TERMS OF SERVICE

Welcome to Diligence Hub. These terms of service (“Terms”), together with the other documents referred to govern your access to and use of the Services (as defined below). Please read these Terms carefully before continuing to use Diligence Hub. Please check your order confirmation for details of your Subscription ito Diligence Hub.

By checking the “I have read and agree to the Terms of Service and Privacy Policy” box, you confirm that you have authority to agree to these Terms on behalf of and to bind that organisation to these Terms. If you do not have sufficient authority you must not enter into a Subscription (which will be governed by these Terms).

1 DEFINITIONS

1.1 In these Terms, the following words shall have the following meanings:

“Commencement Date”	the date you accept these Terms;
“Content”	any information, files, data and/or material uploaded into the Site by the Customer including (without limitation) any text;
“Customer”	also referred to as “you” or “your”, the person or legal entity who chooses to subscribe and in return is granted access to the Services under these Terms;
“End User”	users within the customer organsiation
“Month”	each consecutive period of one month commencing on the Commencement Date and the same day of each calendar month thereafter;
“Party”	you or us; “Parties” means you and us;
“Services” “Site”	the online facility operating on the Website under the name “Diligence Hub” or such other name as we may determine from time to time and as more fully described at clause 2.1; the Diligence Hub website, www.diligencehub.co.uk
“Subscription”	a contract governed by these Terms by which you subscribe to the Services so that the End User may gain access to the Site as more fully described at clause 5.1;
“Subscription Fee”	means the fee payable by you for your access to and use of the Services, as detailed in the Pricing and Billing Information on our Website.
“Support Partners”	those officers, employees, agents or subcontractors connected with this agreement, including those individuals who perform our maintenance and support obligations under these Terms;
“Term”	the period from (and including) the Commencement Date until your access and use of the Services is terminated in accordance with these Terms;
“Terms”	these terms of service;
“Us, we, our”	We are Diligence Hub, a service provided by FCSA, a company registered in England and Wales (06622024). Our address is 71-75 Shelton Street, London, WC2H 9JQ;
“Website”	our website at www.diligencehub.co.uk and

1.2 All references in these Terms to the singular shall mean the plural and vice versa, all references to persons shall include companies, partnerships and other organisations.

2 FUNCTIONALITY

2.1 The Services consist of the use of Diligence Hub, matching service for due diligence requirements between recruiters and umbrella companies. The functionality of the Services is detailed on our Website. The Services are provided on a monthly subscription basis.

2.2 You accept that it is your responsibility to:

2.2.1 ensure that the Services are fit for the purpose for which you intend to use them;

2.2.2 back up the Content.

2.3 You accept that:

2.3.1 Whilst we’ll use reasonable endeavours to provide consistency of service, the Services will not necessarily be available 24 hours a day 365 days a year;

2.3.2 subject to clause 8.1 we are under no obligation to provide you (or any third party) with copies of the Content;

2.3.3 we reserve the right to amend the functionality of the Services at any time;

2.3.4 we have no control over and accept no liability for Content;

2.3.5 except for the subscription rights granted in these Terms, you have no right, title or interest in or to the Services or any intellectual property rights related to the Services. You agree that we or our licensors retain all proprietary right, title and interest, including intellectual property rights, in and to the Services, including, without limitation, all modifications, enhancements, derivative works, configurations, translations, upgrades and interfaces of/to the Services.

3 OUR OBLIGATIONS

3.1 We agree to provide to you with the use of the Services that you have subscribed for but not further or otherwise, the non-exclusive, non-transferable right for you to access and use (for your own internal purposes only) the Services for the Term subject to these Terms.

3.2 We will provide you with login details to enable you to connect to the Services.

3.3 We will endeavour to provide the Services without major interruption and materially error free.

3.4 Notwithstanding clause 2.3, we reserve the right at any time to suspend your access and/or use of the Services for the purpose of enabling us to carry out maintenance and/or upgrades and/or to deal with any problem and/or error.

