This agreement describes how the User may use Yomly.
In this agreement, where this document says “Yomly” it means the on-line human resources software – www.uomly.com or (such other URL as the Provider may notify to the User from time) together with the Services.
Who this agreement is between;
This agreement is between:
“the User”- the person or organisation authorised to use Yomly.
“the Provider”- Yomly Ltd, company registration number 11132492, Vat number GB285491761 and whose registered office is situated at Broad Quay House, Prince Street, Bristol BS1 4DJ.
By entering into this agreement, both the User and the Provider agree to be bound by its terms.
How the User accepts this agreement, and when this agreement starts;
The User accepts the terms and conditions of this agreement when it either ticks a box or clicks on a button to confirm that it accepts this agreement when Yomly asks it to.
This agreement will continue until terminated in accordance with clause 18 below.
If the User is not willing to accept these terms and conditions and therefore decides not to enter into this agreement, it should contact the Provider and is not permitted to use Yomlyor any of the Services.
The User’s rights to use Yomly, its obligations and ‘cooling off’;
If the User accepts this agreement and pays the relevant fees, then the Provider gives to the User the right to use Yomly in the way described in this agreement, and in accordance with any service announcements, administrative messages, sales support literature, and other information from Yomly. The User must not use Yomly in any other way.
The User shall only use Yomly for internal business management and HR purposes and shall input its own employee data information in order to assist it in managing that information. It is also authorised to allow its own employees to input their own information.
Yomly enables the User to submit content which is then stored in a document library. Such content will, generally, comprise employee data information, and will include such matters as their forename, surname, start date and job title. The User retains ownership of any intellectual property rights that it holds in that content. However, access to this information is dependent upon the User complying with these terms and conditions and ensuring that the applicable fee has been paid in full. The Provider will take all technical and appropriate security measures to protect the information from loss or damage although the User is advised to back up or keep copies of any information inputted into Yomly (or generated by it) as the Provider cannot guarantee that the User’s data information will not be lost corrupted or damaged.
The User cannot transfer its rights under this agreement to to use Yomly (or any of the Services) to any other person or organisation.
The User must comply with all applicable laws in respect of its use of Yomly, and the User must also ensure that the content of any data it inputs into Yomly does not, and will not, result in any injury, damage or harm to Yomly or any third party (including, without limitation, defamation or breach of confidentiality). Such content must also does not contain anything which is unlawful, obscene, indecent or immoral or which promotes or condones any illegal or unlawful activities. It is also a condition of use that the User does not upload content (for example music or videos) for which it does not hold the copyright. The User acknowledges that although Yomly forms part of to a group of companies whose core business is the offering of professional HR advice, Yomly is not a substitute for seeking any employment law advice.
The User may purchase or subscribe to third party complimentary products or software services that integrate or work with Yomly (“Additional Services”). It is The User’s responsibility to decide whether or not to access and use the Additional Services, and if the User chooses to do so, it must agree to the separate applicable terms and conditions presented to it by Yomly, or the third party, for those Additional Services. If there is a conflict between any of the terms of this agreement and the Additional Services terms, then the Additional Services terms will prevail in relation to the User’s use of the Additional Services. The Provider is not responsible for any issue with any third-party technology, information and/or services and will not be liable for those issues. The Provider may withdraw access to such third-party technology, information or services via Yomly at any time and without notifying the User.
If the User is an ‘individual’ within the meaning of the Consumer Credit Act 2006 then they are entitled to a ‘cooling off’ period. A User falls within the definition of an ‘individual’ and is thereby entitled to a ‘cooling off’ period, if they are (1) a natural person ( i.e an individual) (2) a partnership consisting of two or three persons not all of whom are bodies corporate or (3) an unincorporated body of persons which does not consist entirely of bodies corporate and is not a partnership. The ‘cooling off’ period will entitle such a User to cancel their use of Yomly and release them from any obligation to pay a fee, provided such notification is received by the Provider within 5 working days from when they accept the terms of this agreement and become a User. In those circumstances the User may become liable to pay the Provider a fee for the Services used, such fee to be agreed between the provider and the User.
