Terms & Conditions

We are MV TEST SOLUTIONS LTD, a company registered in England and Wales with company number 11803350. Our registered office is at:

First Floor, 10 College Road, Harrow, United Kingdom, HA1 1BE

Any reference to "we", "us", or "our" refers to MV TEST SOLUTIONS LTD, as well as our employees, agents, or subcontractors when acting in that capacity. Any reference to "you" or "your" refers to the person or entity who uses our Services.

The Services are intended exclusively for business users acting in the course of their trade, business, or profession. We do not provide the Services to consumers.

In these Terms and Conditions, the following definitions apply:

Applicable Laws

All applicable laws, statutes, and regulations from time to time in force in any relevant jurisdiction.

Authorised Users

Your employees, agents, or contractors who are designated by you as authorised to access and use the Services on your behalf.

Business Day

A day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

Contract

The contract between you and us for the supply of Services in accordance with these Terms and Conditions.

Data Protection Legislation

The UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any successor or related legislation applicable in the United Kingdom from time to time.

Personal Data

Any information relating to an identified or identifiable natural person.

Services

The scheduling, workforce management, and related services supplied by us through the Website known as Rota123, together with any related features, tools, or functionality that we make available to you (as may be amended from time to time).

Website

The Rota123 website and application accessible at our designated URL, or such other address or platform as we may notify to you from time to time.

3.1. By registering for, accessing, or using our Services (including any free trial or free access), you make an offer to use the Services in accordance with these Terms and Conditions.

3.2. Your offer shall be deemed accepted and the Contract formed when we:

• provide you or your Authorised Users with access credentials to the Services; or
• otherwise confirm in writing (including by email) that your registration has been accepted,

whichever is earlier.

3.3. These Terms and Conditions apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. Any terms or conditions contained in or referred to in any purchase order or other document provided by you shall have no effect.

3.4. We may amend these Terms and Conditions from time to time. We will provide you with notice of material amendments via the Website or by email not less than 7 days prior to such change coming into effect (unless a shorter period is required to comply with Applicable Laws or for security reasons). Your continued use of the Services after the effective date of any changes constitutes your acceptance of the amended Terms and Conditions.

3.5. You warrant that you are entering into the Contract in the course of a business and not as a consumer.

4.1. The Contract will commence on the date you register for or first access the Services (whichever is earlier) and will continue unless and until terminated by either party in accordance with clause 12.

4.2. Our Services are currently provided free of charge. We reserve the right to introduce pricing in the future in accordance with clause 7.

5.1. Subject to your ongoing compliance with these Terms and Conditions, we shall use reasonable efforts to make the Services available to you via the Website.

5.2. The Services are provided solely for your internal business purposes. You shall ensure that only you and your Authorised Users access and use the Services and that such use complies with these Terms and Conditions.

5.3. We do not guarantee that the Website or any content on it will always be available, uninterrupted, timely, secure, or error-free. Access to the Services is permitted on a temporary and "as available" basis. We may suspend, withdraw, or restrict the availability of all or any part of the Website or Services for business, operational, security, legal, or technical reasons. We will try to provide you with reasonable notice of any planned suspension, withdrawal, or restriction where practicable, but we are under no obligation to do so.

5.4. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OR GUARANTEES OF ANY KIND (SUBJECT TO CLAUSE 11.1). WE DO NOT WARRANT THAT THE INFORMATION, SCHEDULES, ROTAS, TIMESHEETS, PAYROLL DATA, CALCULATIONS, OR ANY OTHER DATA PRODUCED BY OR THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.

5.5. You acknowledge that the Services are decision-support tools only. The Services do not constitute legal, HR, payroll, tax, or other professional advice, and you remain solely responsible for all decisions made and actions taken based on or in connection with your use of the Services.

6.1. We reserve the right to modify, update, enhance, or discontinue any aspect of the Services at any time, including to:

• comply with any Applicable Law or regulatory requirement;
• improve functionality, performance, security, or user experience;
• make business efficiencies; or
• reflect changes in technology or in our service offerings.

6.2. Where we make material changes that significantly affect the nature or quality of the Services, we will notify you via the Website or by email. If you do not agree to such changes, your sole remedy shall be to terminate the Contract in accordance with clause 12.

