Terms of Service
- Definitions and Interpretation
In the Agreement, unless the context shall otherwise require, the following expressions shall have the following meanings:
“Client” means the legal or natural person or Service Provider procuring the Services as specified in the Agreement.
“Service Provider” Top Resource Group Ltd, (Service Provider number 11571298) with registered office at The Watermark, 9 Ribbleton Lane, Preston, England, PR1 5EZ.
“Agreement” means the agreement between the Client and the Service Provider.
“Confidential Information” means all and any information (in whatever form) which is disclosed by the Disclosing Party to the Receiving Party including without limitation information relating to either party’s business, clients, candidates, business strategy and plans, Compliances, proprietary computer software and computer systems, know how, trade secrets, future product plans, future project plans and documentation.
“Commencement Date” means the date on which the Agreement commences.
“End Date” means the date on which the Agreement ends.
“Fees” means the fees, exclusive of VAT, payable by the Client for the Services.
“Group” means the ultimate parent or holding Service Provider of the Service Provider from time to time together with all of its subsidiaries and subsidiary undertakings from time to time.
“Services” means the range of Outsourcing Services to be provided by the Service Provider to the Client under the Agreement.
- Appointment
2.1.The Client appoints the Service Provider as the provider of the Services on a non-exclusive basis and the Service Provider accepts such appointment on the terms of Service. - Duration
3.1 Fixed Term Contracts (3/6/12 Months Contracts)
3.2. The Agreement shall commence on the Commencement Date and end on the End Date (the “Term”).
3.3. At the end of the Term, the agreement will be ended automatically without notice.
3.4 Monthly Rolling Contracts
3.5. The Agreement shall commence on the Commencement Date for a 30 calendar days Rolling Term.
3.6. The Agreement will be automatically extended for a further period of 30 days after the initial 30 days Term. This automatic extension will continue to apply at the end of each extended period until this Agreement is terminated with 30 days’ notice.
3.7 Monthly Flexible Contracts
3.8. The Agreement shall commence on the Commencement Date for a 30 calendar days Rolling Term.
3.9. The Agreement will be automatically extended for a further period of 30 days after the initial 30 days Term. This automatic extension will continue to apply at the end of each extended period until this Agreement is terminated any time before the start date of the new term.
3.10 Pay As You Go Contracts
3.11. The Agreement shall commence on the Commencement Date and end on the End Date (the “Term”).
3.12. At the end of the Term, the agreement will be ended immediately without notice.
3.13 Fixed Price Contracts
3.14. The Agreement shall commence on the Commencement Date and end when the order is delivered.
3.15. Once the order is delivered, the agreement will be ended immediately without notice.
3.16 On-Demand Service Contracts
3.17. The On-Demand Service Contract remains active unless cancelled by either party.
3.18. Services under this contract are utilized on either a Pay As You Go or monthly flexible basis, which may be set up as a fixed term or on an auto-renewal basis, depending on the client’s needs.
3.19. Clients must adhere to the termination instructions provided in the email to avoid unintended renewals and ensure they are not billed for the subsequent term.
3.20. All invoices issued under this contract are payable as per the agreed terms.
- Upgrading and Downgrading
4.1.The Client can upgrade the service (increase the time/credits) any time with all type of contracts.
4.2.The Client can downgrade the service (decrease the time/credits) with monthly flexible and monthly rolling contracts only.
4.3. The Client on Monthly flexible contracts can downgrade anytime before the new term start date.
4.4. The Client on Monthly Rolling contracts can downgrade anytime with 30 days’ notice before the new term start date.
- Refunds & Unused Time/Credits
5.1.The Client shall be entitled to a refund for unused time/credits if the Service Provider stops providing the Service and terminate the agreement without cause.
5.2.The Client will not be entitled to a refund or credit from the Service Provider under any other circumstances. The Service Provider may, at their sole discretion, offer a refund, discount, or credit.
5.3. Unused time/credits do not roll over to the next billing period.
- Termination and Notice Period
6.1.The Client will serve the notice to cancel in accordance with the type of contract signed. For monthly rolling contracts, a minimum of 30 days notice is required and for monthly flexible contracts, the notice must be served before the start of the new term. Once the invoice is issued it will be payable. The on-demand contract will remain active unless cancelled by either party, allowing the client to use services as and when required. This contract type is applicable only to Pay As You Go and monthly flexible contracts. Clients must terminate the service in accordance with the specifics of the package they have ordered.
6.2.The Client will pay an Early Termination Fee that is 100% of the remaining payments over the minimum term of your contract, if they decide to terminate the agreement early.
