We like to keep things simple, so here are our terms of business summarised in seven short principles. Our more detailed terms and conditions of service follow after.
Our principles of business
The Principle of Care
We are meticulous about getting the details right for you and we work really hard to deliver that. We also take the utmost care over your confidential data, and that of your employees. We protect your data by implementing the strongest security measures.
The Principle of Clarity
We believe that “you get what you pay for”. In our products there are no nasty surprises, just useful data, insightfully analysed, and beautifully displayed.
The Principle of Innovation
We are always looking for ways to enhance our products and your experience of them as a user. Accordingly we love to hear your ideas about how you would like to use business data better. We’re always developing new ways to help you stay ahead
The Principle of Connectivity
Everything we do is online, from data collection to report delivery, this is the twenty-first century after all. But don’t worry, we have enabled our reports to be printer friendly if you need that. With us you can access the information you need; anywhere, anytime
The Principle of Flexibility
We don’t have all the ideas about what you can do with data, so with our platform you can manipulate our data to your needs. We help you to create real-time insights on up-to-date information
The Principle of Reliability
You can trust us as your source of reliable market data. You can also trust us to be deliver a service that is as reliable as you own IT systems in uptime and security. You can trust us as your legal partner in complying with Data Protection Laws.
The Principle of Purpose
We are passionate about what we do. We aim to use our talents, efforts and ingenuity to help you succeed in your business. That makes us successful too, and we’re really happy to help you do that.
Terms and Conditions
The following terms set out the basis upon which the Business agrees to provide Services to you, the Client. By clicking “submit” you accept and agree that this is the legal basis of the contract and enforceable as such. A printable copy of the terms is available as a PDF. In the event that the Terms are revised you will be sent an e-mail advising you of such changes and the effective date thereof. This contract is a processor agreement for the purposes of the General Data Protection Regulation. The Business’ Privacy Statement, Data Protection Opinion and Information Security Policy are not part of this agreement but may be read by clients or prospective clients at any time.
- Defined Terms
The following terms are used as defined:
“Business” – HR Nectar Limited, a company registered in Jersey with number 124408 and licenced to offer business-to-business services including consultancy, data management and custodianship. Reference to the Business shall include any other entity which may provide any Services on behalf of the Business to the Client to the Client and is also referred to below by the pronouns “we”, “us” and “our”.
“Client” – The natural or legal person who instructs us to provide Services to them or on their behalf. Where the context so admits “Client” shall also include “Client Contact”.
“Client Contact” – in the case of a Client who is a company, trust, foundation, partnership or association, the Client Contact is the designated representative of the Client who has authority to disclose Client Data on behalf of the Client. If the Client Contact is not a director, principal, partner or other officer of the Client then we proceed on the basis that the Client Contact is duly authorised to deal on the Client’s behalf.
“Client Data” – data in the control or ownership of the Client. For the purposes of this agreement Client Data comprises “Business Data” and “Employee Data”.
“Business Data” – data belonging to the Client which relates to the operational affairs of its own business.
“Employee Data” – data in the lawful possession and control of the Client which relates to the employment of its present and former employees; contractors; principals; applicants or associates, and which may include “Personal Data” and “Special Categories of Data”.
“Personal Data” – Employee relating to a living individual who is or can be identified either from the data or from the data in conjunction with other accessible information.
“Special Categories of Data” “– Employee data concerning a data subject’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union activities, genetic, biometric, physical or mental health, sexual life or orientation, or details of alleged or convicted criminal offences.
“Contract” – the contract between the Business and the Client for the supply of business Services in accordance with these Terms of Business.
“Fees” – the consideration for the Contract, being charges for the supply of business Services by the Business to the Client in accordance with clause 11.
“Data Management Fee” – the element of the fee calculation that relates to the global headcount of the Client, howsoever described in promotional materials.
“Jurisdiction Report Fee” – the element of the fee calculation related to the jurisdictions enabled for the Client, howsoever described in promotional materials.
“Services” – the services, supplied or to be supplied by the Business to the Client, as set out from time to time on the Business’ website.
“Group Business” – any business which is owned, or part owned with a holding of at least 25% of the issued share capital, by a shareholder of the Business, who holds at least 25% of the issued share capital of the Business.