(a) Setting up an Yomly account on the basis of an agreement to pay a monthly subscription; The Provider will give the User its sign-in details and password(s) to enable it to use Yomly (the “sign-in information”) as soon as the User has registered with the Provider and has accepted these terms and conditions of use.
The Provider will provide access to Yomly until either the User or the Provider end this agreement in one of the ways set out in clause 18. If at any time the Provider charges the User an incorrect fee, then the Provider reserves the right to rectify its invoice and claim the correct payment from the User which the User agrees to pay.
he User may increase the subscription fee payable for Yomly at any time by adding more employees on to the system which will automatically increase the fees payable and take effect from the User’s next payment date.
If the User is a recognised partner of Yomly, its customers will be provided with log – in details to Yomly and be covered by terms 5.1 in this agreement.
(b) Setting up a Yomly account on the basis of a fixed term contract;
The Provider will give the User its sign-in details and password(s) to enable it to use Yomly (the “sign-in information”) as soon as the User has registered with the Provider and has accepted these terms and conditions of use.
Following registration, the Provider will provide access to Yomly until either the User or the Provider end this agreement either in one of the ways set out in clause 18 or by virtue of the operation of the terms of the contract signed by the Provider and the User. If at any time the Provider charges the User an incorrect fee, then the Provider reserves the right to rectify its invoice and claim the correct payment from the User which the User agrees to pay.
Use of Yomly
The User is solely responsible for obtaining and maintaining its internet and network connections and any associated connectivity problems are its own responsibility.
The Provider will take reasonable steps to make sure that Yomly is free from viruses, but it cannot guarantee this. The Provider recommends that the User operates with its own virus-protection software as the Provider cannot be held responsible for any loss or damage caused by any viruses or other harmful technology that may infect the User’s computer systems, data or other material owned by it.
The Provider cannot guarantee that Yomly will be compatible with the User’s web browser or computer set-up or that the User’s access to Yomly will be uninterrupted or error free (as this may on occasions be beyond the Provider’s control). The User is responsible for controlling access to its own Yomly account. The User should not allow anyone else to use its sign in information and the User should also change its password at regular intervals.
From time to time the Provider may temporarily suspend access to Yomly for maintenance, repairs or other reasons. The Provider will try to do this outside normal business hours and provide the User with notice in advance, but this might not always be possible.
Adding Services to the User’s Yomly Account;
To add Additional Services to Yomly, the User must pay the applicable fee for each Additional Service in accordance with the terms and conditions of this agreement.
The User can add Services via its Yomly customer account portal. If the User wishes to add Additional Services to its Yomly account but experiences difficulty, then the User must contact The Provider and must forthwith cease the addition of such Additional Services until the Provider has successfully cured the difficulty. When adding an Additional Service to its Yomly account, the applicable fee payable) will be amended to reflect such Additional Service(s). To discuss any Additional Services the User must contact The Provider via email, telephone or web chat.
(a) Fees for those Users who pay on a monthly subscription;
The User acknowledges and agrees that there is a monthly subscription fee of £3 per employee payable for Yomly and for each additional employee the User adds to its Yomly account. The User agrees that, unless the Provider has the User’s payment details registered with it, and which are up to date, it will not be able to use Yomly or any of the Services (unless the Provider has specified to the contrary). The User agrees to increase or decrease its subscription billing amount dependant on how many employees it adds or removes from its account and acknowledges that it will receive a monthly billing amount that totals the number of employees it had registered on its account during the previous billing period.
The User will ensure that all subscription payments are made to the Provider by debit or credit card (unless the Provider agree to another payment method) in the currency the Provider specifies, together with any applicable VAT (or other sales tax) which the Provider shall add at the prevailing rate to the subscription fee payable by the User.
