Terms of Service

1. Definitions

• "Service": the EmployeeCore software we host and make available to the Customer on its own web address, with its documentation and help pages.
• "Order": the quote, order form, invoice or email from us that sets out the Customer's plan, fees and subscription term.
• "Customer Data": everything the Customer, its Users and its employees put into the Service, including employee records, pay and bank details, documents, accounting records and messages.
• "Users": people the Customer allows to sign in, including HR staff, administrators, auditors and employees using the employee portal.
• "Data Protection Law": the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and any law that replaces or amends them.

2. The Service

We provide the Service with the features described on https://employeecore.co.uk and in the Service, as they are updated from time to time. We may improve and change the Service, but we will not materially reduce its core functions during the Customer's subscription term without giving reasonable notice.

Features we describe as beta, preview or trial are provided as they are, may change or end, and are not covered by any service commitments.

3. Not professional advice

EmployeeCore works out pay, Income Tax, National Insurance, pensions, student loans, statutory payments, holiday, VAT figures and accounting reports, and tracks right-to-work, immigration and sponsor-licence records, using the rules and rates set out in the Service. It does not give legal, tax, accounting, payroll, pensions or immigration advice.

The Customer must check the results before relying on them and remains responsible for its own legal duties, including:

• submitting payroll information to HMRC under Real Time Information, and paying HMRC on time;
• submitting VAT returns through Making Tax Digital compatible software and keeping the records the law requires;
• paying its staff, its pension scheme and its suppliers, and meeting auto-enrolment duties;
• carrying out right-to-work checks, reporting changes on the Home Office Sponsor Management System and meeting sponsor-licence duties;
• the employment decisions it makes and the information it gives its staff.

Unless we agree otherwise in writing, the Service does not submit returns or payments to HMRC, the Home Office, pension schemes or banks for the Customer. We update tax rates and thresholds for each new tax year as soon as reasonably practicable after they are published.

4. The Customer's responsibilities

• Make sure the information put into the Service is accurate and that it has a lawful basis under Data Protection Law to collect, store and use it.
• Give its staff and job applicants the privacy information Data Protection Law requires (the Service can host and show the Customer's privacy notice).
• Decide who has an account and with what role, keep that list up to date, and remove access promptly when someone leaves.
• Keep passwords and authenticator devices secure and make sure Users follow these terms and the Acceptable Use Policy.
• Use the Service in line with employment, equality, immigration, tax and data protection law.

5. Accounts and security

Users must not share accounts. Each User must tell the Customer's administrator straight away if they think their account has been misused. We recommend, and the Customer can require, two-step sign-in for every User.

We may suspend a User's access, or the Service, where we reasonably believe it is needed to protect the Service, the Customer or others from a security threat, or where the Acceptable Use Policy has been seriously breached. We will tell the Customer's administrator promptly and restore access once the problem is resolved.

6. Customer Data

The Customer owns Customer Data. We use it only to provide the Service and as set out in our Data Processing Agreement, which forms part of these terms. The Customer can export all its data from Settings at any time.

We may produce anonymous, aggregated statistics about how the Service is used (for example, how many pay runs are processed), which do not identify the Customer or any person, to run and improve the Service.

7. Fees and payment

The Customer pays the fees in its Order. Unless the Order says otherwise, fees are invoiced in advance for each billing period, are in pounds sterling, exclude VAT (which is added at the applicable rate), and are payable within 30 days of the invoice date.

If an invoice is unpaid 30 days after it is due, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 and, after giving 14 days' written notice, suspend access until payment is made.

We may change our fees from the next renewal of the subscription by giving at least 60 days' notice. Plan limits, such as the number of employee files and Users, are set out in the Order and shown in Settings.

8. Demonstrations and trials

Our public demonstration and any free trial use fictional data, are provided as they are, may be changed, reset or withdrawn at any time, and must not be used to store real personal data.

9. Intellectual property

EmployeeCore, including its software, source code, databases, design, layout, text, graphics, logos and documentation, is owned by ResourceWise Consultancy Ltd and protected by copyright and other intellectual property laws. All rights are reserved. EmployeeCore™ and the EmployeeCore logo are trademarks of ResourceWise Consultancy Ltd.

During the subscription we grant the Customer a non-exclusive, non-transferable right for its Users to use the Service for the Customer's internal business purposes. The Customer must not:

• copy, modify, sell, resell, sub-license, rent, frame or mirror the Service;
• reverse engineer, decompile or try to extract the source code, except where the law allows this and cannot be excluded;
• remove or hide copyright, trademark or other notices;
• use the Service to build a competing product, or let anyone outside its organisation use it, except its auditors and professional advisers acting for it.

