1. TAKE NOTICE

In continuing to access the Q&A Law UK Limited Portal (“the Portal”) you will be deemed to enter into and accept all terms and conditions of the Q&A Law Portal Licence Agreement between you and Q&A Law (UK) Ltd

Please read this Agreement carefully before you proceed.

Should you have any questions concerning this Agreement please contact Q&A Law:

Tel: 01920 463777
e-mail: answers@qandalaw.co.uk

2. BACKGROUND:

This Website is operated by Q&A Law UK Limited. Access to the Portal and the document templates, guides and document storage provided within it, is subject to you accepting the Terms and Conditions as set out below. Please read the following Terms and Conditions carefully, and if you wish to proceed click the ‘accept’ button. Once accepted these Terms and Conditions will form the contract between Q&A Law UK Limited and you. You will then be asked to provide your card details. After payment is processed, you will be sent a login and password by email to allow you to access the Portal. If you do not accept these terms of agreement you should stop using the Portal and notify Q&A Law immediately, if you continue to use the Portal this will be considered as your acceptance of the terms of this Agreement

3. DEFINITIONS

In this Agreement the following terms shall have the following meanings:

Commencement Date: means the start date of your access to the Portal.
Documents: means all standard forms of contracts, handbooks, document templates HR forms, guides and other documents and items, the copyright in which is owned by Q&A Law (UK) Limited made available to the User by Q&A Law online via the Portal at www. portal.qandalawbusiness.co.uk or such other web address notified by Q&A Law to the User from time to time.
HR: means Human Resources
Initial License Term: means: the initial term of this agreement
Licence Fee: means the charges payable by you for use of the Product during the Licence Period: means (whether paid directly to Q&A Law or to any other third party Supplier).
Licence Period: means the period of 12 months from the Commencement Date or any subsequent Renewal Date.
License Term: means the Initial License Term together with any subsequent Renewal Periods).
Portal: means the portal on (www. portal.qandalawbusiness.co.uk) and any sub-domains of this site unless expressly excluded by their own terms and conditions as updated from time to time together with all document templates, guides, information and other items provided by Q&A Law contained on the Portal.
Product: means collectively the Portal and the Documents including all standard forms of contracts, handbooks, document templates HR forms, guides and all other documents and items, provided Q&A Law contained on the Portal
Q&A Law means Q&A Law UK Limited (Registered No. 07398350) a company incorporated in England & Wales with registered offices at 11-13 Hockerill Street, Bishop’s Stortford, Hertfordshire, England, CM23 2DH.
Renewal Date: means the date on which a Licence Period is renewed, being the date immediately following the date of expiry of a previous Licence Period.
Renewal Period: means the period or periods that the License Period is renewed.
Third Party Site: means a website not operated by Q&A Law
User: means any party that accesses the Product who is using the Product in the course of their business and who is not employed by Q&A Law (references to “you”, “your” and “yours” should all be read as if referring to you as a User
Website: means www.dottedlinehr.co.uk/.

4. GRANT OF LICENCE

In consideration of payment of the Licence Fee, Q&A Law grants to You (the person or persons whose names, trading name or partnership name and address is registered in respect of your copy of the Portal) a non-exclusive, non-transferable perpetual licence without the right to grant sub-licences to use the Product for the Licence Period on the terms provided for in this Agreement, solely for the User’s internal business operations.

The Product is not sold to you and you shall not acquire any right, title or interest (including without limitation copyright or other right in the nature of copyright or any other intellectual property right whatsoever) in:

1. ​the Portal or any part thereof or any update thereto or part thereof;
2. ​the media upon which the Portal is supplied;
3. ​the Documents

All rights in the Product which exist or may come into existence which are not specifically granted to you by this Agreement are expressly reserved to Q&A Law.

5. PERMITTED USE

On having paid the relevant Licence Fee and obtaining access to the Product from Q&A Law you may, for the Licence Period use in accordance with this Agreement, use the Product for your own business purposes.

You may draft documents and to manage any and all relevant business affairs, which purpose may require the distribution of copies of the document templates, information or other items contained within the Portal to third parties.

You may, download, print a physical copy, make a backup on any computer system
You may copy, amend, modify adapt, translate, disassemble or create derivative works based on whole or any part of the documents supplied in the Portal.
You may store any Document created by you based on whole or any part of the Documents supplied in the Portal or that is not contained on the Portal and is created by you that relates only to HR and employment law for your own business purposes.
In the document storage section of the Portal

You may use the Portal only for your business or profession,

6. PROPRIETARY RIGHTS

The User acknowledges and agrees that Q&A Law and/or its licensors own all intellectual property rights in the Portal and the Documents. Except as expressly stated herein, this agreement does not grant the User any rights to, or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Portal or the Documents.

