PEOPLE MANAGEMENT PARTNERS LTD and <Company Name>
TERMS OF BUSINESS – Pay As You Go (PAYG) Services from <Date>
People Management Partners Limited (“PMP-HR”, “we”, “us”,“our”) commit to providing <Company Name> registered company number < registered company number> registered at <registered address> (“you”) with Pay As You Go (PAYG) Human Resources (HR) services as requested by you in accordance with these terms and conditions (“terms”). Our services will be delivered according to the following terms:
1. The services we provide to you will be restricted access to Pay As You Go HR Services. This includes access to PAYG Support, the Self Service HR Hub, Fixed Fee Projects and the PAYG WhatsApp Group.
2. Access to these services is subject to an annual fee of £65 + VAT
3. In the case of PAYG Support, this means that we will support and advise on one-off HR matters as and when required by you.
a. At the time of engaging us for each HR matter we will endeavour to provide a fair estimate of the time required and keep you informed should this estimate change for any reason.
b. Upon contacting the team for advice on a new matter please do so via either:
i. The Pay As You Go Bookings page in the Self Service HR Hub
iii. 0333 242 2789
iv. Using the Business WhatsApp account assigned to number
This allows us to ensure your query is assigned to the most appropriate team member. You can expect to receive a response within 24 hours. If you contact a People Partner directly on a matter they have not already been assigned, the response may be delayed.
4. Our PAYG Services are charged at the rates set out in the current rate card (Schedule A). We reserve the right to review these rates and apply an annual inflationary increase in April each year which is in line with RPI. In the event an inflationary increase is applied you will be notified by email in March.
5. In the case of longer-term one-off projects (of 21 hours or more in duration), you will be offered our reduced project rates, These are also set out in the current rate card (Schedule A)
6. Each time you contact us about a new matter you will be charged in 30-minute intervals for remote work.
7. If you require onsite support, this is charged in half day (3.5 hour) and full day (7 hour) blocks. You will also be charged reasonable travel time and costs for a member of our team to attend your business address.
8. Nothing in this agreement shall be construed as an offer or acceptance of employment, or as making us or any of our consultants an agent of your organisation. We will invoice you for our services and hold full responsibility for taxes, NI and any VAT due to be paid.
9. We reserve the right to engage external resources to assist in providing our services to you. The agreement for provision of services remains between your organisation and PMP-HR.
10. You will be invoiced in accordance with the current rate card (Schedule A) during the first week of the month, for fees incurred the prior month.
11. Payment will be taken by GoCardless and upon acceptance of these terms you will be sent a link to sign up for a direct debit. If you do not wish to sign up for a direct debit then an additional administration fee of 10% will be added to your invoice.
12. Payment terms are 15 days from the date of invoice. All sums reflected in the schedule are exclusive of VAT.
13. In accordance with The Late Payment of Commercial Debts (Interest) Act 1998, we reserve the right to charge interest at 8% above the prevailing Bank of England rate. Additionally, for significantly delayed payments, we reserve the right to charge reasonable debt recovery costs, in accordance with the limits specified in this legislation. If for any reason you reach a situation where you will be unable to pay in accordance with these outlined Terms and Conditions, please advise us so that we may discuss alternative payment arrangements. We will only discuss alternative payment terms in exceptional and/or unforeseen circumstances.
14. Self Service HR Hub - we are committed to providing high-quality, practical tools designed specifically for small businesses. Our downloadable tools and templates are created with the utmost care and based on our extensive knowledge and experience in HR for small businesses. However, it is important to note the following:
a. Our tools and templates are intended as general guidance and should not be considered a substitute for legal or professional advice tailored to your specific business circumstances.
b. We recognise that businesses will need to modify or customise these tools to better suit their unique needs. Any changes or adjustments made to our templates without our direct involvement are at your own risk.
c. We are not liable for any errors or omissions that may occur in the application of these tools or in the adjustments made by you.
d. By using our downloadable tools, you agree that People Management Partners will not be held responsible for any outcomes resulting from the use or modification of these templates. This includes any legal, financial, or operational consequences that may arise.
e. We recommend consulting with a qualified professional or seeking our direct assistance to ensure that any modifications align with legal requirements and best practices for your business.