3.5 We confirm that:

3.5.1 the Services are hosted on servers based in the United Kingdom;

3.5.2 we will not reveal any password relating to your use of the Services to a third party without your consent; and

3.5.3 we will make reasonable endeavours to backup the Content.

4 YOUR OBLIGATIONS

4.1 You agree that you will:

4.1.1 comply with any reasonable instructions or directions issued by us from time to time in respect of the Services;

4.1.2 conform to such protocols and standards as are issued by us from time to time in respect of the access and/or use of the Services;

4.1.4 fully indemnify us against any and all claims, costs, damages, losses, liabilities and expenses which we may incur resulting from your and/or your End Users acts or omissions in respect of the Services and your use of them and/or your and/or your End Users’ breach of any of your/their obligations under these Terms or under the Privacy Policy and/or Website Terms and Conditions;

4.1.5 when using the Services comply with all applicable laws and legislation;

4.1.6 choose which other users you will share any information with

4.2 In addition you acknowledge and accept that you are solely responsible for:

4.2.1 the accuracy of all Content uploaded onto the Site;

4.2.2 the retention and back up of off-line hard copies of the Content uploaded onto the Site;

4.2.3 the establishment, maintenance and monitoring of adequate internal security measures in connection with the accessing and use of the Services by you including without limit ensuring the confidentiality and safe storage of all login details, user names and passwords (which should not be obvious passwords) and updating them regularly;

4.2.4 immediately notifying us if you suspect a breach of your internal security measures (e.g. the unauthorised use of any login details, user name and/or password);

4.2.5 subject to the provisions of clause 5 not granting or allowing anyone else other than you to have access to and/or use of the Services and you hereby indemnify and hold us harmless against any claim and/or liability resulting from the Customer’s failure to comply with this provision;

4.2.6 the act and/or omission of any and all End Users; and

4.3 you agree that you will not (and you will ensure that your End Users do not):

4.3.1 access and/or use the Services for any unlawful purpose or in contravention of any English or other law. This includes but is not limited to:

4.3.1.2 the transmission, display, downloading or uploading of any Content which is or is likely to be construed as defamatory, threatening, offensive, abusive, obscene or which will or is likely to cause unnecessary anxiety or inconvenience to a third party or which is otherwise unlawful or which will or may interfere with or disrupt the integrity or performance of the Services or any data within the Site;

4.3.1.3 an attempt to gain unauthorised access to the Site;

4.3.1.4 use the service to provide a competing service;

4.3.1.5 an attempt to modify, distribute, reverse engineer or otherwise attempt to decipher any code in connection with the Services and/or any other aspect of our technology;

4.3.1.6 market or offer to sell, sell and/or otherwise resell the Services to any third party;

4.3.1.7 share passwords with other End Users;

4.3.8.7 the use of the Services in any way that will or is likely to violate or infringe the rights of any person in the United Kingdom or elsewhere;

4.3.1.9 the use of the Services in any way that will or is likely to cause damage or adversely affect the operation of the Site or interfere with or disrupt our Website, other websites, servers, or networks; and

4.3.1.10 the use of the Services in any way that will or is likely to interfere with the use and enjoyment of the Services for other users.

4.4 You acknowledge and agree that:

4.4.1 your right to use (for your internal business purposes only) the Services is personal to you and may not be assigned, sub-licensed, sold, resold, transferred, distributed or otherwise disposed of or commercially exploited in any way, including by way of charge, lien or other encumbrance;

4.4.2 the IPR comprised in or relating to the Services belongs to us and these Terms do not give you any rights in or related to the Services except as expressly provided in these Terms;

4.4.3 we have the right to access or instruct that our Support Partners may access Content for the purposes of providing the Services to you (including for maintenance and technical purposes) and for checking that you are complying with these Terms;

