Terms & Conditions
If you are using PixelsHR, then you and/or your company have given consent to these terms.
This is your End User Licence Agreement for PixelsHR. Please read this carefully before using the PixelsHR service and you may want to retain a copy for your records. When you accept these terms, youconfirm that you are duly authorised on behalf of the Client to place an order for PixelsHR subject to the terms and conditions set out below. You also warrant that the information submitted in signing up is correct and accurate to the best of your knowledge
Property of PixelsHR — Following acceptance of this End User Licence Agreement, you may access and use the PixelsHR software through our servers. The copyright, database rights, and any other intellectual property rights in the programs and data which constitute this software product are, and remain, the property of ("PixelsHR Ltd", "PixelsHR", "we", "us" and "our").
Licence Acceptance Procedure By clicking on the acceptance button during the registration procedure, you indicate acceptance of this End User Licence Agreement and the limited warranty and limitation of liability set out in this End User Licence Agreement. Such acceptance is on behalf of any corporate entity which employs you or which you represent (“Client”). In this End User Licence Agreement, “you” includes both the reader and any Client. You should therefore read this End User Licence Agreement carefully before clicking on the acceptance field. If you do not agree to the terms of this End User Licence Agreement, do not use the website or the service.
User Rejection PixelsHR Ltd may, in our absolute discretion, reject your company from using the PixelsHR service within 21 days of submission. In such a case, you will be notified of the rejection by e-mail.
Definitions
The following terms as used in this Agreement have the following meanings:“Agreement” means this End User Licence Agreement which may be amended by PIXELSHR Ltd from time to time in accordance with its terms;
“PixelsHR” means all the proprietary technology used in delivering the Service (including the software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to the Client by PIXELSHR Ltd in providing the Service;
“Client”, “you”, “yours” means you, the corporate entity or organisation ordering the Service(s);
“Client Data” means any data, information or material provided or submitted by or on behalf of the Client to PixelsHR and/or the Service or generated by the Service in the course of using the Service including but not limited to data held in the Service;
“Content” means the documents, software, materials, products and services contained or made available to the Client in the course of using the Service;
“Defect” means an error in the operation of the Service that causes the Service to fail to operate substantially as documented;
“Effective Date” means the date upon which this Agreement is accepted by the Client;
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights (including rights in computer software), trade marks, service marks, trade names, domain name rights, database rights, design rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
“Law” means any applicable law (statutory, common or otherwise), legislation (primary or secondary), statutory provision, statutory instrument, constitution, treaty, convention, ordinance, equitable principle, code, directive, edict, decree, rule, order, requirement, regulation, guidance, executive order, or other similar authority issued, enacted, adopted, promulgated, implemented, applied, or otherwise put into legal effect by or under the authority of any governmental entity in any relevant jurisdiction;
“Service(s)” means the online HR management software services developed, operated, and maintained by PIXELSHR Ltd (and its licensors, where applicable), or ancillary online or offline products and services provided to the Client by PIXELSHR Ltd, to which the Client is being granted access under this Agreement, including the PixelsHR Technology and the Content;
“User(s)” means the Client’s employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by the Client (or by PIXELSHR Ltd at the Client’s request); and
“Website” means PixelsHR.COM
Privacy; Disclosure
PIXELSHR Ltd’s privacy policy in relation to the Client’s use of the Service may be viewed at the PixelsHR website, and is incorporated into this Agreement by reference. PIXELSHR Ltd reserves the right to modify its privacy policy in its reasonable discretion from time to time. With regard to any personal data input by or collected from the Client that may be stored or processed in the PixelsHR system, such data shall be stored and processed by PIXELSHR Ltd in accordance with UK data protection legislation. Note that because the Service is a hosted, online application, PIXELSHR Ltd occasionally may need to notify all Users of the Service of important announcements regarding the operation of the Service. The Client agrees that PIXELSHR Ltd can disclose the fact that the Client is a user of the Service.
