Terms and conditions.

1. PART 1 – MASTER AGREEMENT

1. Parties and Formation of Agreement 

This Agreement is made between Jamie Technologies Ltd, a company incorporated in England and Wales with company number 17325258 and registered office at 9 Caxton House, Broad Street, Cambourne, Cambridge, CB23 6JN, United Kingdom ("Jamie HR"), and the business customer identified in the applicable Order Form or otherwise using the Platform (the "Customer"). 

1. This Agreement becomes binding on the earlier of: (a) signature of an Order Form by or on behalf of the Customer; or (b) the Customer accessing, enabling, or using the Platform. 

2. Individuals who access the Platform on the Customer’s behalf do so under the Customer’s authority. They are not parties to this Agreement and acquire no direct contractual rights against Jamie HR under it. 

2. Definitions and Interpretation 

1. In this Agreement, unless the context otherwise requires: 

2. In this Agreement, references to "including", "for example" or similar words are illustrative and do not limit the generality of the preceding words. Clause headings are for convenience only and do not affect interpretation. 

3. Scope of Services 

1. Jamie HR shall provide the Customer with access to the Platform as a cloud-based HR management solution. The Platform may include functionality relating to employee records, onboarding, document and workflow management, holiday and absence management, compliance tracking, reporting, notifications, integrations and other associated features as made available from time to time. 

2. Subject to the terms of this Agreement, Jamie HR grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the term of this Agreement to permit Authorised Users to access and use the Platform for the Customer’s internal business operations. 

3. Jamie HR may update, improve, modify, replace or withdraw features of the Platform from time to time. Jamie HR shall use reasonable endeavours not to make any change that materially degrades the core functionality expressly identified in the applicable Order Form. 

4. Authorised Users and Account Security 

1. The Customer may authorise Authorised Users to access the Platform. The Customer is responsible for all acts and omissions of Authorised Users as if they were its own acts and omissions. 

2. The Customer shall ensure that login credentials, API keys and other access methods are kept confidential and secure. The Customer shall promptly disable or remove access for any person who is no longer authorised to use the Platform. 

3. The Customer shall notify Jamie HR promptly if it becomes aware of any unauthorised access to the Platform, misuse of credentials, suspected security incident or other breach affecting the Services. 

5. Fees, Billing and Monthly Active Users 

1. The Customer shall pay the Fees in accordance with this Agreement and the relevant Order Form. Unless otherwise stated in the Order Form, Fees are calculated by reference to Monthly Active Users. 

2. For each calendar month, a user counts as a Monthly Active User where that user’s profile has not been deleted and the user’s activity window overlaps that month. The activity window begins on profile creation and ends on the end of employment or, if earlier, suspension, archival or equivalent deactivation of the profile. This includes profiles created for future-dated hires. A user is not counted for a month only where there is no overlap between the activity window and that month. 

3. All Fees are exclusive of VAT and any other applicable sales, use or similar taxes, which shall be payable by the Customer at the prevailing rate. 

6. Payment Terms 

1. Jamie HR may invoice monthly in arrears unless the Order Form provides otherwise. The Customer shall pay all invoices in full, without set-off, counterclaim, deduction or withholding, within the payment period stated in the Order Form. 

2. All card and direct debit payments are processed on Jamie HR’s behalf by Stripe. By providing payment details, the Customer authorises Jamie HR, through Stripe, to charge the Fees when they fall due. Use of Stripe is subject to Stripe’s own terms, and Jamie HR does not store full card numbers. 

3. If any amount due remains unpaid after the due date, Jamie HR may charge interest on the overdue amount at a rate of 4% per annum above the Bank of England base rate, accruing daily from the due date until payment is made in full. 

4. Without prejudice to any other rights or remedies, Jamie HR may suspend access to all or part of the Services where the Customer fails to pay undisputed amounts when due, having first given the Customer not less than 14 days’ written notice and an opportunity to pay. 

7. Free Trial 

1. Jamie HR may make the Platform available to the Customer on a free trial basis for the trial period notified by Jamie HR or set out in the Order Form. No Fees are payable for the trial period, and the availability, service level and support commitments in this Agreement and any SLA do not apply during the trial. 

2. During the trial, the account may be pre-populated with fictitious sample data for demonstration purposes only. This demonstration data is not Customer Data. The Customer may remove it at any time using the “delete demo data” option in the Platform, and it is removed automatically when the Customer converts to a paid plan. 

3. The Customer may add its own data during the trial. The Customer can export its data at any time during the trial in a machine-readable format (CSV or JSON), and is responsible for exporting any data it wishes to keep before the trial ends. 

4. If the Customer does not subscribe to a paid plan before the end of the trial period, the account will be locked and all data in it, including any Customer Data and Personal Data, will be permanently deleted within seven (7) days of the end of the trial. Deletion is irreversible and the data cannot be recovered. 

5. Jamie HR will give the Customer reasonable advance notice by email before the trial ends and before any deletion, so that the Customer can subscribe or export its data. The trial is provided on an as-is basis. 