If the Customer sends us suggestions or feedback, we may use them without restriction or payment. The Customer keeps all rights in its own name, logo and Customer Data, and allows us to show its logo and name within its own site.

10. Availability, backups and support

We use reasonable skill and care to keep the Service available at all times, apart from planned maintenance (which we try to carry out outside UK business hours and announce in advance where possible) and events beyond our reasonable control. Unless an Order includes a service level, we do not guarantee any particular level of availability.

We back up each Customer's database every day and keep the backups for 14 days. Support is by email to hello@employeecore.co.uk on UK working days.

11. Confidentiality

Each party will keep the other's confidential information confidential, use it only to perform this contract, and share it only with its own staff, contractors and advisers who need it and are bound by confidentiality, or where the law requires.

12. Data protection

Each party will comply with Data Protection Law. For Customer Data, the Customer is the controller and we are its processor, and our Data Processing Agreement applies. For the limited personal data we use for our own purposes, such as account, billing and security information, we are the controller and our Privacy Policy explains how we use it.

13. Warranties

We will provide the Service with reasonable skill and care and in line with the descriptions we publish. If it does not, we will use reasonable efforts to correct it promptly, and this is the Customer's main remedy.

Apart from what these terms say, and to the extent the law allows, all warranties, conditions and other terms implied by law are excluded. We do not promise that the Service will be free of errors or interruptions.

14. Indemnities

We will defend the Customer against any claim that its use of the Service in line with these terms infringes a third party's intellectual property rights in the UK, and pay the damages and costs finally awarded, provided the Customer tells us promptly, lets us control the defence and gives us reasonable help. If such a claim is made, we may change the Service so it doesn't infringe, get the right for the Customer to keep using it, or end the subscription and refund fees paid for the period after it ends.

The Customer will indemnify us against any claim, fine or loss arising from Customer Data infringing someone's rights, or from processing the Customer instructs that breaks the law.

15. Liability

Nothing in this contract limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

Subject to that, neither party is liable, whether in contract, tort (including negligence) or otherwise, for: loss of profits, revenue, business, contracts, goodwill or anticipated savings; or any indirect or consequential loss. Our liability for lost or damaged Customer Data is limited to restoring it from our most recent backup.

Subject to the paragraphs above, each party's total liability arising from or in connection with this contract in any 12-month period is limited to the fees paid or payable by the Customer in that period. This limit does not apply to the Customer's obligation to pay fees.

We are not responsible for tax, National Insurance, interest, penalties, fines, civil penalties or licence action resulting from the Customer's own submissions, payments, checks or decisions, or from it not checking results before relying on them.

16. Term and ending

The subscription starts on the date in the Order and runs for the term in the Order. It then renews for the same period unless either party gives at least 30 days' notice before the end of the current term.

Either party may end the contract immediately by written notice if the other materially breaches it and does not put the breach right within 30 days of being asked to, or becomes insolvent, enters administration or liquidation, or stops trading.

When the contract ends, the Customer's right to use the Service stops and any unpaid fees become due. The Customer can export its data for 30 days. After that we delete Customer Data from the live Service within 30 days, and it is removed from backups as they expire, unless the law requires us to keep it.

17. Changes to these terms

We may update these terms. We will give the Customer's administrator at least 30 days' notice of any material change, and ask them to accept it when they next sign in. If a material change is to the Customer's disadvantage, the Customer may end the subscription before the change takes effect and receive a refund of fees paid for the period after it ends.

18. General

• Entire agreement: this contract is the whole agreement between the parties about its subject and replaces earlier discussions. Each party confirms it has not relied on any statement not set out in it.
• Order of precedence: the Order, then the Data Processing Agreement (for data protection matters), then these terms, then the Acceptable Use Policy.
• Assignment: neither party may transfer this contract without the other's consent, except that we may transfer it to a company that takes over all or most of the Service.
• Subcontracting: we may use subcontractors, and remain responsible for them.
• Events beyond control: neither party is liable for delay or failure caused by events beyond its reasonable control.
• Notices: notices may be sent by email to the Customer's administrator or to hello@employeecore.co.uk, or by post to our registered office.
• Third parties: no one else has any right to enforce this contract under the Contracts (Rights of Third Parties) Act 1999.
• If any part of this contract is found to be unenforceable, the rest continues in force. Not enforcing a right straight away does not waive it.
• Law and courts: this contract and any dispute arising from it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

19. Contact

ResourceWise Consultancy Ltd, 1 Delta Gain, Watford, England, WD19 5BL. Email: hello@employeecore.co.uk.