Terms & Conditions

TERMS AND CONDITIONS AGREEMENT

This agreement is made between TW Elite HR (hereafter referred to as “the Advisor”) and [Client’s Name] (hereafter referred to as “the Client”). By engaging the Advisor’s services, the Client agrees to the following terms and conditions:

1. ACCEPTANCE OF AGREEMENT

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the website. The client agrees to the terms and conditions outlined in this Agreement. This agreement constitutes the entire and only agreement between the Advisor and the Client, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Advisor and Client relationship, the content, products or services provided by us and the subject matter of this Agreement. By requesting, using or continuing to use our services, you acknowledge that you have read, understood and agree to be bound by these Terms and Conditions. If you do not agree with any part of these terms, you should not proceed with our services.

1.1. Signature. A virtual signature may be used and recognised.

1.2. Invoices/Emails. The Terms and Conditions will be referenced on either or all invoices, emails or contracts.

2. ENGAGEMENT. The Advisor agrees to perform tasks and related services to and for the Client (the “Services”) as may be requested from time to time by the Client, including, but not limited to, the services specified on Exhibit A, or any subsequent Exhibits, to this Agreement (each a “Statement of Work”), in accordance with the terms and conditions set forth therein and in this Agreement.

3. FEES. As consideration for the Services to be provided by the Advisor and other obligations, the Client shall pay to the Advisor the amounts specified in the Statement of Work.

3.1. Expenses. The Advisor shall bill and the Client shall reimburse the Advisor for all reasonable and pre-approved out-of-pocket expenses that are incurred in connection with the performance of the Services.

3.2. Invoicing. [The Advisor will bill the Client in advance of the execution of the Services specified in the Statement of Work.] OR [The Advisor will bill the Client after the execution of the Services specified in the Statement of Work.] OR [The Advisor will bill the Client [after/before] the execution of the below specified Services also included in the Statement of Work:]

3.3. Late payments. Payments not received by the due date the advisor reserves the right to suspend all services. The Advisor reserves the right to refuse completion or delivery of work until past due balances are paid. All materials or property belonging to the Client, as well as work performed, may be retained as security until all just claims against the Client are satisfied.

3.4. Interest on late payments. In the event the Client fails to remit payment of any amount due under this Agreement on or before the due date, in addition to any other rights the Advisor may have hereunder, the payment will accrue interest from that date due at the annual rate of 8% above the base lending rate from time to time of the official dealing rate of the Bank of England], accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement and the Client shall pay the interest immediately on demand.

3.5. In the event of collection enforcement, the Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorney’s fees, courts costs, and collection agency fees.

4. TERM OF AGREEMENT. The Advisor shall provide, with reasonable care and skill, and otherwise in the manner customarily performed by service providers in the HR Service industry, services to the Client on an ongoing basis starting from **START DATE**

4.1. EARLY TERMINATION.

4.1.1. Termination by the Client:
The Client may terminate this agreement at any time by providing 30 days written notice to the Advisor. In the event of early termination, the Client agrees to pay for all services rendered up to the termination date, including any work-in-progress.

4.1.2. Termination by the Advisor:
The Advisor may terminate this agreement at any time by providing 30 days written notice to the Client. The Advisor may terminate immediately if the Client fails to make payments, breaches confidentiality, or engages in unethical or unlawful practices.

4.1.3. Consequences of Early Termination:
In the event of early termination by either party, the Client shall pay any outstanding fees due up to the termination date. If the Client terminates the agreement without cause, the Client may be subject to a 10% early termination fee of the remaining agreed fees for the duration of the contract.

4.2. Payment Upon Early Termination. In the event of such termination, The Advisor shall be paid for any portion of the Services that have been performed prior to the termination in accordance with the Statement of Work.

5. STATEMENT OF WORK. The Statement of Work and the obligations thereunder shall terminate upon the Client’s acceptance of all Services and Work Product contemplated therein and full payment to the Advisor thereunder. The Parties may enter into any subsequent Statement of Work for additional Services to be performed by The Advisor which shall be subject to the terms of this Agreement, unless otherwise specified. The additional Services will be agreed in subsequent email correspondence between the Parties.