4.4.4 we owe no obligation to you or anyone else to monitor, check or review the legality, validity, integrity, quality or accuracy or copyright of any Content;

4.4.5 we shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Content;

4.4.6 we may at any time make alterations to or withdraw the Services or any part of it without notice;

4.4.7 you will pay any Subscription Fee and other charges for your use of the Services in accordance with these Terms;

4.4.8 the use of the Services is entirely at your own risk;

4.4.9 the Site may contain links to other internet sites maintained by other parties unrelated to us and and/or third party advertisements over which we have no control. We are not responsible for any aspect of these other sites, including the availability or reliability of their contents;

4.4.10 we shall be entitled to acknowledge your use of the Services by displaying your name on our Site and whilst these Terms are in place you hereby grant us a non-exclusive, royalty-free, worldwide licence to do so;

4.4.11 your organisation’s logos and/or name may be used for promotional activities of FCSA products subject to your prior written consent;

4.4.12 the service allows you to share with third parties and that we cannot control and will have no liability for any use of the information that a third party makes;

4.4.13 if you wish to opt out of any promotional literature that you may have been added to, then please email info@fcsa.org.uk and we will remove you from any promotional literature; and

4.4.14 your use of the Services is subject to the terms of our Privacy Policy.

4.5 You are responsible for the cost of all telephone or cable services and other charges you incur for the purpose of accessing and using the Services and the cost all computer equipment, hardware and software that is necessary to enable you to access and use the Services. You are also responsible for determining the suitability of these items for the purpose of accessing and using the Services.

4.6 The Customer retains all rights to any and all Content. We shall not own or license any data, content, information or material that the Customer uploads.

5 WARRANTIES AND LIABILITY

5.1 You accept and agree that we:

5.1.1 provide the Services to you on an “as is” basis and do not warrant the Services against failure of performance;

5.1.2 do not warrant the validity, legality or accuracy of any Content placed on the Site by you or End Users or by us on your behalf;

5.1.3 do not give an warranty to any information you may access from other users

5.1.4 shall not, in any event, be liable for operational difficulties caused by or arising from the integration of the Services with any third party equipment or software not supplied or approved by us or by any modifications, variations or additions made to the Services not undertaken by us, or caused by any abuse, corruption or incorrect use of the Services, including, without limitation, use of the Services with hardware and/or software which is incompatible with the Services.

5.1.5 do not represent nor do we give any warranty, guarantee or undertaking of any kind that the Services will be free from all bugs, errors or mistakes, will be timely or uninterrupted or that it will meet your requirements and it is your responsibility to ensure that the Services will meet your requirements.

5.2 These Terms, the Privacy Policy and Website Terms and Conditions are in lieu of all warranties, conditions, terms, undertakings, representations and obligations (including, but not limited to, any implied warranty as to satisfactory quality or fitness for a particular purpose) express or implied by statute, common law, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

5.3 Notwithstanding any other clause of these Terms, neither Party excludes or reduces its liability under or in connection with these Terms or otherwise to the extent that it arises in respect of any of the following matters:

5.3.1 for death or personal injury resulting from negligence proved against either Party;

5.3.2 for fraud or fraudulent misrepresentation; nor

5.3.3 for any other matter for which it would be unlawful for either Party to exclude or limit or attempt to exclude or limit its liability.

5.4 Subject to sub-clause 5.3, neither Party shall have any liability to the other Party (howsoever arising, including any liability in tort) under or in connection with these Terms or their subject matter for any:

5.4.1 business interruption;

5.4.2 loss of or damage to reputation or goodwill;

5.4.3 loss of opportunity or contracts;

5.4.4 wasted management or other staff time;

5.4.5 losses or liabilities under or in relation to any other contract; or

5.4.6 loss of, damage to or corruption of data or information, in each case whether direct, indirect, special and/or consequential loss or damage; or

5.4.7 for any other indirect, special and/or consequential loss or damage of any kind.