Q&A Law confirms that it has all the rights in relation to the Product that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

7. PORTAL

Q&A Law shall, during the License Period, provide the Portal and make available the Documentation to the User on and subject to the terms of this agreement.

Q&A Law shall use commercially reasonable endeavours to make the Portal available 24 hours a day, seven days a week, except for planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time and unscheduled maintenance performed outside Normal Business Hours, provided that Q&A Law has used reasonable endeavours to give the User at least 6 Normal Business Hours’ notice in advance.

Q&A Law will, as part of the Portal and at no additional cost to the User, provide the User with support during Normal Business Hours

8. RESTRICTIONS AND EXCLUDED USE

The Use is subject to the following exceptions and restrictions:

1. ​You will not sell any of the Product (or any part thereof) to third parties;
2. ​You will not distribute any of the Documents templates, information or other items contained within the Portal (or any part thereof) to third parties for sale or resale (or free of charge) whether as part of a package or as a separate product;
3. ​You will not access all or any part of the Product in order to build a product or service which competes with the Product
4. ​You will not use the Product (or any part thereof) for any purpose which rivals or competes with Q&A Law. In the event of a dispute between a User and Q&A Law it shall be for Q&A Law to define “rival” and/or “competing” purposes; and
5. ​​You will not rent, lease, sub-licence or loan the Product (or any part thereof) to third parties.
6. ​You will not store any documents on the Portal belonging to third parties.
7. ​You will not store any documents on the Portal that are not in their nature relating to HR and employment law.
8. You will not store any documents or photographs or material on the Portal that are obscene or pornographic or are inappropriate it shall be for Q&A Law to define “obscene” and/or “pornographic” and/or “inappropriate”.

The restrictions are subject to the provisions of the Copyright Designs and Patents Act 1988. Q&A Law waives its moral rights contained in Sections 77 – 79 of that Act.

The copyright and all other applicable intellectual property rights in the Portal remain the sole property of Q&A Law.

All restrictions in this clause shall apply to the Product, any and all parts thereof, and any derivative works created by you using the same.

The User undertakes that:

1. the User shall keep a secure password for their use of the Portal and Documentation, and that each User shall keep their password confidential;
2. if the User has underpaid License Fees to Q&A Law, then without prejudice to Q&A Law’s other rights, the User shall pay to Q&A Law an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.
   The User shall not store, distribute or transmit any Viruses, or any material during the course of its use of the Product that:
3. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
4. facilitates illegal activity;
5. depicts sexually explicit images;
6. promotes unlawful violence;
7. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
8. is otherwise illegal or causes damage or injury to any person or property;
   and Q&A Law reserves the right, without liability or prejudice to its other rights to the User, to disable the User’s access to any material that breaches the provisions of this clause.

The User shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Portal and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Q&A Law.

The rights provided under this clause are granted to the User only, and shall not be considered granted to any subsidiary or holding company of the User.

1. The User shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Portal and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Q&A Law.
2. The rights provided under this clause are granted to the User only, and shall not be considered granted to any subsidiary or holding company of the User.

All licences, consents and restrictions contained in these Terms and Conditions shall be limited to the normal duration of copyright in literary works as defined in the Copyright Designs and Patents Act 1988, Section 12 (the life of the author, plus 70 years).

You acknowledge that our document templates, information and other items included on our website are made available for download by you on the basis that they are not instruments or other documents prepared for you by us or our employees or consultants, and it is your responsibility to ensure that you are entitled to prepare and customise our document templates as may be required by law.

9. Q&A LAW’S OBLIGATIONS

If the Portal does not provide the Product Q&A Law will, use all reasonable commercial endeavours to provide the User with an alternative means of accomplishing the desired performance. Q&A Law does not warrant that:

1. the User’s use of the Portal will be uninterrupted or error-free; or
2. that the Portal, Documentation and/or the information obtained by the User through the Portal will meet the User’s requirements; or
3. the Portal will be free from Vulnerabilities or Viruses; or
4. the Documentation or Portal will comply with any Heightened Cybersecurity Requirements.
5. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Portal may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

This agreement shall not prevent Q&A Law from entering into similar agreements with third parties, or from independently developing, using, selling or licensing Documents and/or the Portal which are similar to those provided under this agreement.