6. CHANGES TO THE SERVICES. Any material changes to the Services, including the schedule, deliverables, and related fees, must be approved by the prior written consent of the Party not requesting the change.

7. SUBCONTRACTING. In the performance of its obligations hereunder, the Advisor shall have the right, in its sole discretion, to assign, transfer, charge, delegate or subcontract its rights and responsibilities to any third party, provided that the Advisor shall remain responsible for the performance of any such third party. The Client shall not, without the Advisor’s prior written consent, assign or transfer in any other manner with all or any of the Client’s rights or obligations under the Agreement.

8. LOCATION OF SERVICE PERFORMANCE. Services shall be performed and provided virtually via email, fax, phone or other virtual means from the Advisor’s location.

9. OFFICE HOURS AND COMMUNICATION. Office hours are Monday - Friday, 9am to 5pm. Email is to be the primary form of communication between the Client and Service Provider. The Advisor is available for phone calls during office hours only. Occasional calls of only a few minutes in duration are not typically billed to the Client. However, the time of both parties must be respected, and calls lasting over 30 minutes will be billed to the Client. Telephone meetings must be prescheduled. Cancellation requires a minimum of 24-hour advance notice. Missed meetings or cancellations without sufficient notice will be billed to the Client.

If the Client requests Services outside of the above specified hours, the Advisor reserves the right to charge an additional 50% of the fees.

10. MATERIALS AND INFORMATION. The Client will provide all content, outlines, photos, product images, etc., necessary for any special projects. Source material must be clear and legible. The Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful and complete information necessary for the Advisor to perform or complete the Services. The Client ensures that the necessary permissions to use provided materials have been obtained.

11. GDPR COMPLIANCE. Both Parties hereby ensure that they are in full compliance with their respective obligations under the General Data Protection Regulation, (GDPR) (EU) 2016/679. Each Party will, if applicable, notify the other Party in a timely manner in the event of a data breach that involves the other Party’s data.

The Advisor will process the following personal data on behalf of the Client during the times and for the purposes specified below:

E-mail addresses, postal addresses, names, company data and any other HR related data, login details for any systems used.

12. INDEPENDENT CONTRACTOR RELATIONSHIP. The Advisor's relationship to the Client shall be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee or agency relationship between Client and Advisor. The Advisor shall not represent to any third party that any such relationship exists. The contractual relationship shall be non-exclusive. The Advisor shall be free to work with other companies so long as such work does not present a conflict of interest with regards to this Agreement or result in the disclosure of Confidential Information (defined below).

13. OWNERSHIP. All processes, methods, inventions, improvements, ideas, and other forms of intellectual property that the Advisor conceives, reduces to practice or develops during the term of the Agreement, alone or in conjunction with others, in connection with performance of the Services, including designs, data, software code, ideas, inventions, know-how, materials, marks, methods, procedures, tools, interfaces, and other forms of technology as well as any intellectual property rights of any kind therein (collectively, the “Work Process”), will be the sole and exclusive property of the Advisor.

All deliverables and works of authorship that the Advisor conceives, reduces to practice or develops during the term of the Agreement, alone or in conjunction with others, in connection with performance of the Services, including designs, data, software code, ideas, inventions, know-how, materials, marks, methods, procedures, tools, interfaces, and other forms of technology as well as any intellectual property rights of any kind therein (collectively, the “Work Product”), will be the sole and exclusive property of the Client. The Advisor hereby irrevocably assigns to the Client all right, title and interest worldwide in and to the Work Product and all intellectual property rights therein.

14. CONFIDENTIALITY. The Advisor may obtain access to information related to Client’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties provided to the Client in confidence) that the Client considers to be confidential or proprietary or the Client has a duty to treat as confidential. The Advisor will, unless having the written consent of the Client, (a) hold all Confidential Information in strict trust and confidence; (b) not use or permit others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement; and (c) not disclose or permit others to disclose any Confidential Information to any third party without obtaining the Client’s express prior written consent on a case-by-case basis.