VAT is payable in addition to the fees set out in the subscription Fee, which are shown exclusive of VAT.
Restrictions on The User’s use of Yomly;
The User must not introduce any viruses or harmful technology to Yomly.
The User must not try to gain unauthorised access to Yomly or any underlying technology.
The User must not try to affect the availability of Yomly to other registered users (sometimes called ‘a denial-of-service attack’).
Except as expressly permitted in this agreement, the User must not give anyone else any right (of any kind) to use or benefit from Yomly in any way, or provide Yomly to others, unless others are entitled to use Yomly within the User’s business and are added to Yomly as a user of the Service.
The User must not use Yomly to develop its own software. Specifically, the User must not use or copy all or any part of Yomly’s ‘graphical user interface’, ‘operating logic’ or ‘database structure’ for it to be used as part of, or to develop, any software or other product or technology.
The User must not make any use of the Services which damages or is likely to damage the Provider’s business or reputation, the availability or integrity of Yomly, or which causes or threatens to cause the Provider to incur any legal, tax or regulatory liability.
(a) The User’s Information, Customer Data and Personal Data Information;
The User hereby agrees as follows:
The User provides employee information to the Provider (excluding data inputted directly by the User into Yomly) which the Provider refers to in this agreement as “Customer Data”.
Help, manage and administer the User’s use of Yomly.
Fulfil the Provider’s contractual obligations under this agreement.
Liaise with regulators, banks, law enforcement agencies (including the police) when the Provider determines that it is necessary to do so.
Contact the User to see if the User would like to take part in the Provider’s customer research.
Contact the User about other products and services which the Provider thinks the User will be interested in.
Deliver targeted advertising, marketing (including in-product messaging) or information to the User which may be useful to it, based on its use of Yomly; and
(b) The Provider may disclose information to other companies in the Yomly group of companies, its contractors, and other organisations including, without limitation;
Organisations which the Provider uses to help it send communications;
Organisations the Provider uses to help it provide the software or Services (such as hosting providers, where relevant);
Law enforcement agencies;
Third parties (if any) used by the Provider to help perform its obligations to the User under this agreement; and Any other person in order to meet any legal obligation on the Provider, including statutory or regulatory reporting.
(c) If the User provides The Provider with information which contains personal data the Provider will process, and the User agrees and authorises it to process that data, in accordance with the Data Protection Act 1998, if the User is a user of Yomly in the United Kingdom (“Data Protection Laws”). Where the Provider use the terms “personal data”, “data processor” and “data controller” in this agreement the Provider means those terms which are defined in the Data Protection Laws.
(d) If at any time the User does not want the Provider to use its personal data, the User must notify it by email using firstname.lastname@example.org
(a) The User owns its Customer Data and has sole responsibility for the legality, reliability, integrity, accuracy and quality of that Customer Data.
(b) To the extent that personal data is included in any Customer Data the Provider will process that data on the User’s behalf as a data processor. The Provider will only process such personal data in accordance with the User’s instructions (and the User hereby authorises the Provider to take such steps in the processing of personal data on its behalf as are necessary for the performance of the Provider’s obligations under this agreement).
(c) The Provider will use any Customer Data that the User transfers to it pursuant to this agreement to:
Help manage and administer the User’s use of Yomly; and
Fulfil its contractual obligations under this agreement.
(d) The User warrants and represents that:
The User will comply with the Data Protection Laws;
The User is authorised pursuant to the Data Protection Laws to disclose any personal data which the User discloses or otherwise provides to the Provider regarding persons other than itself;
The User will where required under the Data Protection Laws obtain all necessary consents in order for ( i ) it to disclose the personal data to the Provider; (ii) to enable the Provider to process the personal data for the purposes of providing the Services (iii) to disclose the personal data to those parties set out in clause 11.11 below including where the subjects of the personal data are residents outside the European Economic Area.