15. PAYG WhatsApp Group – This is a tool to improve our communication with you and provide you with quicker access to the team when you need it. However, you agree not to provide any personal or sensitive information in any of your WhatsApp communications with us.
16. Fixed Fee Recruitment – PAYG clients are able to access our flat fee recruitment service at the rate stated in the current rate card (Schedule A). You will be charged the first £700 of this fee in advance and the balance when a verbal offer is made to a suitable candidate. In the event a candidate is offered the role and either does not start or is unsuccessful in their probationary period, there is no rebate.
17. Done for you HR Kit – Designed for businesses that do not have an existing handbook or employment policies. If you require an update of existing handbook, policies and contracts this will be charged at our hourly or project rates. Your People Partner will advise which approach is appropriate. Should you wish to make use of our HR Kit, payment is required in full in advance.
18. Fixed Fee HR System Implementation – When requested, we can support businesses of up to 20 staff members implement BreatheHR for a fixed fee. This means configuring company settings, setting up work patterns and creating employee profiles. We will also assist with the roll out communication. This does not include the upload of employee documents to their profiles. We can support this activity as a one off project, which will require a separate quote (see below)
19. HR Training and Workshops – If you engage us to deliver HR training and workshops, the agreed fee will be billed in advance at the time a date for delivery is confirmed.
20. One off projects – In the case of one-off projects (which are 21 hours or more in duration), you will be offered our reduced project rates. These are set out in the current rate card (Schedule A). In the case of projects you will be invoiced in accordance with the Fee Drawdown that will be provided in writing at the time we submit the project proposal.
21. You may cancel a booked Service by giving written notice and on payment of a cancellation fee, which is a percentage of the total project fee plus any other expenses incurred in connection with the Services at that time. The cancellation fee varies with the amount of written notice given to PMP-HR as follows:
11 or more working days 0%
6 - 10 working days 50%
1 – 5 working days 100%
22. We will maintain confidentiality and comply with the requirements of current data protection legislation as it relates to information about your company and/or individual employees. To allow us process any employee data in the course of our work you agree to the PMP-HR Data Processing Agreement which can be found in Schedule B.
23. Neither you nor PMP shall be liable for any failure or delay in performing their obligations under these terms where such failure or delay results from any cause that is beyond either your or our reasonable control. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action.
24. During the period of time that we are contracted to provide you with a service, we will act in good faith and in a manner that is professional, courteous and in the best interests of the organisation and the individual employees. In return, we expect to be treated in a similar manner.
25. Unless expressly agreed in advance, all intellectual property remains the property of PMP-HR for any materials and resources generated for use within your organisation; this includes content, structure, layout and design. If specifically agreed in writing, we may give you permission to continue using materials and resources after we finish working with you, however, this permission is not exclusive and we reserve the right to use the same or similar resources with other clients.
26. PMP-HR has Professional Indemnity Insurance and will provide you with copies of current Certificates of Insurance on request. We will endeavour at all times to provide you with advice or information that is current, pertinent and correct according to law at the time at which it is provided. We shall not, however, be liable for any loss, damage, costs or expenses incurred by you as a result of the implementation of any report or recommendations arising out of the services provided by us to your organisation.
27. Any termination of the Agreement is without prejudice to any other rights or remedies of either party arising under this agreement or at law and will not affect any accrued rights or liabilities of either party at the date of termination. All notices of termination must be in writing and sent to each party’s registered office and by email to us.
28. We shall not be liable for any loss of business, loss of profits, loss of anticipated savings, loss of reputation, loss of goodwill or business interruption or increase in bad debt arising out of or in connection with this agreement or its subject matter even if we had notice to the possibility of such loss.
