Terms of Service

Orbis HR is supplied by Orbis Digital Ltd, a company registered in England and Wales with company number 17116737, based in Newcastle upon Tyne (Orbis, we, us, our).

These terms (the Terms), together with any Order and Schedule 1, form the agreement between Orbis and the organisation that subscribes to Orbis HR (you, your, the Customer).

Orbis HR is for businesses and other organisations only. It is not offered to consumers. By accepting these Terms you confirm that you are acting for purposes relating to your trade, business, craft or profession, and that the person accepting has authority to bind the Customer.

You accept these Terms when you sign an Order, start a trial, or first use the Service on behalf of your organisation, whichever happens first.

If there is a conflict, the following order of precedence applies: (a) Schedule 1 (as regards personal data); (b) the Order; (c) the rest of these Terms.

In these Terms:

• Authorised User means an individual you allow to use the Service under your account, such as an employee, manager, administrator, adviser or contractor.
• Business Day means a day other than a Saturday, Sunday or public holiday in England.
• Customer Data means all data, documents and other content that you or your Authorised Users upload to or create in the Service, including Personal Data about your employees, workers, applicants and others.
• Data Protection Legislation means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other law relating to personal data that applies in the United Kingdom, as amended or replaced from time to time.
• Fees means the charges for the Service set out in the Order.
• Order means an order form, quote or online sign-up accepted by both parties that sets out your Plan, Fees and any agreed variations to these Terms.
• Organisation Owner means the Authorised User you nominate as the primary account holder for your organisation.
• Personal Data, Controller, Processor, Data Subject, Personal Data Breach and processing have the meanings given in the UK GDPR.
• Plan means the subscription package you choose, as described in clause 4.
• Service means the Orbis HR software-as-a-service platform, its mobile-friendly web interface, related documentation and any support we provide, as updated from time to time.
• Subscription Term means the period during which you are entitled to use the Service, as described in clause 18.
• UK GDPR has the meaning given in section 3(10) of the Data Protection Act 2018.

Headings do not affect interpretation. Words such as including and for example do not limit the words that come before them. A reference to a law includes that law as amended, extended or re-enacted. Writing includes email.

During the Subscription Term we grant you a non-exclusive, non-transferable right for your Authorised Users to use the Service for your internal business purposes, in line with these Terms and your Plan.

You must nominate an Organisation Owner. The Organisation Owner controls your account settings, decides who becomes an Authorised User and what roles and permissions they have, and is our main contact. You can change the Organisation Owner by telling us in writing or through the Service.

You are responsible for:

• the acts and omissions of your Authorised Users as if they were your own;
• giving access only to people who need it, and removing access promptly when someone leaves or no longer needs it;
• making sure each Authorised User has their own login and keeps their credentials secure and confidential; and
• setting roles and field-level permissions appropriately, especially for pay, health and case information.

Organisation Owners, administrators and any other Authorised Users with access to sensitive information or account-wide settings (privileged users) must turn on and use two-step verification where the Service offers it. We may require two-step verification for privileged users.

You must tell us without delay if you become aware of, or suspect, any unauthorised access to your account or any loss or disclosure of login details.

We currently offer the following Plans: Core, Growth and the HR + Shift bundle (Orbis HR with Orbis Shift). The features included in each Plan are described on our website or in your Order. Prices are as agreed in your Order or quote; published prices are currently to be confirmed.

We may offer a free trial. Unless your Order says otherwise, a trial lasts 7 days from the day your organisation is set up, is provided “as is” without any commitment as to availability or support, and ends automatically unless you choose a paid Plan. When a trial ends the Service becomes read-only, so you can still view Customer Data. Customer Data entered during a trial may be deleted 30 days after the trial ends if you do not subscribe.

You may upgrade your Plan at any time; the new Fees apply from the start of the next billing period unless we agree otherwise. Downgrades take effect from the start of the next billing period and may reduce the features or capacity available to you.