7.1. The Services are currently provided free of charge.

7.2. We reserve the right to introduce pricing and/or subscription plans for the Services in the future. Should we do so, we will provide you with at least 30 days' notice before any charges apply.

7.3. If pricing is introduced:

• we will inform you of the applicable fees, billing cycle, and payment methods;
• you will have the option to accept the new pricing or terminate the Contract without penalty before the relevant charges take effect; and
• if you continue to use the Services after the effective date of the pricing, you will be deemed to have accepted the fees and shall pay all applicable charges in accordance with the payment terms notified to you.

7.4. Unless stated otherwise, all fees will be exclusive of VAT or other applicable sales taxes, which shall be payable by you at the prevailing rate.

8.1. Your responsibilities

You shall:

• cooperate with us in all matters relating to the Services;
• promptly provide us with all information, assistance, and materials as we may reasonably require to supply the Services;
• ensure that your and your Authorised Users' use of the Services complies with these Terms and Conditions, Applicable Laws (including employment, tax, and data protection law), and any usage guidelines or policies we publish from time to time;
• develop and implement policies and procedures for managing the allocation and use of individual accounts and access credentials for Authorised Users;
• keep all usernames, passwords, and access credentials secure and confidential, and ensure they are not shared between individuals;
• use best endeavours to prevent any unauthorised access to or use of the Services and promptly notify us if you become aware of any security breach, loss, theft, or unauthorised use of any password or account.

8.2. Prohibited use

You shall not, and shall ensure that your Authorised Users do not:

• use the Services for any unlawful, fraudulent, or malicious purpose, or in any way that breaches Applicable Laws;
• attempt to gain unauthorised access to any part of the Services, the Website, our systems, or any related networks or infrastructure;
• access or use the Services in a way intended to avoid or circumvent any usage limits, security controls, or access restrictions;
• transmit, upload, or introduce any viruses, malware, Trojan horses, spyware, or any other malicious or harmful code;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of any part of the Services, except to the extent expressly permitted by Applicable Law and then only after giving us prior written notice;
• remove, obscure, or alter any copyright, trademark, or other proprietary notices on or in the Services or Website;
• use the Services to store or transmit any content that is defamatory, discriminatory, offensive, obscene, or otherwise unlawful;
• use the Services to provide services to third parties as a service bureau, time-sharing, or similar arrangement, unless expressly agreed in writing by us.

8.3. Audit and enforcement

8.3.1. We reserve the right (but have no obligation) to monitor your and your Authorised Users' use of the Services to verify compliance with these Terms and Conditions.

8.3.2. If we reasonably suspect that you or any Authorised User are not complying with these Terms and Conditions, we may (without prejudice to any other rights or remedies):

• suspend or restrict your or any Authorised User's access to the Services (in whole or in part);
• require you to take specified steps to remedy the non-compliance; and/or
• terminate the Contract in accordance with clause 12.

9.1. All intellectual property rights in or arising out of or in connection with the Services, Website, software, underlying code, user interfaces, documentation, and any related materials (excluding Your Data) shall belong to us or our licensors. Except as expressly stated in these Terms and Conditions, we do not grant you any rights to or in such intellectual property.

9.2. We grant to you a non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free licence during the term of the Contract to permit you and your Authorised Users to access and use the Services solely for your internal business purposes and in accordance with these Terms and Conditions.

9.3. You retain all intellectual property rights in the data and information you or your Authorised Users input into the Services ("Your Data").

9.4. You grant to us a non-exclusive, worldwide, royalty-free licence to use, copy, store, transmit, display, host, and otherwise process Your Data solely to the extent necessary to provide the Services, to comply with our legal obligations, and to maintain and improve the Services (including through the creation of aggregated and anonymised data).

9.5. We may generate and use aggregated and/or anonymised data derived from Your Data and your use of the Services for statistical analysis, product improvement, and other legitimate business purposes, provided that such data does not identify you or any individual.

9.6. You warrant that:

• you have all necessary rights, permissions, licences, and consents to input and use Your Data in connection with the Services; and
• our use of Your Data in accordance with these Terms and Conditions will not infringe the rights (including intellectual property rights and privacy rights) of any third party or breach any Applicable Laws.

10.1. Both parties shall comply with all applicable Data Protection Legislation in relation to any Personal Data processed under or in connection with the Contract.

