These Terms and Conditions ("Terms") are a legal agreement between POBL SYSTEMS LTD ("Pobl", "we", "us" or "our") and the business using Pobl HR ("Customer", "you" or "your").

Pobl HR is provided for business use only. These Terms are not intended for consumers. The person accepting these Terms confirms that they are acting for business purposes, have authority to bind the Customer, and have read and agreed to these Terms.

1. About these Terms

These Terms govern the Customer's access to and use of Pobl HR, including any free trial, paid Subscription, Company, Partner account or client company made available through the Service.

Pobl HR is designed primarily for businesses operating in the United Kingdom. We do not restrict access solely because a user is outside the United Kingdom, but we do not promise that the Service is appropriate or legally compliant for use in another country. The Customer is responsible for complying with the laws that apply to its use of the Service and its workforce.

2. Definitions

In these Terms:

• Active Employee means an employee record marked as active in the Customer's Company and counted for billing purposes.
• Agreement means these Terms together with the applicable Order and any document expressly incorporated into them.
• Authorised User means an individual whom the Customer or an authorised Partner permits to access its Company, including company users and employees with portal access.
• Company means the Customer's organisation-specific workspace in Pobl HR.
• Customer Data means information, records, documents, files and other content submitted to, stored in or generated through the Service for the Customer. It does not include Pobl's software, system data or fully anonymised diagnostic data that cannot identify the Customer, an Authorised User or another person.
• Fees means the charges for the Subscription shown when the Customer subscribes or set out in an Order.
• Order means an online sign-up, order form, proposal or other written agreement that identifies the Subscription, Fees or any bespoke terms.
• Partner means a business that manages HR for one or more client companies using a Partner account.
• Service means the Pobl HR application and related services that we make available under the Agreement.
• Subscription means paid access to the Service for a Company, whether paid by the Customer or by a Partner on the Customer's behalf.

3. Forming the Agreement

The Agreement takes effect when the Customer first accepts these Terms, signs or accepts an Order, creates a Company, or accesses the Service after being told that these Terms apply. If more than one of those events occurs, the earliest event applies.

If an Order contains a term that expressly conflicts with these Terms, the Order takes priority for that conflict. Any purchase order or other document supplied by the Customer is for administrative convenience only and does not add to or replace the Agreement unless we expressly agree to it in writing.

4. The Service

Subject to the Agreement and payment of the Fees, we grant the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to allow its Authorised Users to access and use the Service for the Customer's internal business and HR administration.

The Service may include employee records, employment details, leave requests, pay information, documents, forms, expenses, assets, incidents, reports, approvals, workplace settings and other modules. Available functionality may depend on the Customer's configuration, plan and product development.

We may improve, update or replace parts of the Service. We will not materially reduce the overall core functionality of a paid Subscription during its current monthly billing period without a reasonable operational, legal or security reason.

5. Accounts and security

The Customer must:

• provide accurate sign-up, billing and contact information and keep it current;
• only give access to individuals who are authorised to use the Service for the Customer;
• configure roles, permissions, employee visibility and Partner access appropriately;
• ensure that each Authorised User uses their own account and keeps sign-in credentials confidential;
• take reasonable steps to protect accounts, including using available multi-factor, trusted-device and security features where appropriate; and
• tell us promptly at hello@poblhr.com if it knows or suspects that an account or the Service has been accessed without authority.

The Customer is responsible for activity carried out through its Company and accounts unless the activity was caused by our breach of the Agreement. We may rely on instructions given by the Customer's administrators and users acting within their assigned permissions.