6.3. Either party may, in its sole discretion, terminate or suspend any and all Agreements upon ten (10) days prior written notice to the other party if the other party:
6.4. Ceases to do business or otherwise suspends business operations; or
6.5. Becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or any proceeding is instituted against the Client.
6.6. The Service Provider may, in its sole discretion, terminate or suspend any and all Agreements upon ten (10) days prior written notice to the Client if the Client:
6.7. Undergoes a change of ownership or similar arrangement; or
6.8. Fails to make timely payments as required under an Agreement.
6.9. The Service Provider may, in its sole discretion, immediately terminate or suspend any and all Agreements upon written notice if the Client commits a material breach of any Agreement, or a series of breaches the combination of which constitutes a material breach of an Agreement and fails to remedy the breach within ten (10) days after receipt of a notice giving particulars of the breach and requiring it to be remedied. - Fees
7.1.The Service Provider will invoice the Client on a weekly/monthly basis, to be payable in advance or within 7, 14 or 30 days depending on the contract type and invoice payment terms agreed at the time of signing the contract. The fees and the invoice payment terms shall be as set out in the contract/order form.
7.2.The Failed payment of any fees owed within 10 Working Days after the due date will qualify for a late payment charge to be added to each invoice separately and may result in legal action after 60 calendar days of the failed payment.
7.3. In addition to an entitlement to payment of a fixed sum to cover internal recovery costs, Service Provider shall also be entitled to reimbursement of the other recovery costs they incur as a result of late payment by the Client. Such costs shall include, in particular, those incurred by Service Provider in instructing a lawyer, employing a debt collection agency or by making a claim in the court.
7.4. Fees are exclusive of VAT. The Client will pay the Service Provider any VAT where chargeable on services supplied by the Service Provider pursuant to an Agreement, provided the Service Provider has delivered a correct VAT invoice as required by statute.
7.5. The service provider reserves the right to suspend, limit or cancel the provision of Services upon written notice if the Client fails to pay fees owed within 10 Working Days after the due date. The client will continue to be charged Fees during any period of service suspension due to the Client’s non-payment.
7.6. The Client agrees that the Service Provider shall not be liable to the Client or any third party for any liabilities, claims or expenses arising from or relating to suspension of the Service resulting from the Client’s non-payment.
7.7. The Service Provider reserves the right to change the fees and/or the terms of the Agreement from time to time, provided that no change shall be retrospective.
- Notices and Contact Details
8.1.Notices must be given in writing. Notice shall be deemed effectively served:
8.2.If sent by email, on the date when a receipt has been personally acknowledged by return email (electronically generated receipts shall not be valid);
8.3. If delivered personally, on the date when left at the Service Provider’s registered office or the Client’s address (as applicable) and signed for; or
8.4. If given by post, on the date when the notice has been signed for at the Service Provider’s registered office or the Client’s address.
8.5. Notices shall be sent to: The Service Provider Secretary, The Watermark, 9 Ribbleton Lane, Preston, England, PR1 5EZ.
8.6. In the event of general queries, the Service Provider may be contacted as follows:
8.7. By telephone: +44 (0) 2032872030;
8.8. By e-mail: [email protected]; or
8.9. Via our website: https://trgltd.uk/topresourcegroup/contact-us/ - Confidentiality
9.1.Each party will keep confidential all of the other party’s Confidential Information which is disclosed to it.
9.2.Subject to the other provisions of this Clause 9, a party may not disclose the other party’s Confidential Information to any third party without the other party’s prior written consent.
9.3. A party may share the other party’s Confidential Information with only those of its employees (and, in the case of the Service Provider, its subcontractors) who have a need to know the information and who are subject to legally binding obligations to keep such information confidential.
9.4. Confidential information disclosed by the Client to the Service Provider in relation to the Agreement shall be clearly labelled and identified as confidential by the Client at the time of disclosure (“Client’s Confidential Information”). When concurrently written identification of a party’s Confidential Information is not feasible at the time of such disclosure, the Client shall provide such identification in writing promptly thereafter.
9.5. Oral communications pertaining to the Services shall be presumed to be confidential unless otherwise indicated by the disclosing party.
9.6. Subject to Clause 9.7, a party shall not disclose the other party’s Confidential Information, to any person except to those persons who need access to such confidential information to ensure proper performance or receipt of the Services.
9.7. Neither party shall be liable for the disclosure or use of confidential information which is:
9.8. Generally available to the public without breach of the Agreement;
9.9. Disclosed with the prior written approval of the disclosing party; or
9.10. Required to be disclosed by applicable law or court order.
9.11. If a party is required by a government body or court of law to disclose any the other party’s Confidential Information, the party shall give such other party reasonable advance notice so that such other party has an opportunity to contest disclosure (to the extent the party is not prohibited from doing so by law).
9.12. The Service Provider shall be entitled to retain a copy of the Client’s Confidential Information for its internal records subject to ongoing compliance with the restrictions set out in the Agreement.
9.13. This Clause 9 shall survive the termination or expiry of each Agreement. - Data Protection
10.1.The parties acknowledge and agree that where the Client is the Controller of Personal Data and Service Provider is the Processor of that data. Service Provider shall collect, process and use Personal Data only within the scope of Client’s Instructions. If the Service Provider believes that an Instruction of the Client infringes the Data Protection Law, it shall immediately inform the Client without delay. The Service Provider’s data processing policy (which sets out obligations of Client and Service Provider) is available at https://trgltd.uk/topresourcegroup/data-processing-policy/.
