Terms of Services

1.

Preliminary Matters

1.1

Definitions

“Charges” - the charges payable for the Services to be supplied to Clients at Clarkslegal’s rates current from time to time as advertised on the employmentbuddy.com web site (or such other rate as may be agreed in writing by Clarkslegal from time to time).

“Clarkslegal” - Clarkslegal LLP, who operate the employmentbuddy.com web site. Clarkslegal is a limited liability partnership registered in the England and Wales (registered number OC308349). Clarkslegal LLP’s registered office is Thames Tower, Station Road, Reading RG1 1LX, United Kingdom. Clarkslegal LLP is regulated by the Law Society.

“Client/s” - the purchasers (whether as an individual or as a Corporate Member) of the Services as appear, or are advertised on, or are accessed via, the employmentbuddy.com web site.

“Cooling Off Period” means a period ending on the expiry of the period of seven working days beginning with the day after the Client and Clarkslegal concluded a contract pursuant to clause 3.3.

“Corporate Member” means a company, partnership, LLP, local authority, public body, association or any similar organisation or body;

“Registration Form” - Clarkslegal’s registration form on the employmentbuddy.com web site, on which the Client places an order for the Services with Clarkslegal (with payment through an on-line payment mechanism, by invoice or by a credit card payment) .

“Services” - the employment or business-related information, materials and services supplied by Clarkslegal through the employmentbuddy.com web site including but not limited to model policies and/or procedure statements, guidance notes, fact sheets, checklists, template documents, articles and training materials or any other products and services as Clarkslegal may from time to time advertise for sale. Such services may also include training, telephone advice and access to the employmentbuddy.com online forums.

“Terms” – these terms, which apply to all contracts for Services, which shall also incorporate Clarkslegal’s terms of website use.

1.2

Interpretation

In these Terms unless the context requires otherwise:

1.2.1

words and expressions that are defined in the Copyright, Designs and Patents Act 1988 shall bear the same meanings in these Terms.

1.2.2

the singular includes the plural and the opposite is true.

1.2.3

reference to any gender includes all others.

1.2.4

references to persons includes bodies of persons whether corporate or incorporate.

1.2.5

References to the whole is deemed to include reference to any part of the whole.

1.3

Any reference in these Terms to any statute or statutory provision shall be construed as referring to that statute or statutory provision as it may from time to time be amended, modified, extended, re-enacted or replaced (whether before or after the date of these Terms) and including all subordinate legislation from time to time under it.

1.4

The expression ‘copyright’ shall include the entire copyright, design right, rental right, right to authorise or prohibit lending and database right subsisting now or created at any time under the laws of England and Wales and all analogous rights subsisting now or created at any time under the laws of each and every other relevant jurisdiction.

1.5

Headings are used in these Terms for the convenience of the parties only and shall not be incorporated into the Terms and shall not be deemed to be any indication of the meaning of the paragraphs to which they relate.

1.7

Where the Client is a Corporate Member, the Client undertakes to procure that any director, officer, partner, employee or consultant observes and complies with these Terms when using the Services.

1.8

In the event of any inconsistency or conflict between these Terms and any other terms or policies relating to the Services of employmentbuddy.com, these Terms shall prevail.

2.

Your status

2.1

By completing the Registration Form on the employmentbuddy.com web site the Client warrants that:

2.1.1

It is legally capable of entering into binding contracts;

2.1.2

In the case of Clients who are individuals, the Client is at least 18 years old; and

2.1.3

In the case of Corporate Members, the person completing the Registration Form has been duly authorised by the Corporate Member to do so.

3.

How the contract is formed between Clarkslegal and the Client

3.1

Clarkslegal agree to provide the Services to the Client and the Client agrees to purchase the Services upon and subject to these Terms – this will be the contract between us.

3.2

Prior to placing an order for the Services on the employmentbuddy.com web site, Clients will have registered with Clarkslegal. This will have entailed completing the Registration Form as appears on the employmentbuddy.com web site. The Client will have received a confirmatory email from Clarkslegal, informing the Client of their username, password and verification code and information referred to in clause 4.1. On returning to the employmentbuddy.com web site, when attempting to log in Clients will have been prompted to provide their verification code. Having inputted the correct code and other login details, Clients will then be registered on the employmentbuddy.com web site but will not be able to access the Services. Until the conditions in paragraph 3.3 have been satisfied, there is no contract between Clarkslegal and the Client regarding the Services.