6. Customer responsibilities

The Customer must not, and must not allow anyone else to:

• use the Service unlawfully, fraudulently or to harm another person;
• submit Customer Data unless it has a lawful basis and all necessary notices, permissions and authority to do so;
• infringe intellectual property, confidentiality, privacy, data protection or other rights;
• introduce malware or other harmful code;
• attempt to bypass security, access another Company, probe or test vulnerabilities without our written permission, or interfere with the Service;
• copy, modify, reverse engineer, decompile or derive source code from the Service, except to the limited extent that applicable law does not allow that restriction;
• resell, sublicense or make the Service available as a competing service; or
• use automated means to scrape or extract data from the Service other than through a feature or interface we provide for that purpose.

The Customer is responsible for the accuracy, quality and legality of its Customer Data, its decisions about who may access that data, and the configuration and use of the Service by its Authorised Users.

7. HR and employment decisions

Pobl HR provides software for organising information and workflows. It does not provide legal, employment, human resources, tax, payroll, accounting, financial, medical or health and safety advice.

The Customer remains responsible for its employment and workplace decisions, policies, statutory records, reporting, calculations, approvals and legal compliance. The Customer must check outputs and obtain appropriate professional advice where needed. The Service does not make decisions about employees on the Customer's behalf.

8. Free trial

An eligible Company may use the Service without charge for 30 consecutive days from the start of its trial. No payment card is required to start. Each Company or substantially similar business is entitled to one free trial unless we agree otherwise in writing.

A valid payment method is required to continue using the Service after the trial. If the Customer adds a payment method and chooses a Subscription, the first monthly charge will be taken when the trial ends unless the Customer cancels beforehand. If no payment method is added, we may suspend access when the trial ends and may later close the Company in accordance with section 17.

A trial is provided for evaluation. We may end or restrict a trial if we reasonably believe it is being abused, duplicated or used in breach of the Agreement.

9. Subscriptions and payment

Subscriptions run monthly and renew automatically until cancelled. Fees are charged monthly in advance through Stripe using the payment method on file, unless an Order says otherwise. The Customer authorises us and Stripe to take recurring payments for the applicable Fees and any taxes.

The applicable plan and Fees are based on the Company's number of Active Employees, unless a bespoke Subscription has been agreed. If that number moves into another pricing band, the plan changes automatically and the resulting difference is prorated for the remainder of the current billing period. The current price or bespoke price will be shown when the Customer subscribes or recorded in the Order.

Fees are exclusive of VAT and any similar sales tax. We will not add VAT while we are not required to do so. If VAT or another tax becomes chargeable, the Customer must pay it at the applicable rate in addition to the Fees from the date it applies.

The Customer must maintain a valid payment method and accurate billing details. If a payment fails, Stripe may retry it and we may contact the Customer or paying Partner to recover the overdue amount. We may suspend access after giving notice if payment remains overdue. Cancellation does not remove the obligation to pay amounts already due, and we may recover statutory interest and reasonable recovery costs where applicable.

Except where the Agreement expressly says otherwise or the law requires it, Fees are non-refundable. Cancelling stops future renewals but does not refund the current monthly billing period.

10. Partners and client companies

Each client company is a Customer in its own right and must accept and comply with these Terms. A Partner cannot accept these Terms instead of a client unless it has express legal authority to bind that client.

Where a Partner pays for a client company, the Partner is responsible to us for all Fees and other payment obligations relating to that client. The client remains responsible for its own use of the Service and Customer Data. We may suspend the affected client Company if the Partner does not pay amounts due.

A Partner is solely responsible for:

• its relationship, contract, advice and services to each client;
• ensuring it has current authority to create, configure, open and manage each client Company and to process the client's Customer Data;
• the acts and omissions of its Partner users within a client Company;
• ensuring each client and Partner user complies with the Agreement and applicable data protection and employment laws; and
• promptly removing access when its authority or relationship with a client or Partner user ends.

Pobl is not a party to the relationship between a Partner and its client and is not responsible for a Partner's services, advice, instructions or access decisions. A client may revoke Partner access, subject to any separate agreement between the client and Partner.