“Data Protection Law” – refers principally to the Data Protection (Jersey) Law 2018. This is the law which applies directly to the Business, which is resident in Jersey. The terms below which refer to this law may also be applicable to those Jersey enactments which precede and succeed the aforementioned Law, and by analogy to any other Data Protection laws which may pertain to Clients operations in jurisdictions other than Jersey.
Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to writing or written includes emails and content displayed on a website.
- Client Acceptance
Acceptance by the Business of a potential Client who has clicked on “submit” and agreed to pay the requisite Fees, is provisional and subject to the later review of the Business of the identity of the Client and, by inference, their reasons for wishing to access the Business’ Services. In the absolute discretion of the Business any provisionally accepted potential Client may have their application revoked or their contract rescinded, with the refund of any fees paid. The decision of the Business as to whether to deliver Services at any time to any Client is absolute and final.
The Contract commences upon the clicking of “submit” which is in acceptance of these terms and makes agreement in respect of the payment of Fees. The Business acts on the basis that the person clicking “submit” is duly authorised by the Client to enter into this contract.
Fees are paid monthly in advance by Direct Debit and the Contractual Term in is annual. At the end of any Contractual Term, a new Contractual Term will commence unless proper notice of cancellation has been given by the Client Contact to the Business.
In the event that a monthly paying Client ceases or delays any payment prior to the end of their Contractual Term, the Service shall be suspended until the account is made good.
These Terms of Business apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, unless agreed in writing by a Director of the Business, which writing shall include explicit reference to these Terms.
The Contract is completed, following a proper notice of termination, upon payment by the Client of all outstanding Fees due under the Contract. See below under “Post Contractual Obligations”, “Intellectual Property”, “Confidentiality” and “Data Protection”, for binding terms that commence before the commencement of the Contract or persist after it.
The Business shall supply the Services to the Client in accordance with description of the Services on the Business’ website.
The Services of the Business shall include the analysis and comparative benchmarking of Client Data, including Employee Data, along with advisory services on the basis of such analysis.
The Business shall use all reasonable endeavours to ensure the uptime of the Service during normal business hours.
The Business shall use all reasonable endeavours to perform the Services to a competent and professional level. The Business makes no warranty as to the quality or suitability of the data for the Client’s purposes, as it relies upon the quality and completeness of the data provided to it by all clients.
The Business provides its services over the internet. The Services shall be deemed to performed in Jersey.
- Client’s obligations
The Client shall:
- provide the Business with such information as the Business may reasonably require in order to supply the Services in a timely way, and ensure that such information is complete and accurate in all material respects;
- co-operate with the Business in all matters relating to the Services;
- comply with all applicable laws, including Data Protection Laws (and any relevant codes of practice in relation to Employee Data) that apply to it;
- apply good Information Security practices in relation to its own access to the Business’ systems and service.
The Client shall not:
attempt, or procure others to attempt to break the security protocols protecting the data of other clients from being identified;
use, or attempt to use, the Business’ systems in any way contrary to the instructions and guidance provided by the Business, including by connecting additional software to the Business’ interface in order to mine more data than is provided in the reports to which the Client is entitled;
- hack or attempt to hack the Business’ code, passwords, interface or other features.
- If the Business’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):
- without limiting or affecting any other right or remedy available to it, the Business shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Business’ performance of any of its obligations;
- the Business shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Business’s failure or delay to perform any of its obligations as set out in this clause 8; and
- the Client shall reimburse the Business on written demand for any costs or losses sustained or incurred by the Business arising directly or indirectly from the Client Default.
Fees are calculated on the basis of two factors; the global headcount of the client business, the “Data Management Fee”, and the number of jurisdiction reports which have been enabled by the business and requested by the client, the “Jurisdiction Report Fee”.
In relation to Fees the following terms apply:
- the Fees shall be calculated in accordance with the Business’s fee rates as set out on the website;
- where the calculation of Fees is made with reference to the headcount of the business, the figure that shall be used shall be that most recently provided to the Population Office of Jersey, in respect of Jersey employees, and other relevant sources in respect of employees resident in other jurisdictions;
- all Fees are charged in pounds sterling. In the calculation of Fees pence are ignored; and
- HR Nectar Limited is not currently registered for Jersey Goods and Services Tax (GST) and GST is not therefore charged on Fees.