If you do not agree with PIXELSHR Ltd’s privacy policy then please do not use the Website or the Service.
Registration
Upon signing up for the Service and at subsequent times as requested by PIXELSHR Ltd, You agree to provide to PIXELSHR Ltd your true, accurate, current, and complete personal name and/or business name, administrator name, billing address, the addresses where the Service will primarily be used, email address, contact phone number, credit/debit card information, and other data which may be necessary to administer your account (collectively, “Registration Data”). You represent and warrant that the information you provide is accurate, current, and complete, and agree to promptly update any of the information if it changes.
If you provide Registration Data that is, or that PIXELSHR Ltd suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, PIXELSHR Ltd has the right, in its sole discretion, to suspend or terminate the Service and refuse any and all current or future use of the Service by you, your business(es), affiliates and all users of your account. At all times, you shall maintain and promptly update Registration Data
Licence Grant and Restrictions
Subject to and conditional upon the Client’s compliance with the terms of this Agreement, PIXELSHR Ltd hereby grants to the Client a non-exclusive, limited, personal, revocable, non-transferable, right to use the Service, solely for the Client’s own internal business purposes, subject to the terms and conditions of this Agreement.
All rights not expressly granted to the Client are reserved by PIXELSHR Ltd and its licensors.
The Client may not access the Service if they are a direct competitor of PIXELSHR Ltd or any of PIXELSHR Ltd’s businesses or associated companies, except with PIXELSHR Ltd’s prior written consent
In addition, the Client may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Unless agreed in advance in writing, The Client shall not: (i) license, sublicense, sell, resell, transfer, assign, rent, lease, export, import, act as an intermediary or provider, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
The Client may use the Service only for internal business purposes and shall not (nor authorise any third party to): (i) store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (ii) store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iv) attempt to gain unauthorised access to the Service or its related systems or networks.
PIXELSHR Ltd, in our sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to PixelsHR and the Service. You acknowledge and agree that PIXELSHR Ltd has no obligation to make available to You any subsequent versions of PixelsHR or the Service. In addition, you and PIXELSHR Ltd acknowledge that no third-party has any obligation whatsoever to furnish maintenance or support services with respect to PixelsHR or the Service and that PIXELSHR Ltd is solely responsible for the provision of maintenance and support as provided in this Agreement and to the extent such maintenance and support is required under applicable Law.
PixelsHR and the Service may be integrated with third party applications, websites, and services (“Third Party Services”) to make available content, products, and/or services to you. These Third Party Services may have their own terms and conditions of use and privacy policies and your use of these Third Party Services will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that PIXELSHR Ltd does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Services or for any transaction you may enter into with the provider of any such Third Party Services
The Client’s Responsibilities
The Client is solely responsible for all activity occurring under their User accounts and shall abide by all applicable Law in connection with their and their Users’ use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. The Client shall:
You shall not use PixelsHR or the Service for any illegal, fraudulent, improper, or abusive purpose or in any way that interferes with PIXELSHR Ltd’s ability to provide a high quality Service to other clients, prevents or restricts other clients from using the Service, or damages any of PIXELSHR Ltd’s or other clients’ property. If PIXELSHR Ltd finds that you are using the Service for anything other than as permitted by this Agreement or for any of the prohibited uses in this Agreement, PIXELSHR Ltd may at our sole discretion terminate your Service with immediate effect. Prohibited uses include, but are not limited to:
You further understand and agree that:
You agree not to directly or indirectly through a third party engage in any conduct or make any communication (public or private) that disparages PIXELSHR Ltd, PixelsHR or the Service in any way. Such communications include, but are not limited to, publishing, posting, printing, disseminating, or otherwise making such disparaging statements on or through the Internet, in any blog, or through any other form of social media. You further agree not to solicit or encourage, directly or indirectly, any such statements, comments, or communications by any third-party. In accordance with the termination provisions below, PIXELSHR Ltd may terminate your access to PixelsHR or the Service if you breach the requirements of this section.
