MAYDAY HR LIMITED – CLIENT TERMS AND CONDITIONS
THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).
- Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Ad Hoc Services has the meaning set out in clause 4.4.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5 and as set out in the Engagement Letter.
Client means the party named in the Engagement Letter, referred to in these Conditions as the “Client” or “you”.
Client Default: has the meaning set out in clause 5.2.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 13.5.
Contract: the contract between Mayday HR and the Client for the supply of Services in accordance with these Conditions.
Engagement Letter means the letter of engagement signed by the Client setting out the Services, Specification, Charges and other information relating to the provision of the Services and the Contract.
Intellectual Property Rights: utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Mayday HR means Mayday HR Limited (CRN: 14430513), a company incorporated in England and Wales and whose registered office address is CCA, Sussex Innovation Centre, Science Park Square, Brighton, East Sussex, England, BN1 9SB, referred to in these Conditions as “Mayday HR”, “we”, “us”, “our”.
Mayday Maintainer has the meaning set out in clause 4.2
Project Services has the meaning set out in clause 4.3
Services: the services supplied by Mayday HR to the Client as set out in the Engagement Letter
Services Start Date means, in respect of Ad Hoc Services and/ or Project Services the date on which the provision of Services will commence as stated in the Engagement Letter.
Specification: the description or specification of the Services provided in the Engagement Letter
UK Data Protection Legislation means all applicable data protection and privacy laws in force from time to time in the United Kingdom, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended), and any successor legislation or other laws or regulations relating to the processing of personal data and privacy, including where applicable, guidance and codes of practice issued by the UK Information Commissioner’s Office or any other relevant supervisory authority.
1.2 Interpretation:
(a) Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) 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.
(c) A reference to writing or written includes email.
- Basis of contract
2.1 Our Engagement Letter together with these Conditions are the Contract between Mayday HR and you, the Client.
2.2 The Contract shall only come into force once you sign our Engagement Letter or confirm via email that you wish to proceed, which we will take as your confirmation of acceptance of the terms of the Engagement Letter and these Conditions. Once you sign the Engagement Letter, or email us as above, the Contract will start as of the date of signature or email unless we agree otherwise in the Engagement Letter (Commencement Date).
2.3 Any descriptive matter or advertising issued by Mayday HR or published on our website or otherwise are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that any other party seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
- Supply of Services
3.1 We provide HR consultancy and support services. The nature of support may include strategic advice, document creation, conflict resolution, performance management, training, and other HR-related services. The precise Services which you have signed up for are detailed in the Engagement Letter.
3.2 Mayday HR shall use all reasonable endeavours to:
(a) work with you flexibly in order to provide a responsive human approach to HR;
(b) agree in advance your requirements and how these will be met in the provision of the Services;
(c) operate in line with the CIPD Code of Conduct and the best professional HR practices;
(d) meet any performance dates specified in the Engagement Letter, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 You will generally work with a main point of contact who will coordinate and deliver the Services however it may be that the person you normally work with is unavailable, for example due to illness. Mayday HR is able to provide the Services via any individual who has the required expertise and may substitute your main point of contact as needed.
3.4 Mayday HR reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services. If we do this, we will notify you in any event.
3.5 Mayday HR warrants that the Services will be provided using reasonable care and skill.
3.6 The Services will mostly be delivered remotely but if required we can come to your premises. This will need to be agreed in writing in advance.
- Types of service
4.1 We offer our services in a number of ways to suit your business. The Engagement Letter confirms the exact Services you are to receive and, this clause 4 shall apply to the Services as relevant based on the type of service you are receiving.
4.2 Mayday Maintainer: The Mayday Maintainer is a monthly retainer service which allows you to receive services “on-tap”. The Mayday Maintainer includes:
(a) an agreed number of consultancy hours, as set out in the Engagement Letter, which can be used flexibly for things like 1:1 sessions, queries and small projects as agreed by us from time to time;
(b) a pre-arranged 1:1 session each month within your hours in order to help us work together to tackle big issues faced by your business;
(c) access to our expert HR advice for sense checks or queries via email, Whatsapp or telephone;
(d) if you are part of the Mayday Maintainer we will discuss with you the best use of your hours each month
(e) if your requirement exceeds the monthly hour allowance then additional hours can be provided at the preferential reduced hourly rate of £125 plus VAT;
(f) your monthly hours do not roll over month to month unless agreed in advance;
(g) we can provide you with policies for use in your business but the fees for providing the same are not included in your Mayday Maintainer fees. We can provide you with quotes for policies as needed.
4.3 Project Services: We can provide Project Services as required and the Specification for each project will be set out in the Engagement Letter. The types of work done on a Project Services basis includes drafting contracts, policies, mediation and training. If you are receiving Project Services, the fee will be stated in the Engagement Letter and any work outside of the scope of the Project Services will be charged for at our hourly rate of £145 plus VAT.
4.4 Ad Hoc Services: We can provide Services on a “pay as you go” basis. These are Ad Hoc Services. The Engagement Letter confirms whether we are engaged by you to provide Ad Hoc Services and if so, all work will be charged at hour hourly rate of £145 plus VAT with a minimum requirement of 1 hour of services being applicable, unless otherwise agreed.
- Client’s obligations
5.1 As the Client you shall:
(a) ensure that the terms of the Engagement Letter are complete and accurate;
(b) co-operate with Mayday HR in all matters relating to the Services;
(c) provide us with such information and materials that we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start, this may include any consent in relation to employee data.
5.2 We will work with you as much as possible to make your obligations under the Contract simple and clear but if Mayday HR’s performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by the you to perform any relevant obligation (Client Default):
(a) without limiting or affecting any other right or remedy available to it, Mayday HR shall have the right to suspend performance of the Services until the Client Default is remedied by you, 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 Mayday HR’s performance of any of its obligations;
(b) Mayday HR shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Mayday HR’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) you shall reimburse Mayday HR on written demand for any costs or losses sustained or incurred by Mayday HR arising directly or indirectly from the Client Default.