5.5 Subject to sub-clauses 5.3 and 5.4, our maximum aggregate liability in contract, tort (including for negligence), misrepresentation and/or otherwise howsoever arising under or in connection with these Terms and their subject matter (including all losses, liabilities, claims, actions, demands, proceedings, damages, costs, charges and expenses in respect thereof or in relation thereto) shall be limited to the total funds actually paid by the Customer to us in respect of the use of the Services in the 12 month period immediately preceding the event giving rise to the liability in question.

5.6 You agree that you have read and understood this clause 5.

5.7 In case of any conflict between this clause 5 and any other clause of these Terms or other terms referred to in these Terms, the provisions of this clause 5 shall prevail.

5.8 For the avoidance of any doubt, this clause 5 shall remain in full force and effect notwithstanding the termination, repudiation or expiry of your Subscription.

6 TERM AND TERMINATION

6.1 Your Subscription shall commence on the Commencement Date and, subject to these Terms, it shall continue for an initial period of one Month and thereafter it shall automatically renew for consecutive periods of one Month. Either party may terminate the Subscription by giving the other party 30 days’ notice in writing at any time in which case termination shall take effect at the end of the subscription month and the provisions in clauses 6.4 and 6.5 (as applicable) shall apply.

6.2 We shall be entitled (at our sole discretion) to suspend or terminate your and/or your Users’ access to and right to use the Services at any time if you and/or your Users commit a breach of these Terms. Where we exercise our right to terminate under this clause, termination shall take effect immediately, in which case:

6.2.1 all rights granted to you and/or your Users under these Terms, and your access to and use of the Services, will cease immediately; and

6.2.2 you will not be entitled to any refund of the Subscription Fees

6.3 Termination, repudiation or expiry of your Subscription will be without prejudice to any accrued rights of either party and will not affect obligations which are expressed not to be affected by such repudiation, expiry or termination.

6.4 If you terminate the Subscription under clause 6.1:

6.4.1 all rights granted to you and/or your Users under these Terms shall cease at the end of the Month in which termination takes effect;

6.4.2 you shall cease all access to and use of the Services and all other activities authorised by these Terms at the end of the Month in which termination takes effect;

6.4.3 if termination will take effect at the end of a subscription Month, you will have access to the Services until the end of that Month. You accept and agree that the Subscription Fee will be payable in respect of the full Month and you will not be entitled to a pro-rated refund in respect of the period between the termination date and the end of the Month in which termination takes effect.

6.5 If we terminate the Subscription under clause 6.1 then we will refund, on a pro rate basis, any Subscription Fee paid by you for the period in which you will not have access to the Services.

6.6 You accept and acknowledge that we shall have no obligation to maintain any Content stored on the Site or to forward any Content to you or any third party on or following termination of these Terms.

7 CONFIDENTIALITY

7.1 You accept that we may, in accordance with legal requirements, have to disclose information to third parties, for example governmental organisations (including the police), in respect of and/or in connection with your access and/or use of the Services. Subject to any legal prohibitions to the contrary we will notify you of such disclosure as soon as reasonably possible.

8 DATA PROTECTION

8.1 We both accept and acknowledge that in the course of providing the Services to you, we will process Personal Data on your behalf and therefore, we both accept to comply with the Data Processing Terms set out.

9 FEES

9.1 In ,return for us agreeing to provide to you the non-exclusive, non-transferable right for you to access and use the Services subject to these Terms, you agree to pay us the Subscription Fees on a monthly basis.

9.2 The Subscription Fee is payable in advance, and must be paid before you access the Services

9.3 The applicable Subscription Fees for the time being are set out on our website pricing page and in your order confirmation email. We reserve the right to change the Subscription Fees upon giving you 30 days’ prior written notice to you (which may be sent by email to the address you have most recently provided to us).