(e) The Provider warrants and represents that during the term of this agreement the Provider will:
Comply with the Data Protection Laws applicable to the Provider whilst such personal data is in its control;
(having regard to the state of technological development and the cost of implementing any measures) Take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected; and Take reasonable steps to ensure the reliability of its employees who have access to any personal data.
(f) The User acknowledges and agrees that for the purposes of providing Yomly under this agreement, personal data may be transferred outside the European Economic Area.
(g) The Provider may, provide Customer Data that the User transfers to the Provider pursuant to this agreement to:
The Provider’s agents, service providers and other Yomly Group Companies;
Law enforcement agencies;
Any other person in order to meet any legal obligations of the Provider, including statutory or regulatory reporting; and
Any other person who has a legal right to require disclosure of the information.
The Provider aims to provide the User with 24-hour support 7 days a week through the self-help tools (although there may be times where the Provider is unable to do so for reasons outside its control). The Provider will also provide support by [email] or [telephone] during working hours Monday to Friday between the hours of 8am and 6pm GMT. In the event that the Provider is required to access the User’s system to provide such support the User duly authorises such access.
The Provider reserves the right to change how it provides support to the User (and if any applicable charges will become payable) by posting a notification on Yomly or emailing the User with details of the changes. The Provider will aim to give the User as much advance notice as possible of these changes.
The Provider will not at any time however, give the User technical support or other assistance for any hardware, third-party software or other equipment issue on which Yomly has been installed.
Intellectual Property Rights;
Although the User has the right to use Yomly line as described in clause 4, the User will not own any of the intellectual property rights in Yomly. The Provider (or the third party from whom the Provider obtains the rights if the Provider is not the owner) will continue to own the intellectual-property rights in Yomly, including any software the Provider provides to replace all or part of Yomly. The only rights the User will have to Yomly are as set out in this agreement.
The Provider (or its licensors) owns the rights to Yomly and any related logos or images. By allowing the User to use Yomly, the Provider does not give the User ownership of any of those rights, logos or images.
The User undertakes not to use Yomly’s name or brand in any promotion or marketing or announcement without its prior written consent.
Obligations on Yomly;
(a) Whilst the Provider aims to provide uninterrupted use of Yomly, this cannot be guaranteed. The Provider will not be responsible for any failure to perform its obligations under this agreement, in the event that it is prevented from providing a continuous service due to circumstances beyond its control. Wherever possible, the Provider will provide an advance warning notification on Yomly or by email of any known or planned interruptions and the Provider will use its best endeavours to keep any interruption to as short as possible.
(b) The Provider gives no warranties to the User in respect of the following matters:
That Yomly will meet the User’s own needs;
That the User will be able to use Yomly in any particular way;
That the User will get particular outputs from Yomly;
That the standard of the results the User derives from using Yomly will meet a particular standard; or
that, where the User uses the Provider’s technical support services, the Provider will be able to correct or remedy the User’s particular problem
(c) The User cannot rely on any statement or representation made by any party prior to the registration of the User as a user of Yomly.
(d) The Provider agrees that it will use its reasonable skill and care to provide the Services to the User under this agreement.
(a) The Providers liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this agreement will be limited to an amount equal to the total of all fees paid or payable by the User for its use of Yomly in the 1-month period in which the claim arose.
(b) The Provider will not be responsible, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, and restitution or otherwise for any of the following (even if the Provider knew or should have known there was a possibility the User could suffer or incur such loss or damage):
Loss of profit;
Loss of business or revenue;
Depletion of goodwill or similar losses;
Loss of use or loss of or damage to data/information inputted by the User into Yomly;
Any interruption to the User’s business or damage to information, however that interruption or damage is caused;
Any loss or damage which the Provider could not have reasonably foreseen at the time the User entered into this agreement including, without limitation, any special, indirect or consequential loss or damage.
(c) Nothing in this agreement will exclude or limit the liability of either the User or the Provider in respect of:
Death of or personal injury to any person as a result of negligence; or
Any other matter which cannot be excluded or limited under applicable law.
