Terms and conditions
When you tick the acceptance box at the time of submitting your application to use Manta HR you agree that each time you access and use the Manta HR these Terms and Conditions shall apply.
The following terms shall have the following meanings in these Terms and Conditions:
- Customer, you, yours means you, the person, firm, company or other legal entity who has applied to use Manta HR;
- Customer Order means the online document which has been completed by the Customer when you placed your application to use Manta HR;
- Customer Data means any data, information or material provided or submitted by the Customer or one of its employees to Manta HR or generated by Manta HR including but not limited to employee data held in Manta HR;
- Employee Files means the number of current employees of the Customer whose data can be stored on Manta HR. To calculate this number past employees are not included but all temporary, bank and contract workers are counted;
- Force Majeure means any event which is beyond the reasonable control of Manta HR Limited whereby it is prevented from or delayed in the carrying on of its business including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, extreme weather conditions, flood, epidemic, lock‐outs, strikes or other labour disputes (whether or not relating to Manta HR Limited's workforce or that of any sub-contractor), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
- Intellectual Property Rights or IPR means patents, rights to inventions, copyright and related rights, topography rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights of a similar nature, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
- Licence means the licence to use Manta HR granted to the Customer under these Terms and Conditions;
- Licence Fee means the fee payable by the Customer for use of Manta HR as set out in the Customer Order;
- Licence Term means the term of the Licence as set out in these Terms and Conditions;
- Manta HR means the online human resources software system developed, owned and operated by Manta HR Limited and licensed to Customers under these Terms and Conditions;
- Manta HR Limited, our, ours, us and we means Manta HR Limited (company registration no. 07497569) of 6-8 Cole Street, London, SE1 4YH;
- Outage means failure directly and solely associated with Manta HR that renders the service unavailable for a period of one hour or more; and
- Terms and Conditions means the terms and conditions upon which Manta HR is licensed to Customers and which are set out in this document.
In consideration for the Customer's agreement to these Terms and Conditions and, where applicable, payment of the Licence Fee, Manta HR Limited hereby grants a non-exclusive, non-transferable, worldwide, revocable Licence to the Customer to use Manta HR for the Licence Term. Manta HR may only be used for the Customer's own internal legitimate business purposes.
The Licence shall commence on the date notified by us to you.
You shall not (i) license, sublicense, rent, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party Manta HR, or the content of our website in any way other than as expressly set out in this agreement; (ii) use, copy, modify or make derivative works based upon Manta HR; (iii) reverse assemble, compile or otherwise translate Manta HR (iv) embed Manta HR as an "iframe" or "frame" from within another application; or (v) reverse engineer or access Manta HR in order to (a) build a competitive product or service, (b) build a product using ideas, features, functions or graphics that are similar to those related to Manta HR, or (c) copy any ideas, features, functions or graphics of Manta HR.
The Customer is not permitted to use Manta HR to assist in the development of the Customer's own software or that of a third party. The Customer may not use or copy all or any part of Manta HR's graphical user interface, operating logic or database structure for it to be part of or to develop any software or other product or technology, unless that use or copying is permitted by law.
When using Manta HR you shall not: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of Manta HR or the data contained therein, or our website, servers or networks; (iii) attempt to gain unauthorised access to Manta HR or its related systems or networks; or (iv) take any action that imposes an unreasonably or disproportionately large load on our system.
The Licence granted to the Customer is personal to the Customer and may not be transferred or assigned in whole or in part without our prior written consent.
If you would like to apply to use Manta HR, you must complete and submit an online Customer Order. On the order you will be required to indicate the number of Employee Files that you will store on Manta HR and this will determine the Licence Fee that is payable.
When submitting a Customer Order the Customer hereby confirms that:
- in the case of a sole trader , he or she is at least 18 years; or is
- the director or person who agreed or completed the Customer Order and has the authority to act on behalf of the Customer and bind the Customer to these Terms and Conditions; and
- all details of the Customer which were inserted on the Customer Order by that director or person acting on the Customer's behalf are accurate and up-to-date; and
- by completion of the Customer Order, the Customer agrees to be bound by these Terms and Conditions.
We will notify you by email if your application has been successful and you will then be provided with secure login details in order to access Manta HR. If your application has been unsuccessful we will notify you of this and the reasons.
Using Manta HR
To use Manta HR the Customer must create a user account and login on www.manta.hr. You will be required to set administrator rights and instructions will be given on the website on how to operate the system and create Employee Files. Information on how to create access rights for your employees will be displayed on the system.
Manta HR is compatible with the following browsers - IE 9+ (IE 8 supported with most functionality), FireFox 3+, Chrome and Safari. Please ensure that you have one of these browsers installed on your laptop or mobile device before you begin using Manta HR.
Manta HR is designed using extended verification 256-bit Secure Socket Layer certificates for secure communication with our server and sensitive data is encrypted before being stored in our database however it is the Customer's responsibility to ensure that it and its employees comply with the Data Protection Act 1998 and any related legislation at all times when using Manta HR.
