1. WHAT THESE TERMS OF SERVICE COVER
Please read these Terms of Service (the “Terms of Service”) fully and carefully before using www.paygaps.com (the “Site”) and the services, features, content (the “Services”) offered by Staffmetrix Limited (the “Supplier”).
These Terms of Service set forth the legally binding terms and conditions for your use of the Site and the Services. If you do not agree to be bound by these Terms of Service, you must not access or use the Site or Services.
“Customer” means the person or name of organisation that purchases Services from the Supplier.
Gender pay gap reporting service, Consulting Services and Data Management Services. “Applicable Laws” means all applicable laws, statutes and regulations that may be inforce at any point in time that are relevant to the provision of our Site or Services.
“Data Breach” has the meaning given to it in the GDPR.
“Data Controller” a person who (either alone or jointly or in common with other persons) determines the purposes for which and the manner in which any personal data are, or are to be processed.
“Data Processor”, in relation to personal data, means any person (other than an employee of the data controller) who processes the data on behalf of the data controller.
“Data Protection Laws” means (i) until the GDPR is directly applicable in the United Kingdom, the Data Protection Act 1998; (ii) once the GDPR is directly applicable in the United Kingdom, the GDPR and any national implementing laws, regulations and secondary legislation in the United Kingdom relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time; and then (iii) any successor legislation to the GDPR or the Data Protection Act 1998.
“Data Protection Regulator” means the UK Information Commissioner’s Office (including any successor or replacement body). “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and repealing Directive 95/46/EC (General Data Protection Regulation) OJ L 119/1, 4.5.2016.
“Personal data” has the meaning given to it in the GDPR and for the purposes of this Agreement includes Sensitive Personal Data.
“Processing”, in relation to information or data means obtaining, recording or holding the information or data or carrying out any operation or set of operations on the information or data, including -
3. ACCEPTANCE OF TERMS OF SERVICE
4. THE SITE AND THE SERVICES
This Site provides access to two Supplier services ‘Prepare’ and ‘View’. Under each section users can access information about gender pay gap reporting. ‘Prepare’ allows users to follow an online process to help them prepare their gender pay gap reports. Two online services can be accessed:
To use these services, Users are required to establish an account. More details on this can be found in Section 6.
Through the Site, users can also access ‘View’ which allows users to access insights and analysis on UK gender pay gap reporting statistics. The data in ‘View’ has been prepared in accordance with Open Government Licence v3.0. The UK government gender pay gap is freely available from the GOV.UK Gender pay gap service. How this data is presented under ‘View’ and all accompanying tables, charts, graphics and analysis are subject to Staffmetrix ‘Intellectual Property Rights’ as defined in Section 22.
To access some of the functionality under View, users are required to create an account in accordance with Section 5.
5. CONSULTING SUPPORT
If required, the Customer can ask the Supplier to supplement both ‘Prepare’ and ‘View’ services with consultancy support. Where this is the required:
6. CREATING AN ACCOUNT
Users and Customers have the option of creating an account to access Services. When doing so, Users must ensure that the information provided is accurate, complete and up to date. The Services offered under ‘Prepare’ are designed for use by professional organisations only, serving as a portal for access to the Staffmetrix gender pay gap reporting service.
‘Prepare’ also provides information on the Services provided by Staffmetrix to its registered customers and their employees and other designated users. Use of ‘Prepare’ is limited to Staffmetrix customers who have contracted with Staffmetrix for the Services and, if applicable, such customers' users. No other use of this Site is permitted. The Services include, but are not limited to, the gender pay gap reporting services provided by Staffmetrix to registered users via the Internet. Following acceptance of these Terms of Service, and provided that you are not in breach of these Terms of Service, you will have access to the Services either as our customer or as a designated user of our customer. Your access to Services will be limited based on your status and is subject to these Terms of Services for the Services at www.paygaps.com. Notwithstanding anything to the contrary in these Terms of Service, the Services, or any portion thereof, may be amended, modified, updated, discontinued or replaced by Staffmetrix at any time in its sole discretion. If you register for a free trial for the Services, these Terms of Service will also govern you use of the Services during that free trial.
Users also have the option of creating an Account under ‘View’ to access additional functionality that may be available on the Site now or in the future. All personal information required to create an Account must be accurate.
Prior to using the Services, you must register for a user account (an “Account”) using accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorisation; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account user ID and password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of: (a) any change in your eligibility to use the Services, (b) a breach of security involving your Account, registration information, or the Services, or (c) unauthorised use of your Account. You should never publish, distribute or post login information for your Account. If the security of your Account is compromised, you will have the ability to delete your Account by following the instructions on the Site or Services.
9. FEES AND EXPENSES
The fees applied relate to the use of the paygaps.com gender pay gap service and are as follows:
10. MODIFICATION, DISCLOSURES AND NOTICE
12. SUPPLIERS LIABILITY
To enable the Supplier to provide Services to the Customer, the Customer may be required to submit anonymised employee data.