Any discount, introductory offer or complimentary access is given at our discretion, applies only for the period and on the conditions we state, and does not create an entitlement to the same arrangement in future. Unless stated otherwise, standard Fees apply when the discounted or complimentary period ends, and we will tell you before that happens.

You will pay the Fees set out in your Order. Unless the Order says otherwise, Fees are charged monthly in advance and are payable within 14 days of the invoice date, or by the payment method you have authorised.

Fees are stated and payable in pounds sterling.

If you do not pay an amount by its due date, we may charge interest and claim fixed-sum compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. Interest runs daily from the due date until payment at the statutory rate (currently 8% a year above the Bank of England base rate). We may also suspend the Service under clause 17.

If you dispute an invoice in good faith, you must tell us in writing before the due date with your reasons, and pay any undisputed part on time. We will both try to resolve the dispute promptly.

We may change our Fees by giving you at least 30 days’ written notice. The change takes effect from the start of the next billing period after the notice ends, or at the end of any fixed term agreed in your Order, if later. If you do not agree, you may end your subscription under clause 18 before the change takes effect.

Except where these Terms or the law say otherwise, Fees already paid are not refundable.

You must not, and must ensure your Authorised Users do not:

• use the Service in breach of any law, including employment, equality and data protection law, or to discriminate unlawfully against anyone;
• upload anything that is unlawful, defamatory, harassing or infringes anyone else’s rights, or that contains viruses or other harmful code;
• try to gain unauthorised access to the Service, other customers’ data or our systems, or test the security of the Service without our written permission;
• copy, modify, reverse engineer or create derivative works of the Service, except to the extent the law does not allow this restriction;
• resell, sub-license or provide the Service to third parties, or use it to build a competing product;
• overload the Service or use automated means to access it, other than through interfaces we provide for that purpose; or
• share login details between people or use another person’s account.

We may remove content or take other reasonable steps if we believe there is a breach of this clause. We will tell you what we have done and why, unless the law or a security risk prevents us.

You own the Customer Data. You grant us a licence to host, copy, process and display Customer Data only as needed to provide, secure and support the Service and as otherwise set out in these Terms.

Both parties will comply with the Data Protection Legislation. For Personal Data contained in Customer Data, you are the Controller and we are your Processor. Schedule 1 sets out the terms on which we process that Personal Data and forms part of these Terms.

You are responsible for having a lawful basis for collecting and using Customer Data, including any special category data (such as health information) and criminal offence data, for giving appropriate privacy information to your staff and applicants, and for the accuracy and legality of the Customer Data.

We act as a Controller for the limited personal data we collect to manage our relationship with you, such as the names and contact details of your Authorised Users for billing, support and service messages, and usage information to run and improve the Service. Our privacy notice explains how we handle that information.

We may create aggregated, anonymised statistics about use of the Service that do not identify you or any individual, and use them to operate and improve the Service.

We will put in place and maintain appropriate technical and organisational measures to protect Customer Data against unauthorised or unlawful processing and against accidental loss, destruction or damage. These include separation of each customer’s data, role-based access controls, encryption in transit, encryption of sensitive fields such as bank details, and audit logging of important actions.

We take regular backups of Customer Data. Backups are kept for a limited period and then overwritten on a rolling cycle. Backups are for disaster recovery; they are not a way for you to restore individual records on request, though we will help where we reasonably can.

No system is completely secure. You are responsible for the security of your own devices, networks and credentials, and for the permissions you give your Authorised Users.

We will use reasonable endeavours to make the Service available at all times, except for planned maintenance and events outside our reasonable control. We will try to carry out planned maintenance outside normal UK business hours and to give you reasonable notice of maintenance that is likely to cause significant disruption.

We do not offer a specific service level, uptime commitment or service credits unless they are agreed in writing in your Order.