Training and a "launch pack" can be provided by Manta HR Limited to the Customer upon request. A separate fee is payable for this service.
You are permitted to download data from your account on Manta HR and to create reports. Data may be exported into CSV files for this purpose.
The Customer is responsible for all activity occurring under its account and shall abide by all applicable national and foreign laws, treaties and regulations in connection with its use of Manta HR and the Employee Files which it creates, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify us immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by the Customer or its permitted users; and (iii) not impersonate another customer or provide false identity information to gain access to or use Manta HR.
We aim to have the website and Manta HR available at all times, however, it will be appreciated that this cannot be guaranteed or that it will be error free and we cannot accept liability for any issues that this may cause.
We will try to keep disruptions to a minimum but we may suspend Manta HR from time to time to carry out maintenance and support work.
We cannot guarantee or warrant that Manta HR will meet the Customer's needs, that the Customer will be able to use Manta HR in a particular way or obtain particular outputs from the system or the standard of the results arising from using Manta HR.
Fees and Payment
Depending upon the number of Employee Files that you have specified on the Customer Order, a Licence Fee may be payable for your use of Manta HR. The Licence Fee is calculated as follows:
- 1 to 50 Employee Files: Free
- 51 to 100 Employee Files: £100 per month
- 101 to 250 Employee Files: £200 per month
- 251 + Employee Files: As agreed with Manta HR Limited
Unless agreed otherwise with the Customer, Licence Fees are payable monthly in advance by credit or debit card. We will automatically bill the Customer for the Licence Fee on the same day each month using the same credit or debit card details that were provided with the initial payment until we are provided with an alternative credit or debit card by the Customer or the Licence is terminated.
In some cases a discount will apply for Customers paying the Licence Fee annually in advance. Details of any applicable discounts will be confirmed when the Customer Order is submitted.
In the event of a late payment we shall be entitled to charge interest on such payment at a rate of 4% over our bank's lending rate. Interest will be charged on a daily basis from the date of invoice to the date of actual receipt of payment in cleared funds.
We reserve the right to charge an administration fee for any late payment notices which are sent to the Customer.
If we are not paid an invoice we may instruct a debt collection agency or law firm to collect any amounts owing (including any interest and/or late payment charges). In such circumstances the Customer will be liable to pay an additional sum to Manta HR Limited which will not exceed the reasonable costs that it may have to pay the debt collection agency or law firm, who will add the sum to the outstanding debt.
All fees charged to the Customer shall be subject to value added tax at the appropriate rate.
All fees listed on the website are correct at the time of publication however we reserve the right to alter these in the future. You will be notified of any increase to the Licence Fee should this affect any price increase affects you.
We are confident that Manta HR will meet your human resources reporting requirements and we are happy to offer all of our clients an uptime guarantee of 99.5%. For each Outage then we will offer one day's credit against the Licence Fee that you would usually pay. All requests for credit are calculated monthly and must be submitted to us at least 48 hours before the Licence Fee is due for payment.
An Outage period begins upon the earlier of: (i) the Customer reporting a malfunction in Manta HR that is verified by us; or (ii) Manta HR Limited detecting a malfunction, where, in either case, the malfunction is solely due to a failure in the Manta HR system. An Outage period ends when the service is fully operational. This uptime guarantee does not apply to downtime caused by your third party suppliers such as your telecommunication provider or Force Majeure events. Nor does it apply to any circumstance or event which is due to you or your employees or agents acts or omissions.
The provisions of this uptime guarantee, including the applicability of credits contemplated above, are subject to the following conditions and limitations:
- The aggregate monetary amount of credits per month is limited to the monthly recurring Licence Fee (excluding any variable charges);
- The guarantee does not apply to Customers who do not pay a Licence Fee; and
- No credits will be given for failures which are due to scheduled or emergency maintenance and repairs or faults or delays in Manta HR which have been reported by the Customer but have not been verified by us or which are not capable of verification.
Manta HR Limited hereby undertakes to take all reasonable steps to keep confidential any information relating to the Customer which it obtains during the course of the Licence where such information is of a confidential or commercially sensitive nature. This obligation of confidentiality does not extend to any information which (i) is in the public domain, (ii) was in its possession prior to the commencement date of the Licence or (iii) was disclosed by a third party not acting in breach of a confidentiality obligation.
Intellectual Property Rights
All Customer Data stored by the Customer on Manta HR and in the Employee Files belongs to the Customer absolutely. Manta HR Limited has no rights over such data.
All IPR arising in the Manta HR system (including any such rights in the website) are either owned by or licensed to Manta HR Limited and nothing in these Terms and Conditions shall transfer any ownership rights to the Customer.
Notwithstanding the provisions of Clause 8.2, the Customer has a limited right to use Manta HR in accordance with the terms of the Licence granted under Clause 2.