If we, in our sole discretion, consider you to be in breach of this Agreement, or likely to be in breach of this Agreement, we may take any action we think is necessary to protect PixelsHR, the Service and its users. We may:
As you will be submitting and providing Client Data which may contain the personal data (and potentially sensitive personal data (as such terms are defined under the Act)) of Users and third parties, you acknowledge and accept that you are solely responsible for obtaining all required consents, authorisations and permissions from such Users and third parties to enable you to provide such information to us and to grant to us the rights set forth in this EULA and the privacy policy. It is your responsibility to ensure that all such Users and third parties are aware of and accept the terms of this EULA and the privacy policy and that you have obtained explicit consent of Users to our processing any of their sensitive personal data in accordance with this EULA and the privacy policy. You may not provide us with any Client Data or other information containing personal data of Users or third parties unless and until you have obtained all necessary consents, authorisations and permissions to do so.
Account Information and Data
PIXELSHR Ltd does not own any of the Client Data. The Client, nor PIXELSHR Ltd, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and PIXELSHR Ltd shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data.
In the event this Agreement is terminated (other than by reason of the Client’s breach), PIXELSHR Ltd shall advise the Client how it may retrieve the Client Data but it will be the sole responsibility of the Client to retrieve a copy of their Client Data within 30 days of termination after which time, to the extent permitted by applicable Law, PIXELSHR Ltd may delete all such data.
PIXELSHR Ltd reserves the right to withhold, remove and/or discard Client Data without notice for any breach by the Client without limitation. Upon termination by PIXELSHR Ltd for any breach, the Client’s right to access or use Client Data immediately ceases, and PIXELSHR Ltd shall have no obligation to maintain or store or forward any Client Data
Intellectual Property Rights
While the User is granted the right to use PixelsHR software products as outlined in this Agreement, neither the User nor any Delegated Users will own any of the Intellectual Property Rights associated with PixelsHR software products. PixelsHR Ltd. (or the relevant third party from whom PixelsHR Ltd. obtains the rights, if applicable) will retain full ownership of all Intellectual Property Rights in PixelsHR software products, including any software provided to replace all or part of the PixelsHR software products. The User’s rights to the PixelsHR software products are strictly limited to those specified in this Agreement.
PixelsHR Ltd. (or its licensors) retains ownership of all rights related to PixelsHR software products and any associated logos or images. The User is granted no ownership of these rights, logos, or images by using the PixelsHR software products.
The User agrees not to use PixelsHR Ltd.’s name, brand, or any related logos or images for promotional, marketing, or announcement purposes without obtaining prior written consent from PixelsHR Ltd.
Setup and Training Services
Setup and training services may be available on request from PIXELSHR Ltd. Their availability and cost will be subject to agreement between the parties.
Excess Data Storage Fees
Disk maximum storage space allowance provided to the Client is at the sole discretion of PIXELSHR Ltd reserves the exclusive right to amend this at any time without notice.
Termination of Agreement
Termination by PIXELSHR Ltd.
PIXELSHR Ltd. may, at its sole discretion, terminate, suspend, or restrict your access to all or part of the PixelsHR service at any time, without prior notice, under the following conditions:Material Breach: If PIXELSHR Ltd. determines that you have committed a material breach of this Agreement, including but not limited to unauthorized use of the PixelsHR Technology or Service. Such a breach will be considered irremediable.
Non Compliance with Applicable Laws: If you fail to comply with relevant laws or regulations, or do not cooperate with regulatory bodies as required by law.
Regulatory Order: If PIXELSHR Ltd. is ordered by any government agency, regulator, or law enforcement to suspend or terminate the Service.
Legal Action: If you initiate or participate in legal action, including court proceedings, regulatory bodies, arbitration, or class action lawsuits against PIXELSHR Ltd.
Defamation: If you make disparaging statements (oral, written, or electronic) against PIXELSHR Ltd., its services, employees, contractors, agents, or affiliates.