9.4 Without prejudice to our other rights under these Terms, if you fail to make any payment due to us under these Terms by the due date for payment as presented in your order confirmation, then we reserve the right to cancel your access to the Services, and charge you interest until the owed fees are fully paid.

9.5 All amounts payable by you under these Terms are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”). Where any taxable supply for VAT purposes is made under these Terms by us to you, you shall, on receipt of a valid VAT invoice from us, pay us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

9.6 The termination, repudiation or expiry of your Subscription shall not affect your obligation to pay Subscription Fees to us in respect of any right of access to the Services which was granted to you prior to the date of such termination, repudiation or expiry.

9.7 Subject to clause 6.5 all Subscription Fees which you pay to us under these Terms are non-refundable.

10 FORCE MAJEURE

10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that are caused by events outside our reasonable control (Force Majeure Event).

10.2 A Force Majeure Event includes in particular (but without limitation) the following:

10.2.1 Strikes, lock-outs or other industrial action;

10.2.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

10.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster or Act of God;

10.2.5 Impossibility of the use of public or private telecommunications networks;

10.2.6 The acts, decrees, legislation, regulations or restrictions of any government; and

10.2.7 The non-delivery or late delivery of products or services to us by third parties.

10.3 Our performance under these Terms is deemed to be suspended for the period that the Force Majeure Event continues and we will have an extension of time for performance for the duration of that period.

11 NOTICES

11.1 All notices given by you to us must be given to FCSA at 71-75 Shelton Street, London, WC2H 9JQ or info@fcsa.org.uk. We may give notice to you at either the e-mail or postal address provided to us when signing up to our Website. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee and in the case of you serving notice on us, that you have received an acknowledgement email from us in response.

12 WAIVER

12.1 If we fail at any time to insist upon strict performance of any of your obligations under any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under them, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with these Terms.

13 SEVERABILITY

13.1 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term or condition will to that extent be severed from the remaining Terms which will continue to be valid to the fullest extent permitted by law.

14 ENTIRE AGREEMENT

14.1 These Terms, the Privacy Policy and the Website Terms and Conditions contain and constitute the entire understanding and agreement between us in connection with and about the subject matter of these Terms and supersede all earlier and other agreements and understandings between us and all earlier representations by either of us about such subject matter. Any prior representations, warranties, statements and assurances which are not expressly set out in these Terms will not be of any effect. Each Party warrants that there is no representation, warranty, promise, term, condition, obligation or statement upon which they have relied in entering into these Terms and which is not expressly set out in these Terms and no such representation, warranty, promise, obligation, statement or any other term or condition is to be implied in them whether by virtue of any usage or course of dealing or otherwise (including, subject to clause 4, by statute or common law) except as expressly set out in these Terms. If a Party has given any representation, warranty, promise or statement then (except to the extent that it has been set out in these Terms) the Party to whom it is given waives any rights or remedies which it may have in respect of it. This clause shall not exclude the liability of a Party for fraud or fraudulent misrepresentation or concealment or any resulting right to rescind these Terms.

15 AMENDMENT

15.1 These Terms may not be amended, modified, varied or supplemented except in writing signed by or on behalf of both Parties.

16 THIRD PARTY RIGHTS

17.1 Nothing in these Terms is intended to confer a benefit on, or to be enforceable by, any person who is not a Party to these Terms. These Terms do not create any rights under the Contracts (Rights of Third Parties) Act 1999 enforceable by any person who is not a Party to them.

17 GOVERNING LAW AND JURISDICTION

17.1 These Terms (and any Subscription governed by them) shall be governed in all respects by and be construed in accordance with English law (including all non-contractual disputes or claims arising out of the subject matter of these Terms).

17.2 Any claim or dispute arising from or related to these Terms (including their enforcement or their termination) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales and the Parties hereby irrevocably submit to the jurisdiction of these courts.

18 TRADEMARK

18.1 You must not display or use in any manner FCSA or Diligence Hub trademarks or logos without FCSA’s prior written permission.