10.2. We will process Personal Data in accordance with our Privacy Policy, as amended from time to time and available on our Website. By using the Services, you acknowledge that you have read and understood our Privacy Policy.

10.3. You warrant that you have:

• all necessary consents, notices, and legal bases in place to enable the lawful collection, use, disclosure, and transfer of Personal Data to us (and to our subprocessors) for the purposes of the Contract; and
• provided appropriate information to data subjects explaining that their Personal Data will be processed by us as described in these Terms and Conditions and our Privacy Policy.

10.4. We will implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and accidental loss, destruction, or damage, having regard to the nature of the Personal Data and the risks involved.

10.5. You acknowledge and agree that we may use third-party service providers (including hosting, infrastructure, and support providers) to process Personal Data on our behalf. We will ensure that such third parties are bound by written contracts requiring them to provide appropriate safeguards for Personal Data and to act only on our documented instructions.

10.6. Further details of our respective roles and obligations under Data Protection Legislation may be set out in a separate data processing agreement, which shall form part of the Contract where applicable.

PLEASE READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO YOU.

11.1. Nothing in these Terms and Conditions shall limit or exclude our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation; or
• any matter in respect of which it would be unlawful for us to exclude or restrict liability.

11.2. Disclaimer of Warranties and Accuracy

11.2.1. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, TO THE FULLEST EXTENT PERMITTED BY LAW.

11.2.2. WITHOUT LIMITING THE GENERALITY OF CLAUSE 11.2.1, WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

11.2.3. WE DO NOT WARRANT OR REPRESENT THAT:

• THE INFORMATION, SCHEDULES, ROTAS, TIMESHEETS, PAYROLL DATA, CALCULATIONS, WORKING TIME ANALYSIS, OR ANY OTHER DATA OR OUTPUT PRODUCED BY OR THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE;
• THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERRORS, DEFECTS, BUGS, OR VIRUSES; OR
• THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS.

11.2.4. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY TO INDEPENDENTLY VERIFY ALL INFORMATION, DATA, AND OUTPUT PRODUCED BY THE SERVICES BEFORE RELYING UPON IT FOR ANY PURPOSE.

11.3. Exclusion of Liability

Subject to clause 11.1, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, arising under or in connection with the Contract or the Services, for:

• any loss of profits, revenue, sales, or business;
• loss of agreements or contracts;
• loss of anticipated savings;
• loss of or damage to goodwill, reputation, or opportunity;
• loss of or corruption of software, systems, data, or information (including Your Data);
• any inaccurate schedules, rotas, timesheets, payroll calculations, working time assessments, or other data or outputs produced by or through the Services;
• any losses, costs, or damages arising from your reliance on any information, output, or data generated by the Services;
• any losses caused by scheduling errors, miscalculations, incorrect data input, or failure to maintain independent records;
• any employment-related issues, disputes, investigations, or claims (including claims for unpaid wages, holiday pay, discrimination, unfair dismissal, or breach of working time regulations) arising from or in connection with your use of the Services;
• any breach of employment laws, tax laws, or regulatory requirements resulting from your use of or reliance on the Services; or
• any indirect, special, incidental, punitive, or consequential loss or damage of any kind, in each case whether or not such loss or damage was foreseeable or we have been advised of the possibility of such loss or damage.

11.4. Total Liability Cap

Subject always to clause 11.1, our total aggregate liability to you in respect of all claims, losses, costs, damages, and expenses arising under or in connection with the Contract, the Services, and any collateral contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in all circumstances be limited to the greater of:

• £100 (one hundred pounds sterling); or
• the total amount (if any) actually paid by you to us for the Services in the 12 months immediately preceding the event giving rise to the claim.

If you are using the Services free of charge, our total aggregate liability shall not exceed £100.

11.5. Your Responsibility

You acknowledge and agree that:

• you are solely responsible for verifying all schedules, rotas, timesheets, payroll calculations, and any other data and outputs produced by the Services;
• the Services are not a substitute for professional HR, legal, payroll, tax, or compliance advice;
• you must not rely solely on the Services to ensure compliance with employment laws, wage calculations, tax requirements, or working time regulations;
• you must maintain your own independent records and verification systems, including appropriate HR and payroll records;
• any decisions made, or actions taken, by you or on your behalf based on data, information, or outputs from the Services are made entirely at your own risk; and
• we are not responsible for any employment, HR, payroll, tax, regulatory, or operational disputes, claims, penalties, or issues arising from or in connection with your use of the Services.