- In the event that a Client requests, or the Business offers, bespoke services in addition to the core advertised service then the Business may provide a fee quote to the Client for that work on an individual basis.
Payment of fees shall be by Direct Debit. Clients shall complete a Direct Debit mandate upon registration.
The collection of the Data Management Fee will commence from the end of the month in which data is first uploaded to the Business. The collection of Jurisdiction Report Fee, in respect of each jurisdiction for which a client wishes to benchmark data will be added from the end of the month after each requested jurisdiction is “live” on the platform.
The business retains the right to offer promotional discounts and temporary waivers of either fee element.
In the event that a Client does not wish to grant a Direct Debit mandate to the Business, arrangement may be made to pay annually in advance by bank transfer. Clients paying by this method shall be charged a 5% surcharge for the administration of this facility.
Time for payment shall be of the essence of the Contract. In the event that Fees remain unpaid in breach of Contract the Business reserves the right at its discretion to withhold further provision of Services until such time as the debt is cleared or in the alternative to terminate this Contract by written notice with immediate effect.
The Business recognises that the business affairs of the Client are confidential and, except where compelled by law, will not disclose the nature or details of any Client Data to a third party without the written consent of the Client Contact.
The fact that the Client has engaged the Business is not a confidential matter, unless the Client Contact has explicitly requested that it be regarded as such in writing. By becoming a Client the client consents to the Business displaying ther client’s logo on the website and promotional materials of the Business or any Group Business.
The Business is entitled to share Client data with other Group Businesses for the purpose of marketing further services to Clients and creating knowledge products which do not contain identifiable client information.
- Data Protection
For the purposes of the Data Protection (Jersey) Law “the Law”, the parties agree that:
The Client, in respect of any Jersey situs employees, is the Data Controller, per Article 1 of the Law.
The Business is an Article 5 Data Processor, per Articles 1 and 5 of the Law.
In relation to Article 1, the Business collects, organises, structures, stores, and consults data sets which have been created from, inter alia, the Personal Data in the lawful control of the Data Controller.
In relation to Article 5, the Business’ systems do not give access to the identifying details of individual Data Subjects in the data set, to any Director, employee or other person associated with the Business.
In relation to the business of the Client, all data in relation to their employees is, Personal Data. In relation to the Business, Article 3 “Pseudonymisation” and Article 5 “Processing that does not require identification” apply. In relation to Article 3(2) no person in the Business has the means to unscramble identifying data fields.
Business Data, per Clause 2 of these terms, is outside of the scope of the Law.
The Client Contact asserts on behalf of the Client that they have the right to submit data to the business under Article 9 of the Law and that they have satisfied themselves that such submission is a legitimate interest under Paragraph 5 of Schedule 2 of the Law.
The Business relies upon the Client to be satisfied in relation to its own Legitimate Interest Assessment in respect of the transfer of data to the Business.
The Business accepts data on the basis that the Client has satisfied itself that the Business is a suitable Data Processor according to the requirements of Article 19 of the Law.
The Business uses various cloud computing services which may result in Client Information being stored or processed on third party servers located outside of the EU / EEA. The Business has satisfied itself that any third party applications used to process Client Information are fit and proper, according to the Law. The Business will only use suppliers and services which have indicated they are compliant with the requirements of the General Data Protection Regulation.
The Business is entitled to share Client data with other Group Businesses for the purpose of marketing further services to Clients and creating knowledge products which do not contain identifiable client information. The Business may also share an extract of its data, which does not contain any identifiable client information with genuine academic institutions for research and publishing purposes.
The Business, as a Data Processor and Data Controller, is regulated by the Jersey Information Commissioner with notification number 58147. All Client Data, will be held securely according to the Business’ Information Security Policy and in accordance with all applicable laws, enactments, regulations, orders, standards and other similar instruments. The Client Contact may inspect the Business’ records in respect of that Client at any time with reasonable notice.
- Intellectual Property
The Business has invested considerable resources in the creation of the application, algorithms, templates, user interface and other intellectual property. The Client acknowledges at all times that the Business is the owner of all such invention and designs, whether or not such inventions have been patented, registered as a trade mark or service mark or other process of law.
