HR SMART LIMITED (the “Company”): Terms & Conditions of Use


The Company makes available the Materials in accordance with and subject to Your acceptance of these Terms and Conditions. The Materials are copyrighted works of authorship. The Company retains ownership of the Materials and all subsequent copies of the Materials, regardless of the form in which the copies may exist. This licence is not a sale of the original Materials or any copies.

1 Definitions, interpretation and scope

1.1 In these Terms, unless otherwise provided:

Accept Acceptance Accepted

means acceptance of these Terms by the Client in accordance with clause 3;


HR Smart Limited a company registered in England under no. 05042242 whose registered office is at 197 Brighton Road, Lancing, West Sussex, England BN15 8JB;

Corporate Licensee

any corporate entity which employs You or which You own or represent;

Derivative Works

any works that You produce from the Materials;

Intellectual Property Rights

means copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights, chip topography rights, and any other intellectual property rights (whether registered or unregistered) and all applications for any of the foregoing, anywhere in the world;


means the licence granted by the Company to You in respect of the Materials subject to the Terms;

Licence Fee

means the fees due by the Client to the Company as set out in the Website in respect of the Licence;


means all documents, forms, checklists, processes, procedures and other materials that are supplied through the Website;


means payment by the Client of the Licence Fee;


means these terms and conditions;

Updates Period

means the period of 12 months from the date of payment and Acceptance in respect of the Materials You have selected to purchase;


means accessing the Materials;


means *********   or such other website as the Company may decide to use;

You, Your

The reader of these Terms and any Corporate Licensee.


1.2 Unless the context otherwise requires:

1.2.1 each gender includes the others;

1.2.2 the singular includes the plural and vice versa;

1.2.3 references to persons include individuals, unincorporated bodies, government entities, companies and corporations; and

1.2.4 the words `including` or `includes` means including or includes without limitation.

2 Property of Company

You may obtain a copy of any Materials by selecting and downloading them from the Website subject to Acceptance and Payment in accordance with these Terms. The Intellectual Property Rights in the Materials are and remain the property of the Company. You are licensed to use them only if You accept the Terms and pay the Licence Fee.

3 Licence Acceptance Procedure

By clicking on the acceptance button when You select any Materials to purchase (marked Submit) You indicate acceptance of these Terms and the limited warranty and limitation of liability set out in these Terms. Such acceptance is either on Your own behalf or on behalf of the Corporate Licensee.

4 Licence Fee and Payment

4.1 The applicable Licence Fee for any Materials is as displayed on the relevant area of the Website. When You select to purchase any Materials You will [first have to Accept these Terms and You will then] be taken to the payment processing pages.

4.2 Payments are processed by a third party.

4.3 As You will have immediate access to the relevant Materials once You have Accepted these Terms and made a Payment, the Company cannot offer You any right to cancel or to a refund.

5 Licence and updates to Materials

5.1 Provided that You have paid the applicable Licence Fee and Accepted these Terms, the Company grants to You a limited, non-exclusive, perpetual licence for Your own personal and / or business use to:

5.1.1 use and copy the Materials;

5.1.2 amend the Materials as You see fit (but note clauses 8.1.2 and 9.3);

5.1.3 make copies of the Materials and any Derivative Works;

subject always to the Licence Restrictions and termination provisions below.

5.2 During the Updates Period You will continue to have access to the latest versions of the Materials You have purchased. Before using any purchased Materials during their Updates Period You should check the Website to ensure You are using the most up to date version.

6  Licence Restrictions

6.1 You may not:

6.1.1 rent, lease, sub-license, sell or assign the Materials or Derivative Works;

6.1.2 use the Materials or Derivative Works for any commercial gain or to compete, directly or indirectly, with the business of the Company.

6.2 Any breach of the above restrictions shall automatically terminate Your Licence.

7 Undertakings

7.1 You undertake to ensure that, prior to use of the Materials by Your employees or agents, all such parties are notified of these Terms.

8 Limited Warranty

8.1 Subject to the limitations and exclusions of liability below, the Company warrants that:

8.1.1 the Materials have been produced on the basis of English law applicable as at the copyright date stated in the Materials; and

8.1.2 the Materials are suitable for use in the circumstances described in the relevant area of the Website when properly completed and provided You have not incorrectly amended any substantive clause(s).

9 Limitation and Exclusion of Liability

9.1 The foregoing warranties are made in lieu of any other warranties, representations or guarantees of any kind, express or implied, including, but not limited to, any implied warranties of quality, merchantability, fitness for a particular purpose or ability to achieve a particular result.

9.2 The Company provides the Materials on an "as is" basis and provides no warranty as to their suitability or fitness for Your purposes or requirements. You assume the entire risk as to the suitability of the Materials for Your purposes. Should the Materials prove unsuitable for Your purposes, You (and not the Company nor any licensed reseller) assume the entire cost of all necessary correction.

9.3 You should be careful about any amendments You make to the Materials to ensure You do not adversely affect their legal meaning. If You are uncertain about the use or amendment of the Materials You should take specialist advice. Nothing on the Website constitutes legal advice. You should not use the Materials in any country that is not subject to English law and jurisdiction.

9.4 The laws applicable to the Materials may be amended, revoked, replaced or added to from time to time. The Company has no responsibility to advise You of any such changes or the effect of any such changes on Materials You have purchased.

9.5 Except in respect of personal injury or death caused directly by the negligence of the Company, in no event will the Company be liable to You for any damages, including any lost profits, lost savings, loss of data or any indirect, special, incidental or consequential damages arising out of the use of or inability to use the Materials, even if the Company has been advised of the possibility of such damages. Nothing in these Terms limits liability for fraudulent misrepresentation.

9.6 If for any reason the Company is liable to You for any damages, other than those for death or personal injury, the Company`s entire liability and Your exclusive remedy shall be limited to the value of the Materials You have purchased.

10 General

10.1 These Terms shall be governed by and interpreted in accordance with English law and the English courts shall have non-exclusive jurisdiction to resolve any disputes between the Company and You.

10.2 These Terms constitute the complete and exclusive statement of the agreement between the Company and You with respect to the subject matter of these Terms and supersede any and all promises, representations, warranties or other statements, whether written or oral, made by or on behalf of one party to the other of any nature whatsoever or contained in any website, leaflet, brochure or other document given by one party to the other concerning such subject matter.

10.3 The Company may from time to time amend these Terms. The Terms applicable to any Materials You purchase shall be those in force at the time You Accept them.

10.4 A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to benefit or to enforce any term of these Terms.

10.5 Any clause in these Terms that is found to be invalid or unenforceable shall be deemed deleted and the remainder of these Terms shall not be affected by that deletion.

10.6 Failure or neglect by either party to exercise any of its rights or remedies under these Terms will not be construed as a waiver of that party`s rights nor in any way affect the validity of the whole or part of these Terms nor prejudice that party`s right to take subsequent action.

10.7 These Terms are personal to You and You may not assign, transfer, sub-contract or otherwise part with these Terms or any right or obligation under them without the Company`s prior written consent.

Should You have any questions concerning these Terms You may contact