29. Either party can terminate this agreement with immediate effect, without prejudice to any other rights or remedies, by notice in the event that you:
a. commit any material breach of this agreement and such breach (where capable of remedy) is not remedied to our reasonable satisfaction within 14 days of notice;
b. commit any material breach which is not capable of remedy;
c. are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986) or become insolvent or are subject to an order or a resolution for your liquidation, administration, winding up or dissolution;
d. are subject to a notice of intention to appoint an administrator (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986) or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets or enters into or proposes any composition or arrangement with your creditors generally;
e. cease or threaten to cease to carry on business.
30. If either party wishes to terminate or alter the terms of this agreement they may do so by giving 4 weeks’ written notice. Clients issuing notice to PMP must do so by emailing hrsupport@pmp-hr.co.uk.
31. The terms and conditions as set in this document are the full terms and conditions which govern our contract. No variation, alteration or verbal amendments shall be valid unless agreed in writing by both parties. Any representation by any representative of the Company that does not correspond to these terms and conditions will be of no force or effect.
32. In the event a client employs a current PMP-HR team member directly, a 20% non-refundable placement fee will be charged unless the individual is responding to a job advertisement having sought permission from the Director of PMP-HR and has not been approached by you to apply.
33. Other than as provided in these terms of business, neither party may assign, transfer, charge or otherwise seek to deal in any of its respective rights or obligations under the HR Support Overview without the prior written consent of the other party.
34. This Agreement represents the entire understanding between the you and us and supersedes any prior agreement between us relating to the subject matter, except as expressly stated.
35. These terms of use shall be governed by and construed in accordance with English law. Any disputes arising shall be subject to the exclusive jurisdiction of English courts.
Signed on behalf of the client:
Company name
Signature
Name
Job title
Date
Signed on behalf of People Management Partners Ltd:
Signature
Name
Job title
Date
Schedule A – 2024/25 Rate Card
Rate Type Category Service Description 2024/25 rate (excl VAT)
Project Rates Founding People Partner/Lead People Partner
£171 per hour
People Partner
£150 per hour
HR Support
£59 per hour
PAYG Hourly Rate
All People Partners
£190 per hour
HR Startup Kit
£695
Flat Fee Recruitment
£2,700
Schedule B: Data Processing Agreement
BACKGROUND:
(A) The Controller and the Processor entered into this HR Services Agreement on <date> (Services Agreement) that may require the Processor to process Personal Data on behalf of the Controller.
(B) This Processor Agreement (Agreement) sets out the terms and conditions on which the Processor will process Personal Data when providing services under the Services Agreement. This Agreement contains the mandatory clauses required by Article 28(3) of the UK General Data Protection Regulation for contracts between controllers and processors.
(C) For the purposes of this agreement the Controller is <NAME, JOB TITLE AND EMAIL of CLIENT CONTACT> and the Processor is Sarah Ropek, Founding People Partner, sarah@pmp-hr.co.uk
AGREED TERMS:
1. DEFINITIONS AND INTERPRETATION
The following definitions and rules of interpretation apply in this Agreement.
Data Protection Legislation: All applicable data protection laws including the UK GDPR and the UK Electronic Communications Regulations 2003.
Data Subject: An individual who is the subject of Personal Data.
GDPR: the UK General Data Protection Regulation 2021.
Personal Data: Means any information relating to an identified or identifiable natural person that is processed by the Processor as a result of, or in connection with, the provision of the services under the Services Agreement; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Personal Data Breach: A breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
Processing: Any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
The Schedules form part of this Agreement and will have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
A reference to writing or written includes email.
2. PROCESSING PURPOSES
2.1 The Controller and the Processor acknowledge that the Controller is the controller, and the Processor is the processor and that the Controller retains control of the Personal Data and remains responsible for its compliance obligations under Data Protection Legislation.
