Software as a Service (SaaS) Subscription Agreement between Lawgistics Limited and Customers of HRManager

Background

Supplier: Lawgistics Limited, incorporated and registered in England and Wales (company number 04091280), with its registered office at Vinpenta House, High Causeway, Whittlesey, Peterborough, England, PE7 1AE.

Service: The Supplier has created and developed HRManager, which it makes available:

• • To HRManager Subscribers (purchasing directly via www.hrmanager.co.uk) for use in their internal business operations.

• • To Lawgistics Members and Associate Members as part of their membership packages.

Customer Agreement: The Customer agrees to use the Supplier’s service subject to the terms of this agreement.

Agreed Terms

1. Interpretation

The definitions and rules of interpretation in this clause apply to this agreement:

• • HRManager Subscriber: A Customer who subscribes directly to HRManager through www.hrmanager.co.uk and is not a Member or Associate Member of Lawgistics.

• • Member: An individual, corporate, or unincorporated body (whether or not having separate legal personality) who has paid their yearly subscription fees to the Supplier.

• • Associate Member: A member of an association or club to whom the Supplier provides an entry-level legal advice service.

• • Customer: HRManager Subscribers, Members, or Associate Members who utilise HRManager.

• • Authorised Administrator: The individual designated by the Customer to access HRManager.

• • Authorised Users: Employees, agents, or independent contractors of the Customer authorised by the Authorised Administrator to use HRManager.

• • Services: The subscription services provided via www.hrmanager.co.uk or other notified websites.

• • Software: The online software applications provided by the Supplier as part of the Services.

• • Documentation: Supporting documents made available by the Supplier online.

2. Access and Use

2.1. Grant of Access:

• • HRManager Subscribers: The Supplier grants a non-exclusive, non-transferable right to access HRManager for internal business operations, subject to payment and adherence to this agreement.

• • Members and Associate Members: Access is included within the terms of their membership, contingent on compliance with membership obligations.

2.2. Conditions of Use:

The Customer will ensure:

• • Authorised Users maintain secure passwords.

• • Usage remains within any agreed limits on employees or locations.

2.3. Prohibited Actions: The Customer shall not:

• • Attempt to copy, decompile, or reverse-engineer the Software.

• • Use the Software to compete with the Supplier’s services.

• • Grant access to third parties outside this agreement.

3. Charges and Payment

3.1. HRManager Subscribers: Subscription fees are payable in advance via www.hrmanager.co.uk using accepted payment methods. Failure to pay will result in immediate suspension of access.

3.2. Members and Associate Members: Access is included in their membership, provided that their membership fees are up to date. If a membership lapses, access to HRManager will be revoked.

3.3. Excess Data Fees: Excessive data storage may incur additional fees at the Supplier’s discretion.

4. Customer Data

4.1. The Customer retains ownership of all non-personal data entered into HRManager.

4.2. The Supplier’s obligations include:

• • Following data protection laws (GDPR).

• • Maintaining secure systems for data storage and backups.

4.3. On termination:

• • The Supplier may delete Customer data after 60 days unless otherwise agreed in writing.

5. Termination

5.1. HRManager Subscribers: This agreement renews monthly unless payment is cancelled via the website or by contacting customer support, in which case access will be revoked at the end of the last paid month.

5.2. Members and Associate Members: Termination of membership automatically ends access to HRManager.

5.3. Supplier Rights: The Supplier may terminate this agreement immediately for breach of terms or non-payment.

6. Supplier Responsibilities

6.1. The Supplier warrants that HRManager will function in accordance with the provided documentation, subject to reasonable maintenance and unavoidable downtime.

6.2. The Supplier does not guarantee:

• • Uninterrupted or error-free service.

• • Suitability of the service for specific business needs.

7. Liability

7.1. The Supplier’s total liability is limited to the subscription fees paid in the 12 months preceding any claim.

7.2. The Supplier is not liable for:

• • Loss of profits or business.

• • Data corruption or unauthorized access caused by third parties.

8. Special Provisions for Free Access and Trials

8.1. Free Time Management Plan Access: HRManager Subscribers may be granted complimentary access to the Time Management Plan at the Supplier’s discretion. Such access is provided on an “as-is” basis and does not include guaranteed support or service levels unless specified otherwise.

8.2. Free Trial Periods: The Supplier may offer free trial periods for HRManager Subscribers. During the trial period:

• The Subscriber agrees to comply with all terms and conditions of this agreement.
• The Supplier reserves the right to terminate or modify the trial at any time without notice.
• Upon the conclusion of the trial, continued access to HRManager requires payment of the applicable subscription fee.

9. Miscellaneous

9.1. This agreement is governed by the laws of England and Wales, with exclusive jurisdiction granted to its courts.

9.2. Notices must be delivered in writing to the Supplier’s registered address or the Customer’s provided contact details.

Effective Date: This agreement becomes effective upon the Customer’s first use of HRManager.