3.3

After placing an order for the Services on the employmentbuddy.com web site (via ticking the box accepting these Terms, clicking the register button and completing the payment page on the on-line payment mechanism), the Client will receive an email from the on-line payment administrator acknowledging payment. Please note that this does not mean that your order has been accepted. The order from the Client constitutes an offer to Clarkslegal to purchase Services. Payment of the whole of the Charges must be received prior to acceptance of the Client’s order and the Charges are exclusive of any VAT payable, which will also be charged to the Client. In its discretion, Clarkslegal may accept payment by cheque or by credit card. For payments by cheque, users may experience delay in accessing the Services while the cheque is cleared. All orders are subject to acceptance by Clarkslegal, and Clarkslegal will confirm such acceptance to the Client by sending the Client an email that confirms that the offer has been accepted and access to the employmentbuddy.com web site is available. The Client agrees that the performance of the Services commences at this point. The contract between Clarkslegal and the Client shall come into force and shall remain in force for the period of the paid-up registration, during which the Client will be able to access the Services on and from the employmentbuddy.com web site.

3.4

The contract formed will relate only to those products and services covered by the Services as detailed on the employmentbuddy.com web site. Clarkslegal will not be obliged to supply any other products or services.

3.5

For Corporate Members, only those persons expressly authorised in writing by Clarkslegal may use the Services and they shall not share (and the Corporate Member will not induce them to share) their log-ons or passwords with any other person.

4.

Consumer Rights – information and whether cancellation possible

4.1

The email sent by Clarkslegal pursuant to clause 3.2 will include: (a) the identity of Clarkslegal and its address; (b) a description of the Services; (c) the price, including all taxes; (d) arrangements for payment and performance; (e) whether a right of cancellation is available; (f) the period of validity of the offer of Services and (g) the minimum duration of the contract.

4.2

The Client acknowledges that the information described in clause 4.1 will have been provided before performance of the Services begins and agrees that such performance of Services shall begin before the end of the Cooling Off Period, meaning that there will be no right to cancel.

5.

Termination

Clarkslegal reserves the right to terminate the Client’s use of the Services and its Subscription in the event of any beach of these Terms of Services or the Terms of Website Use or on any other objectively justifiable grounds. In the event of any such termination part way through a Subscription year, the Client will not be entitled to any refund of all or part of the Charges made for the Services.

6.

Use of materials that form part of the Services

6.1

Clarkslegal grants to the Client a non-exclusive, non-transferable licence to use the materials that form part of the Services in accordance with these Terms.

6.2

The Client may only use or copy materials that form part of the Services for internal information and guidance in relation to the creation and implementation of the Client’s own human resources, employment or business related policies (“Authorised Use”).

6.3

The Client shall not disclose, transmit in any form or by any method (including manual, mechanical or electronic), store in a retrieval system, copy for third party use, redistribute or resell materials that form part of the Services and shall not permit any third party to use or benefit by the use of materials that form part of the Services.

6.4

The Client shall take reasonable steps to ensure that no unauthorised person accesses the employmentbuddy.com website using accounts created with the Client’s details. The Client must not divulge username and password information to any unauthorised person.

6.5

The Client acknowledges that the way in which it interprets, adapts or uses materials that form part of the Services is dependent upon the exercise of its own skill and judgement.

6.6

The Client shall ensure that all of its employees are aware of and comply with all of the obligations of the Client contained in these Terms.

6.7

The Client acknowledges that it is licensed to use materials that form part of the Services in accordance with these Terms but not further or otherwise.

6.8

All rights not specifically and expressly granted to the Client by these Terms are reserved to Clarkslegal. If the Client is in breach of, or does not comply with, these Terms, without prejudice to any other rights, Clarkslegal may have, Clarkslegal shall have the right to un-subscribe the Client from using the Services.

7.

Intellectual Property Rights

7.1

Materials that form part of the Services and all intellectual property rights (including in particular copyright) relating to the materials that form part of the Services, their contents and the Services generally are and shall remain the property of Clarkslegal and no reproduction is permitted other than in accordance with these Terms.

7.2

employmentbuddy™, clarkslegal™ and clarks® are trade marks of Clarkslegal. Clarkslegal is the proprietor of the these names and their get-up and the proprietor or exclusive licensee of all trade marks, brand names, product names, titles or copyrights of Clarkslegal or of their respective owners. No permission is given by Clarkslegal in respect of the use of any of them and such use will constitute an infringement of the rights of Clarkslegal and the owner.

7.3

Subject to the provisions of clause 5, Clients shall treat the materials that form part of the Services and the information contained therein as confidential and shall not divulge the whole or any part thereof to any third party except as required by law. Disclosure to its own employees and professional advisors is permitted but only in accordance with an authorised use (being one permitted under Clause 6. The Client shall ensure that its employees comply with the intellectual property, confidentiality and non disclosure obligations contained in these Terms.

8.

Contents

8.1

No responsibility is accepted by Clarkslegal for the information contained in the materials that form part of the Services or for any loss which may arise as a result of relying on such information and all liability is disclaimed in respect of such information to the fullest extent allowed by law.

8.2

Clarkslegal makes no representations or warranties of any kind with respect to the materials that form part of the Services and disclaims all such representations and warranties to the fullest extent permitted by law.