1. Q&A Law warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
2. Q&A Law shall follow its archiving procedures for User Data as set out in its Back-Up Policy available from Q&A Law, as such any Document may be amended by Q&A Law in its sole discretion from time to time. In the event of any loss or damage to User Data, the User’s sole and exclusive remedy against Q&A Law shall be for Q&A Law to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up of such User Data maintained by Q&A Law in accordance with the archiving procedure described in its Back-Up Policy. Q&A Law shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party (except those third parties sub-contracted by Q&A Law to provide the Portal related to User Data maintenance and back-up for which it shall remain fully liable.

Q&A Law shall use reasonable steps to ensure that the information contained on the Portal is accurate and up to date.

10. CHARGES AND PAYMENT

The User shall pay the License Fee to Q&A Law in and the User shall on the Commencement Date provide to Q&A Law valid, up-to-date and complete credit card details. The User hereby authorises Q&A Law to bill such credit card: annually if the User is paying in full on the Commencement Date or on each anniversary of Commencement Date for the License Fees payable in respect of the next Renewal Period; or if the User is paying monthly Q&A Law shall set up monthly Standing Order payment to be taken on the same day each month for the term of the License.

If Q&A Law has not received payment within 1 day after the due date, and without prejudice to any other rights and remedies of Q&A Law:

1. Q&A Law may, without liability to the User, disable the User’s password, account and access to all or part of the Portal and Q&A Law shall be under no obligation to provide any or all of the Portal while the invoice(s) concerned remain unpaid; and
2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of Nat West Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

All amounts and fees stated or referred to in this agreement:

1. ​shall be payable in pounds sterling;
2. ​are, non-cancellable and non-refundable;
3. ​are exclusive of value added tax, which shall be added to Q&A Law’s invoice(s) at the appropriate rate.

If, at any time whilst using the Portal, the User exceeds the amount of disk storage space, Q&A Law may charge the User, and the User shall pay, Q&A Law’s then current excess data storage fees.

Refunds will be given at the discretion of the management and subject to Q&A Law’s Terms and Conditions. No refunds will be given if the Contract Review service has been used.

11. DISCLAIMER

In no event will either Q&A Law be liable for any direct, consequential, or special damages or loss of any kind arising from use of the Product (including without limitation loss of profits, loss of contracts, business interruptions, loss or corruption to data) however caused and whether arising under contract, tort, including negligence, or otherwise.

If any exclusion, disclaimer or other provision contained in this Agreement is held invalid for any reason and Q&A Law becomes liable for loss or damage that could otherwise be limited, such liability, whether in contract, negligence or otherwise, will not exceed the amount actually paid by you for the Product.

Q&A Law may amend any form, document template, guide or other item or add, replace, or remove any form, document template or other item without notice.

Q&A Law may amend any part of the Portal without notice

The information, forms and document templates are designed and offered in good faith only to provide a guide for common situations.

Q&A Law furnishes both the information on the Portal and its Documents and other items without any express or implied representation, warranty, term or condition.

If you have any questions concerning the appropriateness or use (for your intended or any other purpose) of any form, document template or other item made available by Q&A Law or the information contained on the Portal you must seek independent professional expert advice.

Q&A Law has no involvement in, nor any responsibility or liability for any advice or guidance provided by Q&A (UK) Limited trading as Q&A HR and or Dotted Line

Notwithstanding any other provision of either the Terms and Conditions or this Disclaimer, Q&A Law, its agents, employees, contractors and sub-contractors will not be liable, whether in contract, tort (including negligence) or otherwise, for any special, direct, or indirect loss, damage, cost, expense, claim, demand or liability, or any loss of profit, revenue or anticipated savings, arising directly or indirectly from any omission from, error or defect in, or unsuitability of, any document template, form, information or other item available from Q&A Law or on its Portal, or from the possession, publication, use of or reliance on any such document template, form, information or other item, or for incorrect completion, alteration, use, filing of, or inability to use, any such document template, form, information or other item.

12. DATA PROTECTION AND PRIVACY

We collect, hold and process all personal data in accordance with your rights and our obligations under the Data Protection Act 1998 (and, from 25 May 2018, the EU General Data Protection Regulation (“GDPR”)), and we take appropriate steps to ensure that your information is protected consistent with the principles set out in the Act (after 25 May, the GDPR), any other privacy laws, these Terms and Conditions, and our Privacy Policy, whether that information is held by us or shared by us with third parties.

