1. Terms and Conditions:

1.1 These terms and conditions (“Conditions”) supersede all previous conditions, including any terms and conditions of yours and shall not be superseded, varied or waived other than with our express written consent.

1.2 Any order or request for Services by you to us shall be conclusive proof of your acceptance of these Conditions.

1.3 A legally binding contract between us shall come into force upon your countersigning the Specification (without amendment(s), unless we approve such amendment(s), in which case a legally binding contract shall come into force upon our written acceptance of such amendment(s)).

1.4 References to ‘you’ and ‘your’ mean the client and references to ‘we’, ‘us’ and ‘our’ mean Peeps HR Limited.

2. Definitions:

In these Conditions the following words and phrases shall have the following meanings:

Specification the quotation provided by us to you as accepted by you and any variations agreed between you and us in writing prior to such acceptance

Services the services specified in the Specification as selected by you

Initial Term the initial term as specified in the Specification

Fees the price payable by you to us for the Services and detailed in the Specification

Third Party has the meaning in clause 4.2

HR Software

Occupational Health Management Referrals and New Starter Health Assessments

Employee Background Screening

3. Services:

3.1 We will provide you with the Services (insofar as selected by you in the Specification) with reasonable skill, care and diligence and subject to payment of the relevant Fees.

3.2 Unless specified in the Specification, the Services do not include additional or out-of-hours or non-routine visits or calls or other services, etc.

3.3 It is a condition precedent to us providing any Services that you provide us with all information requested no less than 10 working days after we have requested such information or, if sooner, no less than 10 working days before the date upon which the Services are due to commence.

3.4 Important: our obligations to you with regard to the Services are limited as specified in these Conditions including, but not limited to, clause 6 (General Exclusion and Limitation).

4. Additional Information:


4.1 The scope of the Services is as defined in the Specification and does not include any additional services. However, if additional services are required we shall use all reasonable endeavours to provide them subject to agreement on payment of additional Fees in accordance with these Conditions.

4.2 We shall be entitled to sub-contract, delegate or assign the provision of any Services or any of our rights or duties under these Conditions to any employee or any self-employed agent, subcontractor or other third party (“Third Party”).

4.3 In the event that, at any time during or within 12 months of the termination of our agreement to provide Services to you, you employ, retain or otherwise engage any of our employees or a Third Party who was involved in the provision of any Services to you in the preceding 12 months, you shall pay to us an introduction fee (which shall be immediately due and payable) equal to 50% of the annual remuneration (including all pay and benefits) payable to such employee or Third Party in the 12 months following commencement of such employment, retention or engagement.

4.4 If we are unable to provide any Services due to any default, act or omission by you or any of your employees or agents including, but not limited to, non-attendance at, or cancellation with less than 48 hours prior notice of, any induction, training course or other meeting, we shall still be entitled to payment of our Fees in respect of such Services.

4.5 Where we provide any Services or other facilities or services using a Third Party our liability to you shall be limited so as to extend to be no greater than the liability of such Third Party to us. We shall not be liable for any defect or failure to deliver any part of the Services to the extent that we are prohibited or otherwise limited by the terms and conditions of such Third Party as applicable. In accessing Services provided by a Third Party you will comply with such Third Party’s terms and conditions as if you were a party to them.

5. Fees and Payment Terms:

5.1 Quotations (including Fees) are valid for 30 working days from and including the date of quotation unless specifically stated otherwise in writing. If the quotation is accepted by you outside such period the Fees may be subject to revision.

5.2 All Fees are exclusive of VAT which will be payable by you at the rate applicable from time to time. Payment shall be made in pound sterling.

5.3 Any additional work required by reason of you supplying inadequate, incomplete or incorrect instructions or changing instructions or specifications shall entitle us to additional Fees.

5.4 Unless stated in the Specification otherwise, payment for HR Monthly shall be monthly in advance, the first payment on the date that you accept the Specification and thereafter by Direct Debit.

5.5 Unless stated in the Specification otherwise, payment for HR Projects will be split monthly in advance over the duration of the project or programme, the first payment on the date you accept the Specification and thereafter by Direct Debit.

5.6 Unless state in the Specification otherwise, payment for HR PAYG! will be invoiced immediately on delivery of the Services, payment will be made within 7 days of invoice by Direct Debit.

5.7 The failure by you to make any payment due in respect of the Services or any other amount due to us on the due date as specified in the Specification, in these Conditions or as otherwise agreed shall entitle us (at our sole option) without notice to suspend and/or cease providing the Services pending payment by you and/or, in the event of payment not being made within [5] working days of written demand, treat this contract as repudiated by you.

5.8 If any amount remains unpaid by the due date interest at the rate of 2% per month compounded annually shall accrue on the unpaid amount and in addition all invoices (including those not yet otherwise then due for payment) shall become due and payable and in any event all costs reasonably incurred by us in collecting payment of any invoices shall be payable by you on a full indemnity basis.

