Virtual HR Agreement
HR Consulting Services
This ‘Virtual HR’ Agreement ("Agreement") is between Kelly Services (UK) Ltd., with its principal office located Apple Market House, Kingston, Surrey, KT1 1RR("Kelly"), and the Customer Organisation it is engaged with ("Customer").
1) SERVICES
Kelly shall provide to Customer certain human resources products and services as detailed in Exhibit A.
2) TERM; TERMINATION
The terms of this Agreement will commence with immediate effect and continue until terminated by either party with or without cause upon thirty (30) days prior written notice to the other party.
3) FEES; PAYMENT
Exhibit A lists the fees Kelly will charge Customer for the products and services received.
Customer will pay each invoice upon receipt.
Kelly reserves the right to charge interest on any outstanding amounts due and owing as of the date that the payment is outstanding until full payment is received by Kelly. Interest shall be charged at the prevailing statutory interest rate under the late payment of Commercial Debt (Interest) Act 1998.
4) WARRANTIES ON SERVICES.
The products and services supplied hereunder are provided by Kelly without warranty of any kind, and Kelly expressly disclaims all warranties, express or implied, including, but not limited to, implied warranties of title, merchantability, and fitness for a particular purpose. No oral or written information, representation, or advice given by Kelly or its authorised representatives shall create a warranty or in any way affect or alter the scope of this provision.
5) CONFIDENTIAL INFORMATION
Kelly and Customer are entering into a relationship that may require each to disclose confidential and proprietary information to the other. Kelly and Customer desire to set forth, through this agreement, the terms and conditions applicable to the disclosure and receipt of each other’s confidential and proprietary information.
a) All information provided by either party that is noted and clearly labeled confidential or, if transmitted visually, orally, or electronically, is subsequently reduced to writing and clearly labeled confidential (including, without limitation, financial data, specifications, drawings, processes, designs, plans, instructions, data manuals, equipment, memoranda, notes and legal documents) ("Confidential Information"), shall be treated by the receiving party as the strictly confidential and proprietary information of the disclosing party that shall not be disclosed by the receiving party to any other individual or entity.
b) Any of the Confidential Information disclosed is to be used for the sole purpose of enabling the parties to develop their relationship.
c) In no event shall the receiving party be deemed, by virtue of the terms of this agreement or by any disclosure from or discussion with the disclosing party, to have acquired any right or interest in or to such Confidential Information.
d) Each party agrees that it shall restrict dissemination of the other party’s Confidential Information only to those individuals who must be directly involved in evaluating the Confidential Information and use the same degree of care that it uses for its own information of like importance, but at a minimum due care, in safeguarding against disclosure of the other party’s Confidential Information. To the extent that either party electronically transmits information, due care shall include:(1) firewalls to protect internal systems, (2) restrictions on the use and storage of electronic transmissions, and (3) encryption or other security devices.
e) No reproductions, copies, or extracts of any Confidential Information shall be made without the disclosing party’s express written consent, and the receiving party shall refrain from using any such Confidential Information as long as it remains Confidential Information.
f) Confidential Information shall not include information that is: (1) now available or becomes available to the public without breach of this agreement; (2) released in writing by the disclosing party, or (3) obtained from a third party or parties having no obligation of confidentiality with respect to such information.
g) Each party acknowledges that failure to perform the obligations and agreements set out in this agreement may result in irreparable injury to the other party. Accordingly, each party further agrees that, in addition to remedies otherwise available at law or in equity, any and all such obligations may be enforced by suit, restraining order, and/or injunction.
6) INDEPENDENT CONTRACTOR.
Kelly will supply products and services as an independent contractor.
Nothing contained in this Agreement or in any order will be construed to create or imply a joint venture, partnership, or employment relationship between the parties or between Customer and Kelly or its employees.
7) INDEMNIFICATION; LIMITATION OF LIABILITY.
a) With respect to products and services only, Kelly will indemnify and hold Customer free and harmless from losses, damages, liabilities and costs (including reasonable legal fees and disbursements) attributable to any negligence or willful misconduct of Kelly that result in bodily injury or death to persons or loss of or damage to property.
Neither party to this Agreement will be liable to the other or any incidental, consequential, special, or indirect damages, nor damages based upon lost profits.