14.1. Exceptions. The Advisor's obligations with respect to any portion of the Client Information as set forth above shall not apply when Advisor can document that (i) it was in the public domain at the time it was communicated to the Advisor by the Client; (ii) it entered the public domain subsequent to the time it was communicated to the Advisor by the Client through no fault of the Advisor; (iii) it was in the Advisor's possession free of any obligation of confidence at the time it was communicated to the Advisor by the Client; or (iv) it was rightfully communicated to the Advisor free of any obligation of confidence subsequent to the time it was communicated to the Advisor by the Client.

14.2. Passwords. Should the Client decide to grant the Advisor access to the Client’s business and/or personal accounts, the Client does so entirely at their own risk, and the Client is fully responsible for ensuring the security of the Client’s data. The Client will be solely responsible for any loss, liability or violations that might occur as a result of such access as long as any such loss can be directly tied to the work carried out under this agreement.

15. INDEMNIFICATION. Both parties agree to defend, protect, indemnify and hold one another harmless from any and all lawsuits, claims, damages, demands, liabilities or losses, including reasonable attorney fees and costs, brought, made or claimed as a result of any acts, including omissions, which are not outlined in this agreement.

16. WARRANTIES AND REPRESENTATIONS. Each Party hereby warrants and represents that such Party is free to enter into this Agreement, and that this Agreement does not violate the terms of any agreement between such Party and any third party.

17. ADVICE DISCLAIMER & LIMITATION OF LIABILITY
The Advisor provides HR consultancy services based on industry best practices and current employment laws. However, the advice given is for guidance purposes only and should not be considered legal advice. The Advisor shall not be held liable for any consequences arising from the Client’s use, misinterpretation, or failure to follow the advice provided. The Client remains responsible for ensuring compliance with all applicable laws and regulations.

To the fullest extent permitted by law, the Advisor shall not be liable for any indirect, incidental, or consequential losses, including but not limited to loss of profits, business interruption, reputational damage, or legal claims resulting from the Client’s reliance on the services provided. In any event, the total liability of the Advisor, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client for the services under this agreement.”

17.1. Insurance. The Advisor maintains appropriate professional indemnity insurance to cover claims arising from negligence or errors in the services provided. However, the Client acknowledges that it remains their responsibility to ensure they have appropriate insurance coverage for their business operations. The Advisor shall not be liable for any losses beyond the limits of the insurance policy, nor for any claims excluded from coverage.”

18. WORK PRODUCT CONFORMITY. The Advisor further warrants that the Work Product will fully conform to the specifications, requirements and other terms set forth in this Agreement (the “Specifications”) and the attached Exhibit A. If the Client determines in its sole discretion that the Work Product does not conform to the Specifications, the Client shall inform the Advisor, within 3 working days of the Work Product delivery, of such nonconformity and the Advisor will repair or replace the Work Product without extra charge. If the Client does not voice any concerns within 3 working days, the Advisor is not obligated to do any remedial work free of charge. If the Client’s request goes beyond the Specifications, the request will not be considered a remedial request and the Advisor will inform and bill the Client with regards to the requested changes.

19. AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended or waived only with the written consent of both Parties.

20. FORCE MAJEURE. The Advisor shall not be considered in breach of this Agreement to the extent that performance of the obligations outlined herein is prevented by an event of Force Majeure, including but not limited to:

20.1. natural disasters (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);

20.2. war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition, or embargo;

20.3. rebellion, revolution, insurrection, or military or usurped power, or civil war;

20.4. contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly;

20.5. riot, commotion, strikes, go slows, lock outs or disorder.

21. DISPUTE RESOLUTION. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of England and Wales, without giving effect to the principles of conflict of laws. The Parties may agree to alternative methods of dispute resolution, including negotiation, mediation and arbitration. Unless any alternative dispute resolution procedure is agreed between the parties, the parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any dispute which arises out of or under this Agreement.

22. SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

23. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.