We provide support by email during normal UK business hours on Business Days. We will use reasonable endeavours to respond promptly, and to prioritise issues that stop you using the Service. You can reach support at:

The Service may connect to Orbis Shift and to third-party services you choose to use, such as email, calendar, document signing or payroll providers. Where you turn on an integration, you instruct us to exchange the relevant Customer Data with that service. Your use of Orbis Shift is governed by its own terms, and your use of any third-party service is governed by that provider’s terms. We are not responsible for third-party services or for their availability, accuracy or security.

Orbis HR produces payroll exports and change reports. It does not run payroll. Calculations of pay, tax, National Insurance, pensions, statutory payments and deductions remain the responsibility of you and your payroll provider. You should check exports before relying on them.

Orbis HR is a software tool. We do not give legal, HR, tax or immigration advice, and any templates, prompts, checklists or guidance in the Service are general information only. You remain responsible for complying with employment law and other laws that apply to you, for carrying out right-to-work checks correctly, and for every decision you make about recruitment, employment, discipline, pay and dismissal. Take professional advice where you need it.

If we introduce features that use artificial intelligence to draft or summarise text, such as a summary of check-in notes or a first draft of a letter, AI output may be inaccurate or incomplete. It is a draft only: a person must review it before it is used, and AI features do not make hiring, disciplinary or other employment decisions. You are responsible for any output you choose to use.

We and our licensors own all intellectual property rights in the Service, including its software, design, documentation and the Orbis HR name and logos. Apart from the right to use the Service in clause 3.1, these Terms do not transfer any of those rights to you.

You own all intellectual property rights in the Customer Data. You confirm that you have the rights needed to upload it and to allow us to process it under these Terms.

If you or your Authorised Users give us suggestions or feedback about the Service, we may use them freely to improve our products without any obligation to you. We will not identify you publicly as the source without your permission.

Each party will keep the other’s confidential information confidential, use it only to perform or receive the benefit of these Terms, and disclose it only to its employees, contractors and professional advisers who need to know it and are bound by similar duties of confidence.

This clause does not apply to information that is or becomes public other than through a breach of these Terms, was already lawfully known to the recipient, is independently developed, or must be disclosed by law, by a court or by a regulator (in which case the recipient will, where lawful, give the other party as much notice as reasonably possible).

This clause continues to apply for five years after these Terms end, and indefinitely for Customer Data.

We will provide the Service with reasonable skill and care, and the Service will perform materially in line with its documentation. If it does not, your remedy is for us to use reasonable endeavours to correct the problem within a reasonable time or, if we cannot, for either party to end the affected subscription and for us to refund any Fees paid in advance for the period after termination.

Except as expressly set out in these Terms, the Service is provided without any other warranties, conditions or terms, whether implied by statute, common law or otherwise, to the fullest extent the law allows. We do not promise that the Service will be uninterrupted or error-free, or that it will meet all of your requirements or make you compliant with any law.

Each party confirms that it has full power and authority to enter into these Terms. You confirm that your use of the Service and the Customer Data will comply with the law.

Nothing in these Terms limits or excludes either party’s liability for:

• death or personal injury caused by its negligence;
• fraud or fraudulent misrepresentation;
• your obligation to pay Fees properly due; or
• any other liability that cannot be limited or excluded by law.

Subject to clause 15.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

• loss of profits, revenue, business, contracts or anticipated savings;
• loss of goodwill or damage to reputation;
• wasted management or staff time; or
• indirect or consequential loss,

in each case arising under or in connection with these Terms.

Subject to clause 15.1, each party’s total liability arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total Fees paid and payable by you in the 12 months before the event giving rise to the claim (or, if the claim arises in the first 12 months, the Fees payable for the first 12 months).

If Customer Data is lost or corrupted because of our breach, our first obligation is to use reasonable endeavours to restore it from our most recent backup. Our liability for that loss is otherwise subject to clauses 15.2 and 15.3.

The limits in this clause reflect the Fees and the nature of the Service. Each party has had the opportunity to take legal advice on them and agrees they are reasonable.

