General information and definitions
1. StaffCircle Ltd (“StaffCircle”) operates a platform (“StaffCircle Platform”) via which companies or other organisations (“Customer” or “Customers”) are provided with access to multiple features (“Feature Modules”) including those set out in clause 1.2.1 below.(“StaffCircle Platform”). StaffCircle enables its Customers to access an administrator area via the web at https://login.staffcircle.net/ or via their personalised login domain – https://companyname.staffcircle.net (“Web Interface”). By using the Web Interface, Customers can manage their access to the StaffCircle Platform and add public and non-public content (“Customer Content”). Access by registered and non-registered users (collectively “Users”) to Customer Content and feature modules takes place via web apps (“Admin Portal”) and/or via mobile applications (“Mobile Apps”) provided by StaffCircle for common smartphones, tablets and PCs (“Devices”) and these are provided as part of the Service. The details of the scope of functions of the StaffCircle Platform, the Web Interface, the Admin Portal and the Mobile Apps are set forth in the production specifications available at www.staffcircle.com/product and these and other agreements between the StaffCircle and the Customer, including, but not limited to, the contract model chosen by the Customer and available at https://www.staffcircle.com/pricing/
2. For the purposes of these Terms, “Services” shall mean, as agreed between the parties:
- access to communication, training, sentiment, tasks, documents, directory, information feed, worksheets, surveys, objectives and reviews, mission and values.
- access to and the use of the StaffCircle Platform, the Web Interface, the Admin Portal and the Mobile Apps.
3. Each Customer will have no more than two (2) designated administrators (“Customer Administrators”) who will be responsible for the Customer Content and general operation of the StaffCircle Platform on behalf of the Customer. The Customer Administrators will also be the recipients of any contractual notifications sent to the Customer from StaffCircle. The Customer is obligated to keep the Customer Administrators profile and contact information up to date at all times on the StaffCircle Platform. In the event of one or both of the Customer Administrators leaving the employment of the Customer, it is the Customer’s responsibility to assign the Customer Administrator role to a new person(s) and to update the Admin Portal with their new details.
4. These Terms of Service (“Terms”) apply exclusively to all rights and obligations of StaffCircle and the Customer arising from and in connection with both the free or paid-for provision of the Services. No terms and conditions other than these Terms shall affect the provision of the Services or the agreement between the Customer and StaffCircle without the prior written agreement of StaffCircle.
5. StaffCircle may amend these Terms and the User Agreement from time to time at the absolute discretion of StaffCircle. There shall be no increase to the prices charged by StaffCircle to the Customer (“Charges”) until after the expiry of one (1) year after the date that the provision of the Services begins (“Service Commencement Date”), and on condition that it is necessary alignment make such an increase in accordance with StaffCircle’s prices generally applicable to the provision of the Services. The Service Provider will notify the Customer of such increase in the Charges not less than thirty (30) days before the proposed date that such increase shall take effect (and such notification shall be by way of email or letter to one of the Customer Administrators). The Customer is deemed to have agreed to any increase in the Charges if it does not object before the proposed effective date of such increase via email to email@example.com.
6. These Terms shall be deemed to include and incorporate, and the Customer agrees to be bound by and comply with, StaffCircle’s Service Level Agreement, Security Policy and Data Protection Policy which may be accessed at any time through StaffCircle’s website at www.staffcircle.com, as amended from time to time without notice. Clause and Schedule headings shall not affect the interpretation of these Terms.
7. References to clauses and Schedules are to clauses of and Schedules to these Terms, and references to paragraphs and Parts are to paragraphs and Parts of the relevant Schedule.
8. The Schedules form part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the Schedules.
9. A reference to “these Terms” or to any other agreement or document referred to in these Terms is a reference to this Agreement or such other agreement or document as varied, superseded or novated (in each case, other than in breach of the provisions of these Terms or the provisions of the agreement or document in question, as appropriate) from time to time.
10. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
11. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
12. A “person” includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
13. A reference to a “party” means an original party to these Terms together with their respective personal representatives, successors and permitted assigns.
14. A reference to a “company” shall include any company, corporation or other body corporate, wherever and however incorporated or established.
15. A reference to “writing” or “written” includes faxes and other electronic form.
16. Any words following the terms “including”, ” include”,” in particular” or “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.
17. Where the context permits, “other” and “otherwise” are illustrative and shall not limit the sense of the words preceding them.
18. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time provided that, as between the parties, no such amendment, extension or re-enactment made after the date of these Terms shall apply for the purposes of these Terms to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.
19. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
20. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
21. Unless otherwise provided in these Terms all, covenants, undertakings, warranties and other obligations given or entered into by more than one party in these Terms are given or entered into severally.
1. The Services consist of feature modules, mobile and web apps, admin portal and Customer and StaffCircle content. The available feature modules are detailed on StaffCircle’s web site at product and also detailed below in the StaffCircle Products section of these Terms.