In no event will Kelly’s liability for damages exceed the greater of (1) the annual amount paid or to be paid by Customer for products and services rendered pursuant to this Agreement; or (2) the amount of the insurance coverages (where applicable) called for in Section 7 above.
8) BANKRUPTCY.
a) At its option, a party may party may terminate this Agreement, without charge or liability, if the other party:
If the other party is declared insolvent or bankrupt, or
If the other party makes any assignment of its property for the benefit of creditors or otherwise, or
if its interest herein is levied upon under execution or seized by virtue of any writ of any court, or
if a petition is filed in any court to declare such party bankrupt and not dismissed within sixty (60) days, or
if a trustee in bankruptcy, receiver or receiver-manager or similar officer is appointed for such party or for any of its assets.
b) The ability of Customer to terminate in such instances will be subject to the applicable bankruptcy and insolvency statutes.
9) CUSTOMER RULES AND REGULATIONS.
When on the Customer’s premises, Kelly will obey all workplace health, safety and security rules and regulations established by Customer, regarding the conduct of its own employees and any additional rules and regulations established by Customer for non-employees, including without limitation, security rules and regulations.
10) RIGHT TO HIRE.
During the terms of the agreement and for six (6) months thereafter, the Customer will not knowingly solicit, recruit, or otherwise induce or influence any full-time, non-temporary employee of Kelly to terminate such employee's employment relationship with Kelly for purposes of being engaged by Customer as an employee or independent contractor, without the express written approval by Supplier.
11) GENERAL PROVISIONS
a) Compliance with Laws and Regulations.
Both parties will comply with all laws and regulations applicable to the products and services supplied pursuant to this Agreement and with all other laws (including applicable collective bargaining agreements and data protection and privacy laws), rules, governmental orders and regulations of any governmental authority having jurisdiction at the location where the products and services are supplied.
b) Notices and Consents.
All notices and consents required to be given or made by the parties will be sent to the addresses set forth at the beginning of this Agreement or such other address as may be established by notice hereunder, and will be deemed received on the fourth business day after deposit or when actually received, whichever is sooner.
c) Survival.
All obligations and liabilities which, by their nature, are intended to survive the expiration or the earlier termination of the Term will remain in effect beyond any expiration or termination.
d) Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their successors and permitted assigns.
e) Waiver.
The failure of a party to enforce any provision of this Agreement will not constitute a waiver of such provision or the right of such party to enforce such provision and every other provision.
f) Force Majeure.
Neither party will be liable for any default or delay in the performance of its obligations due to any causes beyond its reasonable control.
In such event, the non-performing party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without undue delay.
If any such default or delay extends for more than thirty (30) days, each party will have the right, without obligation or liability, to cancel any Order or portion thereof affected by such default or delay.
g) Governing Law.
The parties agree that regarding the products and services under this Agreement they shall comply at all times with all relevant laws, whether local, national or supranational and with all relevant regulations of any other relevant regulatory body or organisation whether or not having the force of law. This Agreement shall be construed, interpreted and applied in accordance with, English Law.
h) Headings.
The Headings are provided for the convenience of the parties only and are not meant to limit the meanings contained with the Sections.
i) Entire Agreement, Modification, and Waiver
This Agreement and the attached exhibits, schedules, and attachments contain the entire agreement and represent the understanding of the parties with respect to the subject matter contained in this Agreement.
This Agreement revokes and supersedes all prior agreements, understandings, and communications, both written and oral, between the parties with respect to the subject matter contained in this Agreement.
All amendments, modifications, and waivers must be in writing and signed by authorised representatives of Kelly and Customer.
Exhibit A
I. Products and Services: Kelly will perform the following Services under the Agreement:
A. Employment On-Boarding Materials including:
i) Standard Generic Contract of Employment
ii) Bespoke Contract of Employment
(note all fields will be completed on behalf of your organisation and sent directly to your new employee)
B. Set of HR Policies and Procedures
II. Pricing
A. Employment On-Boarding Materials
i) Standard Contract of Employment £199 + VAT
ii) Bespoke Contract of Employment £299 + VAT
(note all fields will be completed and sent out on behalf of your organisation)
B. Set of HR Policies and Procedures £499 + VAT