Operational Needs: If PIXELSHR Ltd. determines that termination, suspension, or restriction is necessary to protect or improve the Service, prevent fraud or misuse, or for other operational reasons deemed necessary by PIXELSHR Ltd.
Termination Without Cause: PIXELSHR Ltd. may also terminate this Agreement without cause with thirty (30) days’ prior written notice.
Termination by the User
As a User, you may terminate this Agreement by providing written notice to PIXELSHR Ltd. in accordance with the termination provisions outlined in this section. The notice must be given at least sixty (60) days prior to the desired termination date.
Renewal and Automatic Extension
Unless either party provides notice of termination, this Agreement will automatically renew at the end of the initial contract period and any subsequent renewal periods for the same duration. To terminate, the terminating party must provide at least 60 days’ written notice before the end of the contract period or any renewal period.
Fee Increases
At the end of the initial term and subsequent renewal periods, PIXELSHR Ltd. reserves the right to increase the fees by up to 7% for the following contract period.
Consequences of Termination
Upon termination or suspension of your account:
Deactivation and Deletion: PIXELSHR Ltd. may deactivate or delete your account, including all associated data, and restrict further access to the Service or related information.
No Liability: PIXELSHR Ltd. will not be held liable for any loss, damage, or inconvenience caused by the termination or suspension of your access to the Service.
Representations and Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement
PIXELSHR Ltd represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially as documented under normal use and circumstances. The sole remedy for breach of this warranty shall be correction of any Defects by PIXELSHR Ltd within a reasonable time from notification by the Client of the Defect that constitutes such a breach, providing that such remedial work is commercially practicable, and the Client provides all the information that may be necessary to assist PIXELSHR Ltd in resolving the Defect, including sufficient information to enable PIXELSHR Ltd to recreate the Defect
You represent, warrant and undertake to PIXELSHR Ltd that:
Confidential Information
PIXELSHR Ltd. will make reasonable commercial efforts to maintain the confidentiality of all Client Data. However, Client Data may be disclosed to PIXELSHR Ltd.'s employees who will also be legally obligated to keep the Client Data confidential. The obligation to maintain confidentiality will not apply to any information that:
Was publicly available at the time of disclosure; Becomes publicly available through no fault of PIXELSHR Ltd. or its representatives;
Was already in the possession of PIXELSHR Ltd. prior to the disclosure, as evidenced by its records;
Is independently developed by PIXELSHR Ltd. without reference to the Client Data;
Is disclosed with the Client's prior written consent;
Is required to be disclosed by law or a court order, provided that PIXELSHR Ltd. promptly notifies the Client to allow for any objection to the disclosure.
Indemnification
The Client agrees to indemnify and hold harmless PIXELSHR Ltd., its licensors, and each of their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents from and against any and all claims, costs, damages, losses, liabilities, and expenses (including legal fees) arising out of or in connection with:
Any breach of the Client’s representations, warranties, or obligations under this Agreement;
The Client’s use of the PixelsHR software products in violation of any applicable law or regulation;
Any claim arising from the Client's actions or omissions that result in legal or financial harm to PIXELSHR Ltd. or its affiliates.
Disclaimer of Warranties
PIXELSHR Ltd and its licensors do not guarantee that:
All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable Law by PIXELSHR Ltd and its licensors. PIXELSHR Ltd makes no representations or warranties that the Service is free of rightful claims of any third party for infringement or misappropriation of intellectual property or other proprietary rights. The entire risk associated with the use of the Service shall be borne solely by you.
In addition, PIXELSHR Ltd makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for any Third Party Services (or the content thereof).