2. Depending on the Services chosen by a Customer, different feature modules will be made available to the Customer. If a Customer wishes to use a feature module not currently available on their current Services plan, they are able to upgrade to a new Services plan which contains the required feature module at any time upon written approval from StaffCircle.
Our product pricing is available at https://www.staffcircle.com/pricing/
Payment terms and methods
1. The Charges consist of a one-off setup fee (“Setup Fee”) and a yearly subscription fee (“Subscription Fee”). The Setup Fee and and yearly Subscription Fee is to be paid by the Customer prior to the Service Commencement Date. Ongoing, the Subscription Fee is to be paid either monthly or yearly depending on which subscription type, monthly or yearly, was chosen by the Customer at signup.
2. The Customer can pay the yearly Subscription Fee by Credit Card, Direct Debit or BACS payment in advance of the commencement of provision of the Services. The Setup Fee must paid for by either Credit Card or BACS payment in advance of the commencement of provision of the Services.
3. The Customer is required to pay the Subscription Fee within twenty-eight (28) days of the invoice date.
1. The Customer and its administrators shall take any and all reasonable precautions to ensure that all usernames and passwords for accessing the Services are kept confidential, safe and secure at all times.
2. If the Customer believes that any Customer username or password has become known to somebody not authorised by the Customer to use it, or if any password is being or is likely to be used in an unauthorised way, the Customer must immediately inform StaffCircle in writing. StaffCircle’s security policy is detailed in the StaffCircle Security Policy document available at https://www.staffcircle.com/security/
3. Customers agree not to violate, break or fail to comply with any laws, relevant rules or regulations or other legal provisions in any jurisdiction whatsoever while using the StaffCircle Platform, including, but not limited to, by transmitting Customer Content which infringes any copyrights, trademark rights, personality rights or other third-party intellectual or other rights, and/or other laws in any jurisdiction or by creating links with or to such content
Intellectual property rights
1. Any and all intellectual property rights including, but not limited to, copyright, patents, trademarks, design rights, database or other rights whatsoever, whether registered or unregistered and existing in any jurisdiction (“Intellectual Property Rights”) in or arising out of or in connection with the Services or the StaffCircle Platform shall be, and at all times remain, the absolute property of StaffCircle. Where StaffCircle software is supplied by StaffCircle to enable the Customer to use the Services, StaffCircle grants the Customer a non-exclusive, non-transferable licence to use the software for that purpose only for the duration of these Terms.
2. The Customer agrees that it shall not, directly or indirectly, copy, modify, reverse engineer, decompile or otherwise endeavour to obtain or make any unauthorised use of the source code of any software supplied or made available to it by StaffCircle, except where StaffCircle has specifically permitted the Customer to do so in writing.
3. If the Customer uploads video, text or image content to the StaffCircle platform, the Customer is solely responsible for ensuring that they hold a valid copyright licence to use the relevant content for these purposes and they hereby agree to indemnify and hold harmless StaffCircle against any and all losses, costs, damages, claims or expenses suffered or incurred by StaffCircle as a result of the use of such content by the Customer.
1. Without limiting its other rights or remedies, each party may terminate these Terms with immediate effect by giving written notice to the other party if:
(a) the other party commits a material or persistent breach of these Terms and (if such a breach is deemed in StaffCircle’s sole view to be remediable), fails to remedy that breach within thirty (30) days of receipt of notice in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
2. Without limiting its other rights or remedies, StaffCircle may terminate these Terms with immediate effect and without liability or obligation to the Customer if the Customer fails to pay any amount due under these Terms on the due date for payment.
3. Without limiting its other rights or remedies the Customer may terminate the Contract by giving not less than one (1) month’s notice if StaffCircle fails to meet its monthly uptime guarantee set out in the StaffCircle Service Level Agreement for three (3) consecutive months. Notwithstanding this right to terminate, the Customer will be required to pay for the Services to the end of the notice period and for any additional services taken during such period. The StaffCircle Service Level Agreement is available for view at https://www.staffcircle.com/service-level-agreement/
Cancellation of service
1. These Terms shall remain in full force and effect until expiry of the minimum term (“Minimum term”) as specified in the StaffCircle Order.
2. StaffCircle shall provide the Services from the star date set out in the StaffCircle Order for the Minimum Term and, unless these Terms are terminated in accordance with clause 7 above, the provision of the Services will continue and this Agreement shall renew automatically for successive periods of twelve (12) months (“Subsequent Term”) unless terminated by either party giving the other not less than thirty (30) days’ written notice, such notice to expire at the end of the Initial Term or any Subsequent Term only.
3. Upon termination of these Terms for any reason:
(a) the Customer shall immediately pay to StaffCircle any and all the outstanding unpaid invoices and interest in respect thereof to StaffCircle and, in respect of Services supplied but for which no invoice has been submitted, StaffCircle shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return any and all Service Provider Materials;
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of these Terms shall not be affected by such expiry or termination, including, but not limited to, the right to claim damages in respect of any breach of these Terms which existed at or before the date of expiration or termination.