10.2.The parties shall comply with the provisions of the United Kingdom Data Protection Act 2018 (“DPA”) and any equivalent legislation or regulations in any relevant jurisdiction.
10.3. The parties shall comply with applicable data protection and privacy legislation (the “Applicable Law”), including in particular The General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679)
10.4. The parties acknowledge that the Service Provider is a separate and independent controller of the Data it processes in connection with the Services. Both parties shall process Data in accordance with Applicable Data Protection Law.
10.5. The parties shall implement and maintain appropriate technical and organisational measures to protect the Data against data breaches. If it becomes aware of a confirmed data breach, the parties shall inform each other without undue delay and shall provide reasonable information and cooperation to fulfil any data breach reporting obligations it may have under (and in accordance with the timescales required by) Applicable Data Protection Law.
10.6. Neither party shall, by any act or omission cause the other party to breach any data protection laws in connection with the Agreement.
10.7. Whenever either party processes Personal Data (as defined in the GDPR) on behalf of the other party, the processing party shall:
10.8. Process the Personal Data only for the purposes of performing the Agreement and only in accordance with instructions contained in the Agreement or received from the other party from time to time;
10.9. At all times comply with the provisions of GDPR;
10.10. Ensure that only those of their staff who need to have access to the Personal Data are granted access to such data and only for the purposes of the performance of the Agreement and all of their staff required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in the Clause 10;
10.11. If the Client orders the Service Provider to collect the personal data for the purpose of marketing, prospecting, recruitment, b2b email list building and sending email campaigns, Client must ensure they have a lawful ground, or reason, for collecting/ processing the personal data under lawful ground called ‘legitimate interest’.
10.12. If the Client provides the Service Provider with their own data and orders the Service Provider to call, send messages or send email campaigns, Client must ensure they have consent or lawful ground for processing the personal data under lawful ground called ‘legitimate interest’.
10.13. Not publish, disclose or divulge any of the Personal Data to any third party (including for the avoidance of doubt the Data Subject (as defined in the GDPR) itself) unless directed to do so in writing by the other party provided always that the Service Provider shall publish, disclose or divulge Personal Data for the purposes of providing the Services as contemplated by the Agreement.
10.14. The Service Provider’s privacy notice (which sets out information about how the Service Provider processes Data) is available at https://trgltd.uk/topresourcegroup/privacy-policy/. - Liability
11.1.Notwithstanding any contrary provision in an Agreement, neither party limits nor excludes its liability in respect of:
11.2.Any death or personal injury caused by its negligence;
11.3. Any fraud or fraudulent misrepresentation; or
11.4. Any statutory or other liability which cannot be excluded under applicable law.
11.5. The Service Provider shall not be liable to the Client for any loss of profit or loss of revenue arising out of or in connection with
11.6. An Agreement; or
11.7. Any breach or non-performance of an Agreement, no matter how fundamental (including by reason of that party’s negligence).
11.8. The Service Provider shall not be liable to the Client for:
11.9. Loss of profits;
11.10. Loss of sales or business;
11.11. Loss of anticipated savings;
11.12. Any indirect loss;
11.13. Any loss of goodwill, business, reputation or opportunity;
11.14. Any loss caused by the supply of inaccurate or incomplete information by the Client; or
11.15. Any loss of or corruption of data or software,
11.16. The Client acknowledges and agrees that it has no claim or right of action of any kind against any member of the Group (or any of their respective officers, staff or employees) other than Service Provider (subject to the Agreement) arising out of or in relation to the Agreement (including the Client’s decision to enter into it).
11.17. The clause 11 will survive termination of the Contract. - Employing a staff of the Service Provider
12.1.Should the Client employ or engage an existing member of staff of the Service Provider or employ or engage a member of staff within 3 years of them ceasing to be employed by the Service Provider, then the Client shall pay to the Service Provider a placement fee of £10,000 by no later than the relevant employee’s start date. - Governing Law and Dispute Resolution
13.1.Each Agreement shall be governed by and construed in accordance with English Law. The parties hereby submit to the exclusive jurisdiction of the English courts in relation to all matters arising out of an Agreement. - Miscellaneous Provisions
14.1.Force majeure: The Service Provider shall be entitled to delay or cancel delivery of Services, or to reduce the amount of Services delivered, if it is prevented from or hindered in or delayed in the provision of Services through any circumstances beyond its reasonable control including strike, lock-out, accident, war, government action, national emergency, act of terrorism, protest, riot, civil commotion, explosion, flood, epidemic, or fire. The Service Provider shall not be liable for any delayed or non-performance of its obligations caused by circumstances beyond its reasonable control.
14.2.Relationship of parties: The parties are independent contractors. Nothing in the Agreement shall give rise to a partnership, joint venture, agency or any such other relationship between the parties. Neither party shall claim to be a legal representative, partner, agent, franchisee or employee of the other party.
Last updated: 05-04-2022