2.2. Where the Processor appoints a subcontractor pursuant to clause 4 below, the Processor shall be a data controller in relation to such processing.
2.3 The Processor may process the Personal Data categories and Data Subject types set out in Schedule 1 of this Agreement.
3. PROCESSOR’S OBLIGATIONS
The Processor shall:
implement appropriate technical and organisational measures in such a manner that processing will meet the requirements of Data Protection Legislation and ensure the protection of the rights of the Data Subject, as further set out below in this Agreement;
only use subcontractors to help with the processing of Personal Data in the circumstances set out in clause 4 below;
process the Personal Data only on documented instructions from the Controller, unless required to do so by Union or Member State law to which the Processor is subject; in such a case, the Processor shall inform the Controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
ensure that persons authorised to process the personal data (such as its employees) have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
take the security measures set out in clause 5 below;
taking into account the nature of the processing, assist the Controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Controller’s obligation to respond to requests for exercising the Data Subject’s rights as set out in clause 6 below;
assist the Controller in ensuring compliance with the obligations set out in clause 7 below (data breach) taking into account the nature of processing and the information available to the Processor;
at the choice of the Controller, delete or return all the Personal Data to the Controller after the termination or expiry of the Services Agreement and delete existing copies (unless Union or Member State law requires storage of the Personal Data);
make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the UK GDPR and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller;
assist the Controller in ensuring compliance with the requirement to carry out Data Protection Impact Assessments as set out in Article 35 of the UK GDPR, taking into account the nature of processing and the information available to the Processor;
Designate a Data Protection Officer if required by Article 37(1) of the UK GDPR and in accordance with the provisions of Articles 37, 38 and 39 of GDPR; and
immediately inform the Controller, if in the opinion of the Processor, an instruction from the Controller infringes Data Protection Legislation.
The Processor will promptly comply with any request by or instruction from the Controller to process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.
The Processor will immediately notify the Controller if in its opinion, the Processor carrying out the processing of Personal Data on an instruction from the Controller would infringe any provision of Data Protection Legislation.
The Processor will keep all Personal Data confidential and not disclose such data to third parties unless specifically authorised in writing by the Controller or as required by law. If the Processor is required by law, court, regulator or supervisory authority to process or disclose any Personal Data, the Processor will first inform the Controller of this and allow the Controller to object or challenge the requirement, unless the law prohibits the Processor from informing the Controller.
4. SUBCONTRACTORS
The Processor may only authorise a third party (“subcontractor”) to process the Personal Data if:
the Processor has obtained the prior written consent from the Controller for each appointment of a subcontractor
the Processor has carried out appropriate due diligence on any subcontractor to ensure that the subcontractor can satisfy its contractual obligations; and
the Processor and the subcontractor enter into a written contract containing terms the same as those set out in this Agreement, in particular, in relation to data security measures; and
the Processor maintains control over all Personal Data it shares with the subcontractor; and
the Processor ensures that the subcontractor does not process the Personal Data except on instructions from the Data Controller (unless required to do so by Union or Member State law); and
the contract between the Processor and the subcontractor terminates automatically on termination of this Agreement.
The Processor shall be fully liable for the actions and inactions of the subcontractor and shall be responsible for the subcontractor’s performance of obligations.
5. SECURITY
1.1 The Processor shall, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including as appropriate:
the pseudonymisation and encryption of Personal Data;
the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
1.2 In assessing the appropriate level of security, the Processor shall take account in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.
2. RESPONSES TO DATA SUBJECTS
2.1 The Processor will put in place such technical and organisational measures as may be appropriate to enable the Controller to comply with the rights of Data Subjects under Data Protection Legislation, including the right of access, the right to rectification, the right to erasure, the right to restriction of processing, the right to data portability, the right to object to processing and the right to object to automated individual decision making.
2.2 If the Processor receives any complaint or other communication relating to the processing of the Personal Data or a Subject Access Request from a Data Subject, it must notify the Controller as soon as possible after it receives it and in any event within 3 working days and will provide the Controller with all reasonable assistance in helping the Controller to reply to such communications.