17. Force Majeure;
17. Neither party shall be liable for any default arising due to act of God, war, any industrial action including strike and lockout, fire, flood, drought, tempest or other natural disaster, or any other event beyond either party’s reasonable control.
18. (a) Termination of an agreement based on a monthly subscription service;
The Provider may terminate this agreement immediately if it does not receive the User’s subscription fee or any other fees due to it under this agreement by the relevant due date.
The Provider may terminate this agreement at any time on giving the User at least 30 days’ notice and if the Provider does so, then it will refund to the User any amounts the User may have paid in advance for the applicable subscription period, calculated from the date of termination.
The User may terminate this agreement at any time by cancelling its subscription. The Users cancellation is effective from the first bill date after the cancellation. If a User cancels their subscription, the Provider will not be obliged to refund to the User any amounts it may have paid in advance for the applicable subscription period, and the User must immediately pay all sums owed by it to the Provider no later than the date of termination. If the User continues to use Yomly after the expiry of any subscription period, the Provider will be entitled to charge the User for such use at its then current fees.
(b) Termination of an agreement based on a fixed term contract.
i The termination provisions in the contract are repeated and set out herein.
(c) Termination generally;
If either the User or the Provider discover that there has been a breach of the terms of this agreement by then it can: –
Require the party in breach by notice in writing to rectify it within 30 days of the date of service of such notice.
If the breach is not rectified within that period to terminate this agreement by giving written notice that this agreement will terminate forthwith.
If either party shall;
become insolvent or bankrupt or have a receiving order or administration order made against it or compound with its creditors, or being a corporation commences to be wound up (not being a member’s voluntary winding up for the purposes of reconstruction or amalgamation), or carries on its business under an administrator or administrative receiver for the benefit of its creditors or any of them, then the other party shall have the right forthwith by notice in writing to that party or to the administrator, administrative receiver or to the liquidator or to any person in whom this agreement shall have become vested to terminate this agreement, to terminate this agreement.
In the event of this agreement being terminated under this Clause the party giving notice shall have the right, by prior notice to the other, to enter that other’s premises if appropriate for the sole purpose of removing any item, equipment or materials which is its property and which are clearly marked and identified as such.
The exercise of either party of their rights under this Clause shall not prejudice any of their rights or obligations accrued prior to termination, and the provisions referred to in the Clause relating to Termination for Breach as continuing obligations shall apply.
No matter how this agreement ends, the information the User stores in Yomly remains the User’s information and the User can access it in a format provided by Yomly before the end of the agreement. After this agreement ends, the information the User may have stored in Yomly will be retained for a period of 6 years.
If any provision of this Agreement is held illegal or unenforceable such provision shall be severed and shall be inoperative, and, provided that the fundamental terms and conditions of this agreement remain legal and enforceable, the remainder of this agreement shall remain operative and binding on the Parties
If the User or the Provider fails to, or delays in, exercising any rights under this agreement, that will not mean that those rights cannot be exercised in the future.
This agreement and the documents the Provider refers to above (including the contract for those users who use Yomly by virtue of that written contract) constitute is the entire agreement between the User and the Provider for use of Yomly, and replaces all documents, information and other communications (whether spoken or written) between them for such use.
This agreement is personal to the User and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by the User without the Provider’s prior written consent. The Provider may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this agreement at any time without the User’s consent.
A person who is not a party to this agreement has no right to enforce any term of it.
Where either party is required to notify the other party by email, the party shall be deemed to have received the email on the first business day following transmission.
20. Which laws govern this agreement?
If the User subscribes to Yomly in the United Kingdom, then this agreement (and all non-contractual claims and disputes) is governed by the laws of England and Wales and the User and the Provider both agree that the courts of England and Wales shall be the only courts competent to decide disputes in relation to this agreement.
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Registered Office: Yomly Limited, Broad Quay House, Prince Street, Bristol BS1 4DJ