End User License Agreement

This document applies to any business "(Client") accessing or using the HR Diagnostics tool as an end user through an intermediary HR Consultancy. This End User License Agreement ("EULA") is a binding legal agreement between you, as an individual or entity, and HR Diagnostics Ltd. By using this application (the "Software"), you agree to be bound by the terms of this EULA. If you do not agree to this EULA, do not use the Software. You agree that use of the Software signifies that you have read, understood, and agree to be bound by this EULA.

For clarification, HR Diagnostics accessed through the Software, or otherwise, is also subject to the Privacy Policy and Cookie Policy, as detailed on the legal page of the HR Diagnostics website https://hrdiagnostics.co.uk/legal/. Additional terms may apply to specific features. The Software is provided to you under this EULA solely for your business use.

Description of Software

The Supplier has developed a cloud-based software application, which it makes available to the Customer (the HR Consultancy business) for the purpose that the Customer uses the software with their Clients.

Grant of License

HR Diagnostics hereby grants you, subject to the terms and conditions of this EULA, a non-transferable license to use the Software for your business use. You will have access to one license, which can be used by multiple users under one set of login credentials. You may download and share the Diagnostic Reports as these are bespoke to your organisation.

Title

Title, ownership and all rights (including without limitation intellectual property rights, copyrights and trademarking rights) in and to the Software shall remain with HR Diagnostics. Except for those rights expressly granted in this EULA, no other rights are granted, whether express or implied.

Proprietary Rights

The Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Software or the Documentation.

Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and Documentation in any form or media or by any means.
Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.
Access all or any part of the Software and Documentation in order to build a product or service which competes with the Software or the Documentation.
Use the Software and Documentation to provide Software to third parties.
License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software and Documentation available to any third party.
Attempt to obtain, or assist third parties in obtaining, access to the Software and Documentation, other than as provided under these Terms and Conditions.
Introduce or permit the introduction of any Virus or Vulnerabilities into the Software or the Supplier's systems.

The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Customer Content infringes the intellectual property rights of a third party.

Copyright Notice

The software, including any images, graphics, photographs, animation, video, audio, music, and text incorporated in the software, is owned by HR Diagnostics and is protected by England and Wales copyright laws and intellectual property provisions. The copying of the software, any portion of it, or accompanying printed materials is strictly prohibited.

Data Protection

The Supplier will process any Customer Data in accordance with its Data Processing Agreement, which can be found at https://hrdiagnostics.co.uk/legal/.

Confidentiality

Is or becomes generally available to the public (other than as a result of its disclosure by the receiving party in breach of this clause).
Was available to the receiving party on a non-confidential basis before disclosure by the disclosing party.
Becomes available to the receiving party from a person not bound by confidentiality obligations.
Is agreed in writing by both parties as not confidential or may be disclosed.

Each party shall keep the other party's Confidential Information secret and shall not use or disclose such information except as required by law or as permitted in writing.

On termination of the Agreement, each party shall:

Destroy or return to the other party all documents and materials containing the other party’s Confidential Information.
Erase all the other party's Confidential Information from computer and communication systems.

No public announcements may be made without prior written consent, except as required by law. These confidentiality provisions survive termination.

Restrictions

You agree to use the Software only in compliance with applicable laws and regulations. HR Diagnostics does not include regulatory features required for compliance with organisations such as Ofsted, CQC, Charity Commission, or FCA. The Software is valid only for use in England and Wales.

Create derivative works based on the Software.
Use the Software for any purpose other than as described.
Sublicense, copy or reproduce the Software.
Sell, assign, license, distribute, or transfer the Software to any third party.
Alter, translate, decompile, or reverse engineer the Software.
Remove or alter any proprietary notices or marks.
Use the platform in any unlawful, fraudulent, or harmful way.
Send spam or upload content with viruses or harmful code.
Interfere with the platform or overload its systems.
Use any HR Diagnostics trademarks or logos without permission.

Suspension

We may suspend your access to the HR Diagnostics platform and services without notice if we suspect that you're using them in breach of this EULA.

External Sites

We have no control over third-party websites linked from the dashboard and are not responsible for or endorse their content. You should review their privacy policies and terms before engaging with them.

Personal Information and Privacy

Our handling of personal information collected through the HR Diagnostics Software is governed by our Privacy Policy. HR Diagnostics has no access to your personal data as an end user. By accepting this EULA, you confirm that you have read, understood, and accepted our Privacy and Cookie Policies available at https://hrdiagnostics.co.uk/legal/.

No Warranty

HR Diagnostics does not warrant that the software will meet all requirements, operate error-free, or be uninterrupted. The software is provided “as is” without any warranty, express or implied.

Modify Software

HR Diagnostics may modify the Software and this EULA without notice.

Maintenance and Support

Occasionally, access may be unavailable due to technical issues or security threats. HR Diagnostics will act promptly to minimise interruptions but will not be liable for downtime.

Indemnification

You agree to indemnify and hold harmless HR Diagnostics and its officers or employees from any damages, losses, or claims arising from your use of the Software.

Limitation of Liability

HR Diagnostics shall not be liable for any indirect, incidental, or consequential damages, including loss of profits or data, arising from your use of the Software. HR Diagnostics is not responsible for any HR or employment law advice provided by your HR Consultancy provider.

End users must conduct due diligence on their HR Consultancy providers to ensure they meet standards and hold appropriate qualifications and insurance.

Third Party Terms of Agreement

You must comply with any applicable third-party terms when using the HR Diagnostics platform, including your HR Consultant’s Terms of Business.

Right to Terminate

You may terminate the Agreement at any time by contacting your HR Consultant and requesting account removal.

Force Majeure

The Supplier shall not be liable for delays caused by events beyond its control. If such events persist for more than six (6) weeks, either party may terminate the Agreement by written notice.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements. Each party acknowledges that it has not relied on any representation not expressly stated in this Agreement. Nothing in this clause limits liability for fraud.

Governing Law

This Agreement and any disputes arising from it shall be governed by the laws of England and Wales.