For full details of our collection, use, and holding of personal data, information about your legal rights as a data subject and how to exercise them, please refer to our Privacy Policy.

13. LIMITATION OF LIABILITY

Except as expressly and specifically provided in this agreement:

1. the User assumes sole responsibility for results obtained from the use of the Product by the User, and for conclusions drawn from such use.
2. ​Q&A Law shall not be liable for any loss of any kind including lost profits or other consequential losses arising from the Users use or inability to use the Portal or Documentation or from errors or deficiencies in any Document or guide.
3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
4. It is the User’s responsibility to ensure that the Portal and the Documentation is suitable for the Users needs and the entire risk as to the performance and results of the use of the Product is assumed by the User..
5. The User should ensure that any Document or guide or any part thereof found on the Portal meets the Users requirements in all respects and is suited for its intended purpose Q&A Law give no warranty or representation that any Document or material found on the Portal will be fit for the Users intended purpose, useful to the User or is of satisfactory quality.
6. Q&A Law will use reasonable endeavours to correct or amend any defect in any Document that is brought to our attention by a User or identified by ourselves. We do not give a time frame as to when any such changes will be made.
7. The Documents provided on the Portal are meant as an initial draft document to be amended by the User to suit their purpose and the circumstances of the User. If the User has any concerns or doubts as to how to amended any document or use it in the way that it is intended they should seek independent legal or HR advice from a suitably qualified expert.
8. The User acknowledges that the Portal and Documentation (or part thereof) purchased may, in the future, need to be amended to ensure that it meets and adheres to any changes in the law or business practice. We are not responsible for advising you of any such changes or amendments.

Nothing in this agreement excludes the liability of Q&A Law:

1. for death or personal injury caused by Q&A Law’s negligence; or
2. for fraud or fraudulent misrepresentation.

Notwithstanding the any other clauses of this Agreement;

1. Q&A Law shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
2. Q&A Law’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the License Fees paid for the User Licenses by the User during the 12 months immediately preceding the date on which the claim arose.
3. Nothing in this agreement excludes the liability of the User for any breach, infringement or misappropriation of Q&A Law’s Intellectual Property Rights”.

14. TERM AND TERMINATION

This agreement shall, unless otherwise terminated as provided in this Agreement commence on the Commencement Date and shall continue for the Initial License Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each the Renewal Period), unless:

1. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial License Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial License Term or Renewal Period; or
2. otherwise terminated in accordance with the provisions of this agreement;
   and the Initial License Term together with any subsequent Renewal Periods shall constitute the License Term.

Without affecting any other right or remedy available to it, Q&A Law may terminate this agreement with immediate effect by giving written notice to the User if:

1. the User fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 3 day after being notified in writing to make such payment;
2. the User commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 3 days after being notified in writing to do so;
3. the User suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA

On termination of this agreement for any reason:

1. The User shall pay the full amount for the remaining term of the Initial License Term or Renewal Period within 1 day of giving written notice to terminate to Q&A Law.
2. The licence granted under this agreement shall immediately terminate and the User shall immediately cease all use of the Portal and/or the Documentation;
3. The User shall make no further use of the Product;
4. Q&A Law may destroy or otherwise dispose of any of the User Data in its possession including any documents stored in the Document Storage section of the Portal unless Q&A Law receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the User of the then most recent back-up of the User Data. Q&A Law shall use reasonable commercial endeavours to deliver the back-up to the User within 30 days of its receipt of such a written request, provided that the User has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The User shall pay all reasonable expenses incurred by Q&A Law in returning or disposing of User Data; and
5. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

15. FORCE MAJEURE

Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 2 weeks , the party not affected may terminate this agreement by giving 7 days written notice to the affected party.

16. WAIVER

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

17. RIGHTS AND REMEDIES

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18. SEVERANCE

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
If any provision or part-provision of this agreement is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

19. ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

20. ASSIGNMENT

The User shall not, without the prior written consent of Q&A Law, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

Q&A Law may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

21. NO PARTNERSHIP OR AGENCY

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22. THIRD PARTY RIGHTS

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

23. NOTICES

Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email.

Any notice shall be deemed to have been received:

1. if delivered by hand, at the time the notice is left at the proper address;
2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

This clause 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.

24. GOVERNING LAW

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 interpreted in accordance with the law of England and Wales.

25. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have 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).