8. Customer Obligations 

1. The Customer shall: (a) comply with all applicable laws and regulations in connection with its use of the Services; (b) ensure that it has all necessary notices, consents, lawful bases and internal policies required to submit Customer Data to the Platform and to instruct Jamie HR to process it; (c) ensure that Customer Data is accurate and up to date; and (d) use the Services only for lawful internal business purposes. 

2. The Customer shall not, and shall not permit any third party to: (a) copy, modify or create derivative works from the Platform except as expressly permitted by law in England and Wales; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Platform; (c) interfere with, disrupt, probe or test the vulnerability of the Platform except as agreed in writing with Jamie HR; (d) upload or transmit harmful code; or (e) use the Platform to build or support a competing product or service. 

3. The Customer is solely responsible for its employment, compliance, hiring, onboarding and operational decisions and for how it uses outputs generated by the Platform. 

9. Trusted Network and Referrals 

1. Jamie HR may make available, within the Platform (excluding mobile applications), a curated network of third-party service providers ("Trusted Network") for business-to-business purposes. 

2. Where enabled, the Customer may choose to access third-party services via referral links or introductions provided by Jamie HR. Use of such services is entirely optional and at the Customer’s discretion. In particular: 

1. limited business contact information (such as organisation name, contact name, and business email) may be shared with the relevant provider solely for the purpose of facilitating the requested introduction or service; 

2. Jamie HR may track referral activity for the purpose of administering the Trusted Network and calculating any applicable commercial commission or referral fee; and 

3. Jamie HR does not act as a party to any agreement between the Customer and the third-party provider and accepts no responsibility or liability for the services provided by such third parties. 

3. The Customer acknowledges that all third-party services are governed by the terms and privacy policies of the relevant provider and that Jamie HR does not control or assume responsibility for those services. 

4. For the avoidance of doubt, Trusted Network functionality is not made available to individual end users via the Jamie HR mobile applications and does not form part of the core HR software services provided by Jamie HR. 

10. Data Protection 

1. As between the parties, the Customer is the Controller of Customer Data containing Personal Data, and Jamie HR is the Processor. The processing of Personal Data by Jamie HR on behalf of the Customer is governed by the Jamie HR Platform Data Processing Agreement (the "DPA"), which is incorporated into and forms part of this Agreement by reference. The current version of the DPA is provided with the Order Form and is available from Jamie HR on request. 

2. The DPA sets out the parties’ respective obligations in relation to security, sub-processors, data subject rights, breach notification, international transfers, and the return or deletion of Personal Data. In the event of conflict between the DPA and this Part 1 in relation to the processing of Personal Data, the DPA prevails. 

3. Jamie HR maintains its list of sub-processors separately. Jamie HR may update the sub-processor list from time to time on not less than 30 days’ notice in accordance with the DPA. Updating the sub-processor list does not require re-execution of this Agreement or the DPA. 

4. Where the Customer enables features that involve processing of special category data or biometric data, the Customer acknowledges that it is responsible for identifying and documenting the lawful basis and any additional condition required under applicable Data Protection Laws. 

11. AI-Assisted Functionality 

1. Where AI-assisted or automated guidance features are made available within the Platform, such functionality is provided for general informational assistance only. 

2. AI-assisted outputs do not constitute legal, HR, employment, immigration, compliance or professional advice. The Customer must not rely on them as a substitute for human judgement, internal approval processes or independent professional advice where required. 

3. Unless separately agreed in writing, Jamie HR does not use the Customer’s Personal Data to train general-purpose AI models. 

12. Intellectual Property Rights 

1. All intellectual property rights in and to the Platform, the Services, the underlying software, workflows, interfaces, documentation, know-how and materials supplied by Jamie HR remain vested in Jamie HR or its licensors. 

2. Except for the limited rights expressly granted under this Agreement, no rights are granted to the Customer by implication, estoppel or otherwise. 

3. The Customer retains ownership of Customer Data. The Customer grants Jamie HR a non-exclusive right to host, copy, transmit, display and otherwise process Customer Data solely to the extent necessary to provide, secure, support and improve the Services for the Customer and to comply with applicable law. 

13. Availability, Support and Changes 

1. Jamie HR shall use reasonable endeavours to make the Platform available on a continuous basis and targets 99.9% uptime, excluding planned maintenance, emergency maintenance and downtime caused by third party networks, internet failures or other matters outside Jamie HR’s reasonable control. Service levels are set out in the Service Level Agreement Annex where one is agreed in the Order Form. 

2. The Services are provided on an "as is" and "as available" basis. Jamie HR does not warrant that the Services will be uninterrupted, error-free or free from delays. 

14. Confidentiality 

1. Each party shall keep the other party’s Confidential Information confidential and shall not use or disclose it except as necessary to perform this Agreement, to exercise its rights under it, or as required by law, regulation or court order. 