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
Limitation of liability
1. Except as set out in these Terms, all warranties, conditions, terms and undertakings, express or implied, whether by statute, common law, custom, trade usage, course of dealings or otherwise (including without limitation as to quality, performance or fitness or suitability for purpose) in respect of any products or services to be provided by StaffCircle under these Terms are excluded to the fullest extent permitted by law.
2. The Customer hereby agrees and acknowledges that in any circumstances when StaffCircle may become liable to them, the limit of StaffCircle’s liability is the amount the Customer has paid StaffCircle in the immediately preceding twelve (12) month period for the Services concerned.
3. StaffCircle shall not be liable to the Customer for any loss or expense which is:
- indirect or consequential loss; or
- economic loss or other loss of turnover, profits, business or goodwill, even if such loss was reasonably foreseeable or StaffCircle knew the Customer might incur it.
- Nothing in this clause 9 shall exclude any liability of StaffCircle for death or personal injury
1. For the purposes of these Terms, a “Force Majeure Event” means an event beyond the reasonable control of StaffCircle including, but not limited to, strikes, lock-outs or other industrial disputes (whether involving the workforce of StaffCircle or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
2. StaffCircle shall not be liable to the Customer as a result of any delay or failure to perform its obligations under these Terms as a result of a Force Majeure Event.
3. If a Force Majeure Event prevents StaffCircle from providing any of the Services for a period of more than six (6) weeks, StaffCircle may, without limiting its other rights or remedies, terminate these Terms immediately by giving written notice thereof to the Customer.
1. For the purposes of this clause 11:
“Data Controller” has the meaning given to it by the Data Protection Legislation;
“DPA” means the Data Protection Act 1998;
“DPIA” means a data protection impact assessment;
“Data Processor” has the meaning given to it by the Data Protection Legislation;
“Data Protection Legislation” means:
(a) any legislation in force from time to time in the United Kingdom which implements the European Community’s Directive 95/46/EC and Directive 2002/58/EC, including, but not limited to, the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003;
(b) from 25 May 2018 only, Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”);
(c) any other legislation in force from time to time in the United Kingdom relating to privacy and/or the processing of Personal Data; and
(d) any guidance or statutory codes of practice issued by the Information Commissioner or the European Data Protection Board set up under GDPR in relation to such legislation;
“Data Subject” has the meaning under the DPA;
“Personal Data” has the meaning given to it by the DPA;
“Processing” has the meaning given to it by the DPA and the terms “Process” and “Processed” shall be construed accordingly;
“Sensitive Personal Data” shall have the meaning given to it pursuant to section 2 of the DPA from the
Commencement Date until 24 May 2018, and from and including 25 May 2018, shall mean the special categories of personal data described in Article 9(1) of GDPR.
2. StaffCircle shall:
- process Personal Data strictly for the purpose of providing the Services;
- process Personal Data only in accordance with the written instructions of the Customer to perform its obligations under these Terms;
- take appropriate and proportionate technical, organisational and security measures against unlawful processing of Personal Data;
- provide the Customer from time to time with such information as the Customer may reasonably require to demonstrate StaffCircle’s compliance with this clause 11:
- take all reasonable steps to:
- inform all employees, officers, consultants and sub-contractors about the importance of the protection and security of Personal Data and Sensitive Personal Data;
- ensure the reliability and integrity of all employees, officers, consultants and/or subcontractors who can or do process Personal Data in accordance with these Terms;
- ensure that any consultants and/or sub-contractors engaged in the provision of the Services on behalf of StaffCircle shall, where they undertake any processing of Personal Data or Sensitive Data, comply with this clause 11:
3. allow the Customer, upon reasonable notice and at reasonable times during normal business hours, to undertake a reasonable number of audits and inspections of StaffCircle’s policies and procedures in respect of compliance with the Data Protection Legislation;
4. assist the Customer where necessary, to provide subject access to their Personal Data, and allowing Data Subjects to exercise their rights under any applicable Data Protection Legislation;
5. assist the Customer in meeting and discharging it obligations under any applicable Data Protection Legislation in respect of security of Processing, and the notification of breaches of Personal Data security and DPIAs.
Assignment and subcontracting
StaffCircle may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under these Terms and may subcontract or delegate in any manner whatsoever as StaffCircle considers appropriate, any or all of its rights or obligations under these Terms to any third party or agent. The Customer shall not, without the prior written consent of StaffCircle, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms.
Governing law and jurisdiction
These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.
A waiver of any right under these Terms is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.
If a court or any other competent authority finds that any provision (or part of any provision) of these Terms is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these Terms shall not be affected. If any invalid, unenforceable or illegal provision of these Terms would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
Nothing in these Terms is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute either party the agent of the other party for any purpose whatsoever. Neither party shall have any authority to act as agent for, or to bind, the other party in any way whatsoever.
A person who is not a party to these Terms shall not have any rights under or in connection with it.