In the event that the Customer provides Personal Data to the Supplier in order for the Supplier to perform the Service, the parties shall comply with the provisions and obligations imposed on them by the Data Protection Laws at all times when processing Personal Data in connection with such exercise. In such circumstances, the Supplier shall be a Data Processor and the Customer shall be a Data Controller. The nature, purpose and duration of the processing shall be solely for the Supplier to carry out the Service.
Where the Supplier receives from, or processes any Personal Data on behalf of, the Customer, the Supplier shall:
The Customer shall enter into appropriate confidentiality agreements (as reasonably required by the Supplier).
13. LICENSE GRANT
Subject to these Terms of Service, we grant each user of the Site and Services a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use the Site or Services solely for purposes of using the Services. We may in our sole discretion suspend, discontinue or terminate this license at any time, for any reason. All rights not expressly granted to you are reserved by Staffmetrix. If you use the Staffmetrix gender pay gap reporting service, you agree to be bound by the end user license agreement applicable to such application.
14. RULES OF CONDUCT
15. LINKS TO OTHER WEBSITES AND SOCIAL MEDIA
You agree to provide us with current, complete and accurate information for any bank account or payment method that you wish to register in your Account. You must provide current, complete and accurate information for your Account. You must promptly update all information to keep your Account current, complete and accurate (such as a change in billing address, bank account number or payment method), and you must promptly notify us or our payment processor if your payment method is cancelled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorised disclosure or use of your username or password. Changes to such information can be made by logging into your user Account.
We may terminate your access to all or any part of the Site or Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your subscription. If you wish to terminate your Account, you may do so by following the instructions on the Site or Services. Any fees paid hereunder are non-refundable. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
18. WARRANTY DISCLAIMER
The Site and Services are provided “as is”, “as available” and without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. We, and our affiliates, officers, directors, employees, agents, contractors, suppliers and content providers, do not warrant that: (i) the Services will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) any Content or software available at or through the Services is free of viruses or other harmful components; or (iv) the results of using the Services will meet your requirements. Your use of the Services and the Site is solely at your own risk.
You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective representatives, affiliates, officers, directors, employees, agents, contractors, suppliers and content providers from all liabilities, claims, and expenses, including reasonable legal fees, that arise from or relate to your use or misuse of, or access to, the Site, the Services or Content. Violation of these Terms of Service, or infringement by you, or any third party using your Account or identity on the Site or Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defences.
20. LIMITATION OF LIABILITY
In no event shall we, nor our affiliates, officers, directors, employees, agents, contractors, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the Site or Services (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, compensatory or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) of the greater of (a) the fees, if any, paid by you to us for the particular Services during the immediately previous three (3) month period or (b) the fees paid to Staffmetrix for your use of the particular Services during the immediately previous six (6) month period.
The Site and Services are licensed and not sold to you. Staffmetrix, on behalf of itself and any current of future licensors and suppliers, reserves all rights not expressly granted to you in these Terms of Service. The Site and Services are protected by copyright, trade secret and other intellectual property laws. You acknowledge and agree that Staffmetrix, or its third party providers, or their respective licensors owns or has the legal right and title to the copyright and other worldwide intellectual property rights in the Site or Services. These Terms of Service do not grant you any rights to the trademarks or service marks of Staffmetrix, paygaps.com or its third-party providers or their respective licensors.
22. INTELLECTUAL PROPERTY RIGHTS
Staffmetrix is the owner of all intellectual property rights delivered through Site and Service. We retain all rights to the content (including, but not limited to text, images, charts, tables, analysis and comment, appearance, layout and graphics). You can only use of our copyrights, trademarks or similar marks with written permission.
You may not use or take ownership, modify or merge (with third party data) any of the data, insights or analysis from Site for commercial or personal use without written permission. paygaps.com must also be acknowledged as the full copyright owner.
By agreeing to use our service, you provide us with permission on a non-exclusive, transferable, worldwide, irrevocable, permanent, transferable, royalty-free license to use such data and distribute it for the purpose of being able to deliver our Service.
23. GOVERNING LAW AND JURISDICTION
These Terms of Service shall be governed by and interpreted in accordance with English Law, without regard to its conflict of laws principles. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction of the English Courts.
24. ENTIRE AGREEMENT AND SEVERABILITY
These Terms of Service are the entire agreement between you and us with respect to the Site and Services and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Site and Services. If any provision of these Terms of Service is held to be invalid or unenforceable, it will be stricken from these Terms of Service and all other provisions of these Terms of Service will remain in full force and effect.
25. FORCE MAJEURE
We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
These Terms of Service are personal to you and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without your consent.
Except as otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
Our waiver of or failure to exercise any right provided for in these Terms of Service will not be deemed a waiver of any further or future right under these Terms of Service.
The provisions of this Agreement are intended by the parties to be severable in the event that any part of it is held to be illegal or unenforceable (in whole or in part) and such part shall not affect the validity and enforceability of the remaining provisions or the remainder of the affected provision under this Agreement.