Terms and Conditions

Company details. Policy Shift Limited (company number 16572843) (we and us) is a company registered in England and Wales and our registered office is at 9-10 Plowright Place, Swaffham, Norfolk, England PE37 7LQ. Our main trading address is Windsor House, Cornwall Road, Harrogate, HG1 2PW. Our VAT number is 507534204. We operate the website www.policyshift.io.

The Services. The Services provide an automated workplace policy and compliance management platform, more specifically:

• automated workplace policies aligned to current legislation;
• real-time policy updates and version tracking;
• jurisdiction-specific and industry-relevant compliance content;
• audit-ready compliance reports;
• compliance dashboards for HR, legal, and leadership teams;
• employee communication and acknowledgement tools.

The Services support the management of your compliance obligations only. The Services do not constitute legal advice, and we do not guarantee regulatory outcomes as a result of your use of the Services.

You remain entirely responsible for the content of your policies and for how your policies are implemented, communicated, and enforced within your organisation.

We may enhance or modify the Services provided this does not materially reduce the overall functionality of the Services.

To contact us, email us at [email protected]. How to give us formal notice of any matter under the Contract is set out in clause 17.2.

Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

Language. These Terms and the Contract are made only in the English language.

Your copy. You should print off a copy of these Terms or save them to your computer for future reference.

Placing your order. Please follow the onscreen prompts to choose your subscription option (including your pricing, the features of the Services and User limits) which are displayed on the sign up page when you place your order and will be detailed within your online account. All subscription options include up to 100 employees within the User limits. Additional users can be purchased as detailed at https://policyshift.io/pricing.

You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.

Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 4.5.

Accepting your order. Our acceptance of your order takes place when we have successfully processed your payment and we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.

You may cancel the Contract if you notify us as set out in clause 5.2.

To cancel the Contract, you may go to the Stripe billing portal on our platform and take the relevant steps to cancel. We will email you to confirm we have received your cancellation. Notice must be received by us not less than 5 days before the expiry of your current billing period.

Alternatively, you can also email us at [email protected] or by post to Windsor House, Cornwall Road, Harrogate, HG1 2PW. If you are emailing us or writing to us, please include details of your order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day.

Cancellation will prevent your subscription from renewing at the end of its term but will not entitle you to a refund except as otherwise set out in these Terms.

Following any cancellation, access to your subscription will continue until the end of the current (paid) billing period unless the contract is suspended or terminated earlier.

Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.

Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

Service Availability. We:

• do not warrant that:
  • your use of the Services will be uninterrupted or error-free;
  • the Services and/or the information obtained by you through the Services will meet your requirements; or
  • your business will be fully legally compliant and/ or will meet all appliable compliance standards as a result of your access to and use of the Services; or
  • the Services will be free from vulnerabilities or viruses;
• are 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 you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

Where reasonably practicable we will use reasonable endeavours to notify you of any planned maintenance.

It is your responsibility to ensure that:

• the terms of your order are complete and accurate;
• you cooperate with us in all matters relating to the Services;
• you provide us with such information we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
• you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
• you comply with all applicable laws;
• you maintain the confidentiality of all login credentials at all times;
• your users act in compliance with these Terms;
• you notify us promptly of any unauthorised access or security incident relating to your account.

You are responsible for all activity carried out under your account.

Acceptable Use. You must not (and must not allow others to):

• interfere with or disrupt the platform or security features;
• introduce malware or harmful code;
• reverse engineer, decompile, scrape, or mine platform data;
• use the Services unlawfully, fraudulently, or misleadingly;
• infringe intellectual property or privacy rights.

We may suspend access to your account if we suspect misuse of it.

In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 8.

The Charges are the prices quoted on our site at the time you submit your order.

If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.

We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system.

We reserve the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date.

Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

Payment for the Services is in advance. We will take your first payment upon acceptance of your order and will take subsequent payments monthly or annually in advance, depending on whether you purchased a monthly or annual contract.

You can pay for the Services using a debit card or credit card via Stripe.

We will send you an electronic invoice within seven days of the beginning of the month following payment. For any failed or cancelled payments, a £20 administration fee will be levied and we reserve the right to suspend your account. If you make payment within 5 days of the payment due date, we will reconnect your subscription and the Service will be reconnected. If we do not receive your payment within such period, we reserve all legal rights and remedies.

We shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

If a problem arises or you are dissatisfied with the Services, we have a comprehensive complaints policy, please contact us at [email protected] to receive our policyshift.io/complaints.

As between you and us, all intellectual property rights in or arising out of or in connection with the Services (including the Policy Shift materials comprising of software, templates, policies, reports, dashboards, methodologies, and platform content provided by Policy Shift) will be owned by us.

We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use and copy the information provided to you under the Service for the purpose of receiving and using the Services for your internal business purposes. You may not sub-license, assign or otherwise transfer the rights granted in this clause 11.2.

You grant to us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to host any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you. All intellectual property rights in such materials remain yours.

We will use any personal information you provide to us to:

• provide the Services;
• process your payment for the Services; and
• inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

We will process your personal information in accordance with our https://policyshift.io/privacy, the terms of which are incorporated into this Contract.

We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.

Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; and
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

Subject to clause 13.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

• loss of profits;
• loss of sales or business;
• loss of agreements or contracts;
• loss of anticipated savings;
• loss of use or corruption of software, data or information;
• loss of or damage to goodwill; and
• any indirect or consequential loss.

Subject to clause 13.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract in the contract year in which the claim arose.

Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

This clause 13 will survive termination of the Contract.

We each undertake that we will not at any time during the Contract, and for a period of 3 years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.

We each may disclose the other's confidential information:

• to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

• you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
• you fail to pay any amount due under the Contract on the due date for payment;
• you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
• your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

Consequences of termination

Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

• we will contact you as soon as reasonably possible to notify you; and
• our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

Either of us may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel under this section we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

When we refer to "in writing" in these Terms, this includes email.

Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

A notice or other communication is deemed to have been received:

• if delivered personally, 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 working day after posting; or
• if sent by email, at 9.00 am the next working day after transmission.

In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

Assignment and transfer

• We may assign or transfer our rights and obligations under the Contract to another entity.
• You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.