11. Customer Data

As between the parties, the Customer retains all rights in its Customer Data. The Customer gives us a limited right to host, copy, transmit, display and otherwise process Customer Data only as needed to provide, maintain, secure and support the Service, comply with the Agreement and applicable law, and follow the Customer's documented instructions.

We do not sell Customer Data, use it for advertising, use it to train artificial intelligence models, or use it for unrelated product analytics. We only make it available to personnel and contracted service providers who need it for the permitted purposes and are bound by appropriate confidentiality and data protection obligations.

We may collect minimised or anonymised technical error information through Sentry to find, diagnose and fix problems and improve the reliability of the Service. We configure diagnostic collection with the intention of avoiding Customer Data and identifying content. If personal data is included in a diagnostic event, it will be treated as Customer Data and processed under section 12.

12. Data protection

Our Data Processing Agreement is incorporated into the Agreement and applies where we process Customer Personal Data as a processor. It sets out the parties' roles and instructions, security and confidentiality commitments, assistance, breach notification, audit rights, deletion arrangements, international transfer safeguards and current Subprocessors.

By accepting these Terms, the Customer also accepts the Data Processing Agreement and gives the authorisations stated in it. If there is a conflict concerning the processing of Customer Personal Data, an applicable mandatory transfer mechanism takes priority, followed by the Data Processing Agreement, followed by these Terms.

13. Security and availability

We will maintain technical and organisational measures appropriate to the nature of the Service and the risks presented by processing. These include, where appropriate, authenticated access, role-based permissions, logical separation of Companies, protection of data in transit and at rest, logging, backup and recovery measures, vulnerability management and restricted administrative access.

We use reasonable efforts to keep the Service available and functioning, but we do not promise uninterrupted, error-free access or a particular uptime percentage. We may carry out planned or emergency maintenance and will give reasonable notice of planned disruption where practical.

Internet, device and third-party provider failures may affect availability. The Customer is responsible for its internet connection, devices, browsers and local security.

14. Intellectual property

Pobl and its licensors own all intellectual property rights in the Service, including its software, design, documentation, branding, databases and improvements. Except for the limited right to use the Service under section 4, the Agreement does not transfer any of those rights to the Customer.

If the Customer voluntarily gives us suggestions or feedback, we may use it to improve the Service without payment or restriction, provided we do not identify the Customer or use its Customer Data in doing so.

15. Confidentiality

Each party may receive non-public information that is confidential by its nature or the circumstances of disclosure. Customer Data is the Customer's confidential information. Non-public information about the Service, its security and its technology is Pobl's confidential information.

Each party will protect the other's confidential information using at least reasonable care and use it only to perform or receive the Service and exercise rights under the Agreement. It may disclose that information only to personnel, professional advisers and providers who need to know it and are bound to protect it, or where disclosure is required by law.

Confidentiality obligations do not apply to information that is lawfully public, already known without restriction, independently developed without using the confidential information, or lawfully received from another source without a duty of confidence.

16. Suspension

We may suspend some or all access to the Service where reasonably necessary to:

• respond to an actual or suspected security incident or unlawful use;
• prevent material harm to the Service, another customer or another person;
• comply with law, a court order or a regulator's binding request;
• address a material breach of the Agreement; or
• respond to overdue Fees after notice.

Where practical, we will tell the Customer before suspension, explain the reason and restore access promptly after the issue is resolved. We may act without prior notice where delay would create material risk or prevent us from complying with law.

17. Cancellation and termination

The Customer may cancel a Subscription at any time through the available billing controls or by contacting us. Cancellation takes effect at the end of the current paid monthly billing period, and the Customer may continue using the Service until then.

Either party may terminate the Agreement immediately by written notice if the other party materially breaches it and, where the breach can be remedied, does not remedy it within 14 days after written notice. We may terminate immediately for serious unlawful activity, deliberate security abuse, insolvency, or a breach that cannot reasonably be remedied.