8.9

The information contained in the materials that form part of the Services may contain technical inaccuracies or typographical errors. Clarkslegal shall have no liability to the Client in contract, tort or otherwise for any loss or damage which the Client suffers (whether direct, consequential, indirect or any other form of loss or damage) as a result of any inaccuracy or error in the materials that form part of the Services or as a result of any default on the part of Clarkslegal. All liability of Clarkslegal howsoever arising for any such inaccuracy or error or any default is expressly excluded to the fullest extent permitted by law.

9.

Our Liability

9.1

The material displayed on our site is provided by way of general guidance, but without any guarantee, condition or warranty as to its accuracy.

9.2

To the extent permitted by law, we and any third parties connected with us, hereby expressly exclude:

• All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;
• Any liability for loss of profits, business, contracts or revenue and for any indirect or consequential loss or damage incurred by any user in connection with our site or the use, inability to use or results or information obtained as a result of using our site, any websites linked to it and any materials posted on it.

9.3

Nothing in this clause limits or excludes our liability for death or personal injury caused by our negligence, our liability for fraudulent misrepresentation or any other liability which cannot be limited or excluded under English law.

9.4

Users are responsible for ensuring that all content of this site is used correctly and in context and for taking specific advice on any particular issue.

9.5

Where we cause you direct loss or damage or loss of or damage to your physical property, we accept liability up to a maximum aggregate limit for all and any claims of ten times the Charges payable for a full annual subscription to the site and the Services.

9.6

Clarkslegal shall have no responsibility or liability whatsoever in the event that a Client or user alters any document or material downloaded from the site.

10.

General

10.1

Notices
Unless otherwise expressly stated in these Terms, all notices from the Client to Clarkslegal must be in writing and sent to our contact address at Thames Tower, Station Road, Reading RG1 1LX and all notices from us to you will be displayed on our websites from time to time.

10.2

Events beyond Clarkslegal’s control
Clarkslegal shall have no liability to the Client for any failure to deliver the Services/ materials that form part of the Services or any delay in doing so or for any damage or defect to materials that form part of the Services delivered that is caused by any event or circumstance beyond Clarkslegal’s reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems, flood, fire, explosion or accident, technical or communication problems, virus or other computer infection.

10.3

Invalidity
If any part of these Terms is unenforceable (including any provision in which Clarkslegal excludes its liability to the Client) the enforceability of any other part of these Terms shall not be affected.

10.4

Third Party Rights
Except for Clarkslegal’s affiliates, directors, members, employees or representatives, a person who is not a party to the agreement contained in these Terms has no rights under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any term contained herein but this shall not affect any right or remedy of a third party that exists or is available apart from that Act.

10.5

Waiver
The failure by Clarkslegal to enforce at any time or for any period any one or more of these Terms shall not be a waiver of them or of the right at any time subsequently to enforce all of the Terms.

10.6

Entire Agreement
These Terms, together with the Registration Form and any other information contained on the employmentbuddy.com web site, set out the whole of the agreement relating to the supply of the Services to the Client by Clarkslegal. Nothing said by any person on Clarkslegal’s behalf should be understood as a variation of these Terms or as an authorised representation about the nature or quality of the Services or the materials that form part of the Services. Clarkslegal shall have no liability for any such representation being untrue or misleading (unless fraudulent).

10.7

Governing Law and Jurisdiction

10.7.1

These Terms and the agreement between Clarkslegal and the Client contained therein shall be governed by and interpreted in accordance with English law and the English Courts have exclusive jurisdiction to resolve any disputes between the parties.

10.7.2

The Services are only intended to be used in relation to employment and HR matters covered by the laws of England and Wales.

10.8

Written Communications
Applicable laws require that some of the information or communications Clarkslegal send to the Client should be in writing. When using the employmentbuddy.com site, the Client accepts that communication with Clarkslegal will be mainly electronic. Clarkslegal will contact the Client by email or provide the Client with information by posting notices on the employmentbuddy.com web site. For contractual purposes, the Client agrees to this electronic means of communication and the Client acknowledges that all contracts, notices, information and other communications that Clarkslegal provides to the Client electronically comply with any legal requirement that such communications be in writing. This condition does not affect the Client’s statutory rights.

10.9

Variations
No variation or agreed termination of these Terms or of any document referred to in them shall be effective unless it is in writing and executed by Clarkslegal.

10.10

Transfer of rights and obligations
Any contract made between the Client and Clarkslegal in accordance with these Terms is binding upon the Client and Clarkslegal and their respective successors and assigns. The Client may not transfer, assign, charge, or dispose of the contract, or any rights or obligations under it, without Clarkslegal’s prior written consent. Clarkslegal may transfer, assign, charge, sub-contract or otherwise dispose of the contract, or any of its rights or obligations arising under it, at any time during the term of the contract.