HR Nectar Limited owns the copyright to all materials produced by the Business, and no materials may be duplicated without explicit license from the Business. The Client Contact has licence to print up to five copies of any report or screenshot accessed under his or her credentials for internal business purposes only. These should be treated as confidential and securely stored or destroyed after their use.
- Post Contractual Obligations
The Business’ obligations in respect Client confidentiality persist in perpetuity, or until such time as the Client revokes these obligations in writing.
The Client’s obligations in respect the intellectual property of the Business persist in perpetuity, or until such time as the Business revokes these obligations in writing.
The Business warrants to the Client that is has the legal right and authority to enter into this Contract.
The Client Contact warrants to the Business that she or he has the legal right, capacity and authority to enter into this contract, binding upon the Client.
The Client warrants that all relevant information necessary to be supplied to the Business, for the delivery of the Services to a high professional standard, has been disclosed to the Business, and accepts responsibility for any consequences of any error or omission in fact on the part of the Business arising from its own non-disclosure of material facts.
The Business warrants that any Services supplied will be to a reasonable professional standard, taking into account the current applicable law and commonly accepted best practices, on the basis of the facts disclosed to it by the Client.
All of the parties’ warranties and representations are contained within these Terms and Conditions of Service. No other warranties or representations whether oral or in writing, including marketing materials and website copy, will be implied into this Contract.
- Limitations and Exclusions
Subject to the foregoing provisions of this clause, the Business shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a)loss of profits; (b) loss of employees; (c) failure of prospective employees to accept employment; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of damage to goodwill; and (g) any indirect or consequential loss; arising out of the Client’s misuse of the system, its outputs, or any instance of the Client using the system in a manner or for a purpose for which is was not designed, or not following the Business’ instructions for use, contained on the website and other material sent to the Client Contact.
The Business has taken out, and shall maintain, comprehensive Data Breach insurance in the event that the Business has committed a breach of Data Security then it shall immediately notify both the Client and the appropriate regulator and shall use all reasonable endeavours to procure the benefits of a claim on behalf of the Client. In respect of Data Breach the Business’ liability is capped at the lesser of the level of benefits actually provided by the insurer or one million pounds.
Subject to the foregoing provisions of this clause 15 the extent of any other liability of either of the parties to each other is limited to the value of the Fees in the current Contract Term.
Nothing in these terms shall convey any rights on persons other than the parties, which shall include their agents, assignees or successors.
This clause 15 shall survive termination of the Contract.
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
- the other party (being a limited liability company) enters into liquidation whether compulsory or voluntary (except for the purpose of reconstruction, amalgamation or other similar purposes not involving a realisation of assets) or becomes insolvent under the Law of Jersey or shall permit or suffer any judgement to be taken against it in any Court.
- Without affecting any other right or remedy available to it, the Business may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.
- Without affecting any other right or remedy available to it, the Business may suspend the supply of Services under the Contract or any other contract between the Client and the Business if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in the foregoing provisions of this clause 16 or the Business reasonably believes that the Client is about to become subject to any of them.
- Consequences of termination
On termination of the Contract:
- the Client shall immediately pay to the Business all of the Business’s outstanding Fees for the term of the contract;
- Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after completion or termination of the Contract shall remain in full force and effect.
- Upon termination, all of the “key data” which enables the Client Contact to update data in relation to the Client and its Employees by name will be securely deleted. Once deleted there is no process for recovering the key.
- Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
- Entire agreement
The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
Nothing in this clause shall limit or exclude any liability for fraud.
In the event that the relevant authority publishes standard clauses for data processing contracts under Article 19(9) Data Protection (Jersey) Law 2018, then the relevant clauses shall be incorporated into these terms and the existing terms shall be set aside to the minimum extent possible to give effect to the new statutory clauses.
A waiver of any right or remedy under this Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- Good Faith
With regard to their respective obligations under this contract the parties agree and covenant with one another that it shall act in good faith and deal fairly with the other party.
The parties agree that this agreement is made subject to the Laws of Jersey and the exclusive jurisdiction of the courts of Jersey.
Executed online by the indication of the Client Contact of acceptance to these terms, by clicking on the “Submit” button hereto.