2. Each party may disclose Confidential Information to its employees, professional advisers, contractors and group companies on a need-to-know basis, provided that such recipients are bound by obligations of confidence no less protective than those in this clause. 

3. The obligations in this clause do not apply to information that: (a) is or becomes public other than through breach of this Agreement; (b) was lawfully known by the receiving party before disclosure; or (c) is lawfully received from a third party without restriction on use or disclosure. 

15. Liability 

1. Jamie HR shall perform the Services with reasonable skill and care. However, except as expressly stated in this Agreement, all conditions, warranties, representations and other terms that might otherwise be implied by statute, common law or otherwise are excluded to the fullest extent permitted by law. 

2. In particular, and without limitation, Jamie HR does not warrant that: (a) the Platform will be uninterrupted or error-free; (b) any verification, screening or compliance result will be accurate, complete or suitable for a specific purpose; or (c) use of the Services will make the Customer compliant with any law, regulation, internal policy or third-party requirement. 

3. The Customer must not rely on any output from the Services as the sole basis for employment, compliance, onboarding, access control, disciplinary, contractual or other business decisions. 

4. Subject to the remaining provisions of this clause, Jamie HR shall not be liable for any indirect, consequential or special loss, or for any loss of profit, revenue, business, contracts, goodwill, anticipated savings, use of data or business interruption. 

5. Subject to the following clause, Jamie HR’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, negligence (including negligent acts or omissions), breach of statutory duty or otherwise, and including all liability relating to data protection, confidentiality and cyber security incidents, shall not exceed a sum equal to the total Fees paid by the Customer in the six (6) months immediately preceding the event giving rise to the claim. 

6. Nothing in this Agreement excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability to the extent it cannot lawfully be excluded or limited. 

16. Suspension and Termination 

1. This Agreement continues until terminated in accordance with its terms. Unless the Order Form specifies a longer committed term, either party may terminate this Agreement on 30 days’ written notice. 

2. Jamie HR may suspend or terminate the Services immediately on written notice where: (a) the Customer fails to pay any undisputed amount when due and such failure continues for 14 days after notice; (b) the Customer commits a material breach of this Agreement which, if capable of remedy, it has failed to remedy within 30 days of written notice requiring it to do so; (c) Jamie HR reasonably believes that the Customer’s use of the Services is unlawful, fraudulent, abusive or creates material security, legal or regulatory risk; or (d) continued provision of the Services would cause Jamie HR to breach law or regulatory requirements. 

3. Upon termination or expiry of this Agreement: (a) the rights granted to the Customer under it shall cease; (b) the Customer shall stop using the Services; (c) all outstanding Fees shall become immediately due and payable; and (d) Jamie HR shall deal with Customer Data in accordance with the DPA. 

4. Any provision which is expressed to survive, or which by implication is intended to survive, termination shall remain in full force and effect, including clauses relating to confidentiality, intellectual property, liability, accrued rights and payment obligations. 

17. General 

1. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous drafts, discussions, negotiations and understandings relating to it. 

2. No variation to this Agreement is effective unless made in writing and agreed by both parties, except that Jamie HR may update non-material operational or platform-specific terms on notice where reasonably necessary to reflect changes in the Services, provided no such update materially reduces the protections or commercial rights of the Customer without agreement. 

3. The Customer may not assign, novate, transfer or otherwise dispose of any of its rights or obligations under this Agreement without Jamie HR’s prior written consent. Jamie HR may assign or transfer this Agreement to an affiliate or in connection with a corporate reorganisation, merger, acquisition or sale of all or substantially all of its business relating to the Services. 

4. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remainder of the Agreement shall remain in effect. 

5. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, except that an affiliate of Jamie HR may enforce any provision expressly stated to benefit it. 

6. Any notice under this Agreement shall be in writing and sent by email to the contact details set out in the Order Form or otherwise notified by the relevant party for contractual notices. Notices shall be deemed received at the time of transmission if sent during business hours in England, otherwise at 9:00 a.m. on the next business day. 

7. This Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction. 

2. PART 2 – DATA PROCESSING

The processing of Personal Data by Jamie HR on behalf of the Customer in connection with the Platform and the Services is governed by the Jamie HR Platform Data Processing Agreement (the "DPA"), a separate document which is incorporated into and forms part of this Agreement by reference. 

1. Incorporation of the DPA 

1. The DPA sets out the parties’ obligations in respect of the processing of Personal Data, including roles, processing instructions, security measures, sub-processors, assistance with data subject rights, personal data breach notification, international transfers, audit, and the return or deletion of Personal Data on termination. The DPA satisfies the requirements of Article 28 of the UK GDPR. 

2. The current version of the DPA is provided with the Order Form and is available from Jamie HR on request. The DPA may be updated to reflect changes in applicable law or Jamie HR’s sub-processors in accordance with its terms; updates to the sub-processor list are made by notice and do not require re-execution of this Agreement or the DPA. 

3. In the event of any conflict between the DPA and any other part of this Agreement in relation to the processing of Personal Data, the DPA prevails to the extent of the conflict.