We may end the Service or a free Subscription for convenience by giving at least 30 days' notice. If we end a paid Subscription for convenience before the end of a period already paid for, we will refund the unused prepaid Fees for that period.

18. Effects of termination

When the Agreement or a Subscription ends, the Customer's right to use the affected Service ends, subject to access continuing until the effective cancellation date. Accrued rights and payment obligations are not affected.

Sections which by their nature should continue will survive, including sections concerning payment, Customer Data, data protection, intellectual property, confidentiality, liability, deletion, governing law and disputes.

19. Warranties

We warrant that we will provide the Service with reasonable care and skill and substantially as described in the Agreement. If we materially breach this warranty, the Customer must tell us with enough detail to investigate, and we will use reasonable efforts to correct the affected Service. If we cannot do so within a reasonable time, the Customer may terminate the affected Subscription and receive a refund of unused prepaid Fees for the period after termination.

The Service is not bespoke professional advice or a substitute for the Customer's own controls. To the extent permitted by law, all other warranties, conditions and terms implied by law are excluded.

20. Liability

Nothing in the Agreement excludes or limits either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited. The Customer's obligation to pay Fees and taxes due is not limited by this section.

Subject to the paragraph above, neither party will be liable for any indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity or contracts, arising from the Agreement, even if it knew that the loss might occur.

Subject to the first paragraph of this section, each party's total aggregate liability arising out of or in connection with the Agreement in any rolling 12-month period will not exceed the greater of £100 and the Fees paid or payable for the affected Service during the 12 months immediately before the event giving rise to the first claim.

We are not responsible for loss caused by inaccurate Customer Data, the Customer's configuration or instructions, an Authorised User or Partner acting outside their authority, the Customer's failure to follow reasonable security guidance, or a matter outside our reasonable control, except to the extent that our breach of the Agreement contributed to the loss.

21. Changes

We may update these Terms to reflect changes to the Service, law, security, providers or our business. We will give at least 30 days' notice of a material change that adversely affects an existing Customer, unless a legal or urgent security reason requires an earlier change. If the Customer does not agree, it may cancel before the change takes effect. Continued use after that date constitutes acceptance of the updated Terms.

We may change Subscription prices by giving at least 30 days' notice. A price change will apply from the first renewal after the notice period. Automatic prorated plan changes caused by the number of Active Employees are not price changes for this purpose.

22. General

Notices. We may send operational and legal notices to the Customer's registered administrator or billing email or display them in the Service. The Customer may send legal notices to hello@poblhr.com. Notices are treated as received on the next working day after sending, unless the sender receives a delivery failure.

Events outside reasonable control. Neither party is liable for delay or failure caused by an event outside its reasonable control, provided it takes reasonable steps to reduce the effect and resumes performance as soon as practical. This does not excuse payment obligations already due.

Assignment. The Customer may not transfer the Agreement without our written consent, which we will not unreasonably withhold. We may transfer the Agreement as part of a reorganisation, financing, sale of the Service or sale of substantially all relevant business assets, provided the transfer does not materially reduce the Customer's rights.

Entire agreement. The Agreement is the entire agreement about the Service and replaces earlier discussions and understandings about it. Each party acknowledges that it has not relied on a statement not set out in the Agreement, but this does not limit liability for fraud or fraudulent misrepresentation.

No waiver. A delay in enforcing a right does not waive it. A waiver must be in writing and applies only to the specific circumstances for which it is given.

Severability. If part of the Agreement is unlawful or unenforceable, it will be adjusted to the minimum extent necessary or removed, and the rest will continue.

No partnership or agency. The Agreement does not create a partnership, joint venture, employment or agency relationship between Pobl and the Customer or Partner.

Third-party rights. A person who is not a party to the Agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

Governing law and courts. The Agreement and any non-contractual dispute arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

23. Contact

Pobl HR is provided by Pobl Software LTD. Questions about these Terms or the Service can be sent to hello@poblhr.com.