Although every effort is made to ensure that data transmissions of Client Data are secure, PIXELSHR Ltd makes no guarantees of security, although we will comply with legislation regarding notification of breaches
Internet Delays
PIXELSHR Ltd’s Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. PIXELSHR Ltd is not responsible for any delays, delivery failures, or other damage resulting from such problems
Force Majeure
In this Agreement, “force majeure” shall mean any cause preventing PIXELSHR Ltd from performing any or all of PIXELSHR Ltd’s obligations which arise from or are attributable to acts, events, omissions or accidents beyond PIXELSHR Ltd’s reasonable control including without limitation strikes, lock-outs or other industrial disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, interruption or failure of utility service, including but not limited to electric power, gas or water or default of suppliers or sub-contractors. PIXELSHR Ltd shall not be in breach of this Agreement if it is subject to a force majeure event, provided that it uses reasonable endeavours to notify you in writing of the nature and extent of the force majeure event causing PIXELSHR Ltd’s failure or delay in performance. If the force majeure event prevails for a continuous period of more than 2 months, the Client may terminate this Agreement by giving 14 days’ written notice to PIXELSHR Ltd. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to PIXELSHR Ltd’s rights in respect of any breach of this agreement occurring prior to such termination
Limitation of Liability
Nothing in this Agreement will exclude or limit PIXELSHR Ltd’s liability for:
PIXELSHR Ltd shall not be liable for any damages or losses as a result of a force majeure event, or from your or your Users’ use of a Third-Party Service.
To the fullest extent permitted by Law, in no event shall PIXELSHR Ltd or its affiliates be liable to you or any third party for indirect, incidental, consequential, or punitive damages of any kind whether arising under contract, warranty, tort (including negligence or strict liability), or any other theory of liability, even if PIXELSHR Ltd has been informed in advance of such damages or such damages could have been reasonably foreseen by PIXELSHR Ltd.
Without limiting the foregoing, PIXELSHR Ltd shall not be liable for any of the following losses (whether direct, indirect, incidental or consequential):
Subject to paragraph (a) of this clause, in no event shall PIXELSHR Ltd’s aggregate liability exceed the annual subscription fee you are paying. In recognition of the nature of the Service, you acknowledge and agree that such allocation of liability between us is reasonable, appropriate and fair in the circumstances.
The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply in any and all circumstances.
Notice
PIXELSHR Ltd may give notice by means of electronic mail to the Client’s e-mail address on record in PixelsHR’s account information. Such notice shall be deemed to have been given upon the expiration 12 hours after sending the email
Modification to Terms
PIXELSHR Ltd reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time. Such modified terms and conditions will be issued or made available to the Client electronically via email or the Website and shall be deemed effective 12 hours after electronic delivery or notification. Continued use of the Service after any such changes shall constitute the Client’s consent to such changes
Assignment; Change in Control
This Agreement may not be assigned by the Client without the prior written approval of PIXELSHR Ltd but may be assigned without the Client’s consent by PIXELSHR Ltd to:
Any purported assignment in violation of this section shall be void.
Any actual or proposed change in control of the Client that results or would result in a direct competitor of PIXELSHR Ltd directly or indirectly owning or controlling 25% or more of the Client shall entitle PIXELSHR Ltd to terminate this Agreement for cause immediately upon written notice
General
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties agree that any dispute relating to its terms or subject matter shall be subject to the exclusive jurisdiction of the English courts.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
No joint venture, partnership, employment, or agency relationship exists between the Client and PIXELSHR Ltd as a result of this Agreement or use of the Service.
The failure of PIXELSHR Ltd to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by PIXELSHR Ltd in signed writing authorised by a director of PIXELSHR Ltd.
This Agreement together with PIXELSHR Ltd’s privacy policy and any copyright notices on the Website comprises the entire agreement between the Client and PIXELSHR Ltd in relation to the Service and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions
Acceptance of Agreement
By ticking the acceptance field during the registration process, you confirm acceptance of this End User Licence Agreement, which shall constitute a binding contract between PIXELSHR Ltd and the Client, subject to the ability of PIXELSHR Ltd within 21 days to reject the Client
Company information
PIXELSHR Ltd is incorporated under the laws of England, with company number06610871. PIXELSHR Ltd’s registered address is: Suite 105-2 Fairbourne Drive, Atterbury, Milton Keynes, England, MK10 9RG