11.6. Time Limit for Claims

We shall have no liability to you under or in connection with the Contract unless you provide us with written notice of the relevant claim, setting out in reasonable detail the nature of the claim and the amount claimed, within 30 days of the date on which:

• the event giving rise to the claim occurred; or
• you ought reasonably to have become aware of the facts giving rise to the claim,

whichever is earlier.

12.1. Either party may terminate the Contract at any time for convenience by providing written notice (including by email) to the other party. Termination shall take effect on receipt of such notice or on such later date as specified in the notice.

12.2. We may immediately suspend, restrict, or terminate your and/or any Authorised User's access to the Services (in whole or in part), and/or terminate the Contract with immediate effect, if:

• you commit a material breach of these Terms and Conditions (or any other agreement with us) and, where such breach is capable of remedy, fail to remedy it within 7 days of being notified;
• we reasonably suspect unauthorised, fraudulent, abusive, or unlawful use of the Services;
• we are required to do so by Applicable Law, a court, or a governmental, regulatory, or law enforcement authority; or
• we decide, in our sole discretion, to discontinue the Services or any part of them.

12.3. Upon termination of the Contract for any reason:

• your and your Authorised Users' right to access and use the Services will immediately cease;
• all licences granted to you under these Terms and Conditions shall immediately terminate; and
• you shall promptly cease all use of the Services.

12.4. Data retention and deletion:

• Following termination, we may retain Your Data for a reasonable period for backup, audit, or legal compliance purposes.
• We may permanently delete or anonymise Your Data at any time after termination, and shall have no obligation to retain it beyond any mandatory legal retention period.
• If you wish to retrieve Your Data, you must make a written request within 30 days of termination. We may, at our discretion, provide you with a copy of Your Data (in a reasonable format) and may charge a reasonable fee for doing so.

13.1. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract (other than payment obligations) if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to: acts of God, war, terrorism, civil unrest, industrial disputes, natural disasters, epidemics, pandemics, failure or interruption of telecommunications or internet services, or acts of government or regulatory authorities.

13.2. If a force majeure event continues for more than 30 consecutive days, either party may terminate the Contract by giving written notice to the other party.

14.1. Assignment

We may at any time assign, transfer, novate, charge, subcontract, or otherwise deal with any or all of our rights and obligations under the Contract. You may not assign, transfer, or otherwise deal with any of your rights or obligations under the Contract without our prior written consent.

14.2. Variation

We may amend, update, or vary these Terms and Conditions from time to time in accordance with clause 3.4. Any other variation of the Contract shall be ineffective unless agreed in writing and signed by or on behalf of both parties.

14.3. Severance

If any provision (or part-provision) of these Terms and Conditions is found by any court or competent authority to be invalid, illegal, or unenforceable, that provision or part-provision shall be deemed deleted, but such deletion shall not affect the validity and enforceability of the remaining provisions.

14.4. No Waiver

No failure or delay by us in exercising any right, power, or remedy under the Contract or by law shall constitute a waiver of that or any other right, power, or remedy, nor shall it prevent or restrict the further exercise of that or any other right, power, or remedy.

14.5. Third Party Rights

These Terms and Conditions are between you and us. Unless expressly stated otherwise, no person who is not a party to the Contract shall have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.

14.6. Entire Agreement

These Terms and Conditions, together with any documents expressly referred to in them, constitute the entire agreement between you and us and supersede all prior discussions, negotiations, understandings, or agreements relating to the subject matter. You acknowledge that you have not relied on any statement, promise, or representation not set out in these Terms and Conditions.

14.7. Notices

14.7.1. Any notice or other communication given under or in connection with the Contract shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or other next working day delivery service, or sent by email to the address notified by the relevant party.

14.7.2. Any notice shall be deemed to have been received:

• if delivered by hand, on signature of a delivery receipt;
• 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; and
• if sent by email, at the time of transmission, provided that no bounce-back or delivery failure message is received.

14.8. Governing Law and Jurisdiction

These Terms and Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or their subject matter or formation.