2.3 The Processor will provide to the Controller such information as the Controller may reasonably require in order for the Controller to comply with the rights of Data Subjects under Data Protection Legislation. The Processor may charge an additional amount for fulfilling its obligations under this clause 6.
2.4 The Processor will provide all appropriate assistance to the Controller to enable it to comply with any information or assessment notices served on the Controller by any supervisory authority under the Data Protection Legislation.
2.5 The Processor shall not disclose Personal Data to any third party other than at the Controller’s written request or as set out in this agreement or as required by law.
3. PERSONAL DATA BREACH
3.1 If any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable (“Personal Data Loss”), the Processor will notify the Controller without undue delay after learning of such Personal Data Loss.
3.2 If the Processor becomes aware of any unauthorised or unlawful processing of the Personal Data or any Personal Data Breach, it will notify the Controller without undue delay including all relevant information such as:
a description of the nature of the Personal Data Breach, the unauthorised or unlawful processing and/or the Personal Data Loss, including the categories and approximate number of both Data Subjects and Personal Data records concerned;
the likely consequences; and
description of the measures taken, or proposed to be taken, including measures to mitigate the impact.
3.3 The parties will co-ordinate and co-operate with each other to investigate any matters arising as contemplated by this clause.
3.4 The Processor agrees that it shall not (and the Controller is solely responsible to):
provide notice of the Personal Data Breach to any Data Subjects, supervisory authorities, regulators, law enforcement agencies or any other third party, except when the Processor (as opposed to the Controller) is required by law or regulation to provide such notice; and
offer any type of remedy to affected Data Subjects.
4. CROSS-BORDER TRANSFERS OF PERSONAL DATA
4.1 The Processor (or any subcontractor of the Processor) shall not transfer or otherwise process Personal Data outside the European Economic Area (EEA) without obtaining the Controller’s prior written consent (except where the Processor is required to transfer such data by UK law, in which case the Processor shall inform the Controller of such legal requirement before processing takes place, unless any law prohibits such disclosure on important grounds of public interest).
4.2 If the Controller consents to the transfer or other processing of the Personal Data outside of the EEA and no appropriate safeguards exist (such as an adequacy decision or the Processor being part of the EU-US Privacy Shield), as required by US law the Processor and the Controller will each execute the UK Information Commissioner's Office Standard Contractual Clauses for the transfer of Personal Data from the UK to processors established in third countries (controller-to-processor transfers), as set out in Section 119A of the Data Processing Act 2018 and the International Data Transfer Agreement 2022.
4.3 if the Processor appoints subcontractors that are based outside of the EEA, the Processor shall, prior to any Personal Data being transferred to such countries, (i) ensure that such subcontractor executes the SCCs and (ii) send a copy of such executed SCCs to the Controller.
5. TERM AND TERMINATION
5.1 This Agreement will continue for so long as the Processor processes any Personal Data related to the Services Agreement.
6. DATA RETURN AND DESTRUCTION
6.1 On termination or expiry of the Services Agreement, the Processor will at least 7 days prior to the date of expiry or termination ask the Controller whether the Controller wants the Personal Data to be deleted, destroyed, returned or retained and shall follow the Controller’s instructions accordingly.
6.2 If the Controller requires the Processor to delete or destroy certain documents or materials or anything else containing Personal Data, the Processor shall certify in writing that it has so deleted or destroyed the Personal Data.
7. AUDIT
7.1 The Controller (and any third-party representatives) may audit the Processor’s compliance with its obligations under this Agreement and the Processor will give the Controller (and its third-party representatives) all necessary assistance and co-operation to conduct such audits.
8. NOTICE
8.1 Any notice or other communication given to a party under or in connection with this Agreement must be in writing
8.2 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
9. GOVERNING LAW
9.1 This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
9.2 Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).