The Customer may terminate the Licence to use Manta HR at any time by going to “Billing” page and following the instructions. Where the Customer terminates part way through a month or a pre-paid period then a refund will be made based on the number of unused days in that payment period.
Manta HR Limited may terminate the Licence and this agreement immediately on notice to the Customer if the Customer fails to comply with the terms of the Licence granted under these Terms and Conditions.
We may also terminate this agreement immediately by giving written notice to the Customer if:-
- The Customer commits any material breach of any of the provisions of these Terms and Conditions and in the case of a breach capable of remedy fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
- an encumbrancer takes possession of, or is appointed over, any of the property or assets of the Customer; or
- the Customer makes any voluntary arrangements with its creditors or a receiver is appointed or becomes subject to an administration order; or
- the Customer goes into liquidation (except for purposes of amalgamation or reconstruction in such manner that the body resulting from such reconstruction or amalgamation effectively agrees to be bound by or assume the obligations imposed on such other party under these Terms and Conditions); or
- the Customer becomes bankrupt; or
- anything analogous to anything contained in Clauses 9.3.2 to 9.3.5 above under the law of any jurisdiction occurs in relation to the Customer; or
- the Customer ceases, or threatens to cease, to carry on business.
In the event of termination of this agreement for whatever reason, the Licence granted under this agreement shall terminate immediately and the Customer will no longer be entitled to access Manta HR.
Where the Licence has been terminated for reasons other than the Customer's default then Manta HR Limited will provide the Customer with access for a limited period to access and download the Customer Data. Following this period (and immediately following termination in all other cases) Manta HR Limited shall delete all Employee Files and Customer Data held on Manta HR.
Disclaimer of Warranties and Limitation of Liability
Manta HR Limited's entire liability to the Customer for all claims in the aggregate arising from its use of Manta HR or otherwise under these Terms and Conditions shall be limited to the amount of any actual direct damages of up to 12 months' Licence Fees paid under these Terms and Conditions. We do not offer any warranty in relation to the suitablility or otherwise of Manta HR or that it will be fit for purpose or of merchantable quality. Apart from any other warranty set out in these Terms and Conditions Manta HR Limited disclaims any and all liability to the Customer for Manta HR to the fullest extent permissible under applicable law. In no circumstances will we accept liability for loss of or damage to data, special, incidental or indirect damages or for any economic consequential damages or lost profits, business, revenue, goodwill or anticipated savings. We do not accept any liability for interruption to business or damage to or loss of information however that interruption, damage or loss is caused.
The Customer is responsible for maintaining the security of its data and ensuring that its data is adequately backed up. It is the Customer's responsibility to ensure that login and password details are kept secure. We shall not be liable for any loss of the Customers Data or any Employee File.
We cannot guarantee that Manta HR (i) will be free of faults or interruptions, without interruption, timely or secure to the extent Manta HR may be affected by events or factors we cannot control, such as lack of network capacity, physical obstructions or atmospheric conditions; (ii) all program defects will be corrected; and (iii) Manta HR will operate with any hardware, software, system or data not identified in the application process.
Manta HR Limited shall not be held liable for any failure or delay in Manta HR or making Manta HR available where such failure arises as a result of Force Majeure. For the avoidance of doubt, we shall not be held liable for the delays or failure in performance of web hosting providers or other telecommunication providers.
Nothing in the Terms and Conditions shall limit or exclude the liability of either party in respect of either fraud or fraudulent misrepresentation, or death or personal injury arising from its negligence or the negligence of its employees, agents or contractors.
Manta HR Limited may assign, transfer novate or subcontract any part or parts of these Terms and Conditions, or the Manta HR system without the requirement to obtain the consent of the Customer. The Customer may not assign, transfer or sub-contract any part of its obligations and benefits under these Terms and Conditions without the express written consent of Manta HR Limited.
These Terms and Conditions and the Customer Order shall constitute the entire agreement between the parties for the provision of Manta HR. No other terms, statements representations or promises whether expressed or implied shall form part of these Terms and Conditions.
If any term or condition of these Terms and Conditions shall be deemed invalid, illegal or unenforceable, the parties hereby agree that such term or condition shall be deemed to be deleted and the remainder of these Terms and Conditions shall continue in force without such term or condition.
These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales. The parties hereto submit to the exclusive jurisdiction of the courts of England and Wales.
No delay or failure on the part of either party to enforce its rights or remedies under these Terms and Conditions shall constitute a waiver on its part of such rights or remedies unless such waiver is confirmed in writing.
Any notice or other information required or authorised by these Terms and Conditions to be given by either party to the other may be given by hand or sent by first class pre-paid post to the other party at the registered office address of that party.
The parties agree that the Contracts (Rights of Third Parties) Act 1999 does not apply to this agreement and nothing in the Terms and Conditions shall be deemed to confer any benefit or right on any person or entity other than the parties to this agreement.
Last updated: 9th January 2016