5.8 You may not withhold payment of any invoice or other amount due to us by reason of any right of set-off or counterclaim which you may have or allege to have or for any reason whatever.

5.9 The Fees will remain applicable throughout the Initial Term but we reserve the right to increase them at any time after the Initial Term upon giving you 5 working days notice.

6. General Exclusion and Limitation:

6.1 We shall be under no liability whatever in respect of the following which are hereby expressly excluded, except insofar as such exclusions may be unlawful:

6.1.1 for injury, damage of any kind or nature, direct, indirect, consequential or contingent to personal property howsoever caused;

6.1.2 for any other damage, losses, costs, (including consequential loss, loss of profit, loss of goods or any other delays, loss arising from delay or due to or incurred by way of labour supplies, liabilities to customers and third parties and all other such losses of any nature) whether direct or indirect and whether or not resulting from or contributed to or aggravated by our default or negligence, or our servants or agents or by any defect in the Services.

6.2 Our liability in respect of any Services shall not exceed the Fees for such Services for a 12 month period.

6.3 Nothing in these Conditions shall exclude or limit any liability for personal injury or death

caused by our negligence.

7. Risk:

You acknowledge that you have read and fully understood these Conditions including specifically clauses 3, 4, 6 and 11 relating to the scope of our obligations, acceptance, the exclusion of liability and your obligations.

8. Cancellation/Termination:

8.1 Our agreement in respect of any Services and your obligations to pay for them will continue for the Initial Term and thereafter from year to year unless and until you give us not less than 3 months’ prior written notice expiring at the end of the Initial Term or any anniversary of that date.

8.2 Notwithstanding clause 8.3 we may terminate our agreement (or any part of it) in respect of any Services if:

8.2.1 you fail to comply with any condition precedent or other term of these Conditions;

8.2.2 any payment is outstanding for more than 5 working days after it is due for payment;

8.2.3 you become bankrupt, insolvent or enter into liquidation, receivership or administration or take any preparatory step to do so or otherwise are subject to any insolvency or analogous proceedings or you die or cease trading;

8.2.4 there are (in our reasonable opinion) conflicting or irreconcilable matters which materially affect our ability to provide any Services to you.

8.3 If (a) we terminate our agreement (or any part of it) in respect of any Services in accordance with clause 8.2 or (b) notwithstanding clause 8.1, you wish or purport to terminate our agreement in respect of any Services before the end of the Initial Term or before the expiry of any notice to terminate and we, at our sole discretion, agree to such termination you will in all such cases remain responsible for paying the full amount (or such reduced amount as we shall, in our absolute discretion, agree) of the Fees that would otherwise have been payable throughout the whole of the Initial Term and until the expiry of any notice that would have been required to terminate our agreement.

9. Reservation of Ownership and Intellectual Property:

9.1 Property, legal and beneficial, and all materials supplied by us shall not pass to you until we have received full payment for all sums then owed by you to us.

9.2 Materials in respect of which property has remained with us shall be kept identifiable as our property and shall not be copied except for internal purposes only and you shall at your own expense immediately return such materials and all copies to us, or permit us to enter into your premises to collect them should we so request.

9.3 All intellectual property rights created or provided by us or our employees or any Third Party shall be and remain our property and any such rights shall be licensed to you for internal use only.

10. Force Majeure:


We shall not be liable for any claims, costs, damages or other losses suffered by you to the

extent resulting from any failure on our part, our servants and / or agents caused by or directly

or indirectly due to war, terrorism, act of any government or other competent authority, civil unrest,

embargo, computer system failure, storm, fire, accident, industrial action including strikes or lockouts,

acts of God, illness, prevention from or hindrance in obtaining raw materials, energy or other supplies, or

any other similar cause or matter beyond our reasonable control.

11. Client Obligations:

11.1 You and the person who has signed the Specification on your behalf warrants that you and such person are legally capable of entering into binding contracts on your behalf.

11.2 Nothing in these Conditions shall give rise to any partnership, joint venture, agency or any other such relationship between us.

11.3 By providing personal data relating to your employees or agents to us, you confirm that you are entitled to disclose such data to us under the terms of the Data Protection Act 1998 and related legislation and that we are entitled to process such data for the purposes of providing the Services to you.

11.4 Where we are required to perform any Services at your premises, you agree to (a) provide a safe working environment including providing safety wear and equipment and full information on health and safety requirements; (b) have in place suitable employer’s liability and public liability insurance at all relevant times; and (c) provide internet access and scanning, printing and other office facilities.

12. Rights of Third Parties:

It is acknowledged and agreed by you that these Conditions are not intended to be and shall not be enforced by any person other than you under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of a third party which exists or is available apart from the said Act.

13. Jurisdiction:

This contract is subject to the Laws of England and the non-exclusive jurisdiction of the English Courts.