5.3 Working with us is not an alternative to proper and appropriate insurance cover. We recommend that you ensure that your business insurance package adequately covers your employment needs with cover which should include, but not be limited to, Tribunal Insurance and Employer Liability Insurance.
- Charges and payment
6.1 The Charges for the Services shall be as set out in the Engagement Letter and in accordance with this clause 6.
6.2 Mayday Maintainer Charges:
(a) Your monthly Charges for the Mayday Maintainer is stated in the Engagement Letter (Retainer Fee).
(b) The Retainer Fee will be invoiced monthly in advance.
(c) If you require additional work in excess of the Mayday Maintainer hours, as stated in the Engagement Letter, these will be charged at the preferential hourly rate mentioned above in clause 4.2 and at the end of the month in which the hours were used we will invoice you for them.
6.3 Any Charges for Project Services or Ad Hoc Services will be invoiced periodically during the course of the provision of Services or at completion, depending on the nature of the Project Services or Ad Hoc Services.
6.4 Any invoices issued under this Contract shall be payable within 7 days of the date of issue and must be paid in cleared funds to our bank account as shown on our invoices. Time for payment is of the essence.
6.5 Mayday HR may charge for any expenses reasonably incurred in connection with the Services including travelling expenses, mileage at 60p per mile, hotel costs, subsistence and any associated expenses. If we do incur these expenses, we will either add these to your next invoice or issue a separate invoice once they have been incurred.
6.6 Mayday HR may, from time to time, increase its hourly rates or other charges. If we do, we will notify you in advance.
6.7 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Any VAT will be payable on top of the Charges.
6.8 If the Client fails to make a payment due to Mayday HR under the Contract by the due date, then, without limiting Mayday HR’s remedies under clause 10, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.8 will accrue each day at 5% a year above the Bank of England’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%.
6.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Intellectual property rights
7.1 Any Intellectual Property Rights in any work, materials or deliverables (Materials) we create as part of the Services or otherwise (for example, without limitation policies, templates or training materials) whether created before or after the Commencement Date will be owned by Mayday HR.
7.2 Mayday HR grants you a fully paid-up, non-exclusive, royalty-free licence to use the Materials for the purpose of receiving and using the Services and the Materials solely within your business. This licence does not permit recreating the Materials or creating derivative works thereof for any commercial gain or for use by any third party other than the Client is named in the Engagement Letter.
7.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 7.2.
7.4 The Client grants Mayday HR a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to Mayday HR for the term of the Contract for the purpose of providing the Services to the Client
- Data protection
- We only process personal data as outlined in our Privacy Policy and in line with UK Data Protection Legislation.
- Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
10.1 Mayday HR has obtained professional indemnity insurance cover in respect of its own legal liability for individual claims not exceeding £1,000,000 per claim.
10.2 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.3 Nothing in this clause 10 shall limit the Client’s payment obligations under the Contract.
10.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence.
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.5 Subject to clause 10.5 (Liabilities which cannot legally be limited) and clause 10.6 (wholly excluded loss), Mayday HR’s total liability to the Client for all other loss or damage shall not exceed £50,000
10.6 Subject clause 10.3 (No limitation of client’s payment obligations) and clause 10.4 (Liabilities which cannot legally be limited), this clause 10.6 sets out the types of loss that are wholly excluded:
(a) loss of profits.
(b) loss of sales or business.
(c) loss of agreements or contracts.
(d) loss of anticipated savings.
(e) loss of use or corruption of software, data or information.
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
10.7 Mayday HR has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.8 Unless the Client notifies the Supplier that it intends to make a claim in respect of an event within the notice period, Mayday HR shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.9 This clause 10 shall survive termination of the Contract.
- Termination
11.1 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:
(a) 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 10 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.2 Without affecting any other right or remedy available to it, Mayday HR may suspend the supply of Services under the Contract or any other contract between the Client and Mayday HR if:
(a) the Client fails to pay any amount due under the Contract on the due date for payment;
(b) the Client becomes subject to any of the events listed in clause 11.1(c) or clause 11.1(d), or Mayday HR reasonably believes that the Client is about to become subject to any of them; and
(c) Mayday HR reasonably believes that the Client is about to become subject to any of the events listed in clause 11.1(b).
11.3 If you have engaged us via the Mayday Maintainer either of us may terminate the retainer by giving one month’s notice in writing to the other.
11.4 If you have engaged us to provide Project Services or Ad Hoc Services, you may terminate the Contract by giving no less than 7 days’ written notice prior to the Services Start Date as stated in the Engagement Letter with no charge. Should you wish to terminate the Contract for these services on less than 7 days’ written notice we reserve the right to charge a cancellation fee of up to 100% of the Charges stated in the Engagement Letter for the Project Services and/ or Ad Hoc Services.
- Consequences of termination
12.1 On termination or expiry of the Contract:
(a) you must pay all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt; and
(b) we will issue you with an invoice for any cancellation charges incurred under clause 11.4 and this invoice will be payable immediately on receipt.
12.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
- General
13.1 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. This clause 13.1 shall not apply to the Client’s payment obligations.
13.2 Assignment and other dealings.
(a) Mayday HR may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Mayday HR.
13.3 Confidentiality.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
13.4 Entire agreement.
(a) 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.
(b) 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 based on any statement in the Contract.
13.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 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.
13.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 13.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.8 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be sent by email to the address specified in the Engagement Letter.
(b) Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 13.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause 13.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
13.9 Third party rights.
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
13.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.