You will indemnify us against all losses, damages, costs (including reasonable legal fees), fines and expenses we incur as a result of any claim by a third party or regulator arising from Customer Data that you did not have the right to provide, or from your or your Authorised Users’ unlawful use of the Service or breach of clause 6.

We will tell you promptly about any such claim, give you reasonable control of its defence and settlement, and give you reasonable help at your cost. We will not settle the claim without your agreement, which you will not unreasonably withhold.

We may suspend all or part of your access to the Service if:

• any undisputed Fees are more than 14 days overdue and remain unpaid 7 days after we send you a reminder;
• we reasonably believe there is a security risk to the Service, to Customer Data or to other customers, such as compromised credentials or an attack originating from your account; or
• you or your Authorised Users are in material breach of these Terms, including clause 6, or we are required to suspend by law.

Where reasonable, we will give you notice before suspending and a chance to put things right. In an emergency we may suspend first and tell you as soon as possible afterwards. We will limit any suspension to what is reasonably needed and restore access promptly once the reason is resolved.

Unless your Order sets a fixed term, your subscription runs on a monthly rolling basis from the date it starts until either party ends it by giving at least 30 days’ written notice. Where your Order sets a fixed term, the subscription continues for that term and then renews on a monthly rolling basis unless the Order says otherwise.

Either party may end these Terms immediately by written notice if the other party:

• commits a material breach that cannot be remedied, or that is not remedied within 30 days of written notice describing the breach; or
• becomes insolvent, enters administration, liquidation or a voluntary arrangement with creditors, has a receiver appointed, stops or threatens to stop trading, or suffers anything similar in any jurisdiction.

We may end these Terms by written notice if Fees remain unpaid 30 days after their due date and after we have sent you a reminder.

When these Terms end, your right to use the Service ends, and any unpaid Fees become due immediately.

For 30 days after the end date (the export period) we will keep your Customer Data and allow the Organisation Owner to export it using the export tools in the Service, or provide an export in a commonly used format on request. Data export is not charged extra.

After the export period we will delete Customer Data from the live Service. Copies held in backups will be deleted as the backups are overwritten on their normal rolling cycle, and will remain protected by these Terms until then. We may keep Customer Data for longer only where the law requires us to, or where it is subject to a legal hold, a dispute or a regulatory request, and only for as long as necessary.

Clauses that by their nature are meant to continue after termination, including clauses 5, 7, 11, 13, 15, 16, 19, 28 and Schedule 1, will continue to apply.

We continually develop Orbis HR and may add, change or remove features. We will not make a change that materially reduces the core functionality of your Plan during your current billing period, except where needed for security, legal or regulatory reasons, and we will give you reasonable notice of any significant change.

We may update these Terms by giving you at least 30 days’ written notice, unless the change is needed sooner for legal, regulatory or security reasons. The updated Terms apply from the date stated in the notice. If you do not agree, you may end your subscription by notice before that date and the previous Terms will apply until the end of your notice period.

Neither party is liable for any delay or failure to perform its obligations (other than payment) caused by events beyond its reasonable control, such as natural disasters, pandemic, war, terrorism, civil unrest, government action, fire, flood, failure of public networks or utilities, or failure of a hosting or infrastructure provider not caused by the affected party. The affected party will tell the other party promptly and take reasonable steps to limit the effects.

If such an event prevents performance for more than 60 days, either party may end these Terms by written notice.

You may not assign or transfer your rights or obligations under these Terms without our written consent, which we will not unreasonably withhold.

We may assign or transfer these Terms to a company in our group or to a buyer of all or part of our business, provided your rights are not reduced, and we will tell you if we do. We may use subcontractors to help provide the Service; we remain responsible for their performance, and Schedule 1 applies to any that process Personal Data.

Notices under these Terms must be in writing. We will send notices to the email address of the Organisation Owner, or to the billing contact in your Order. You may send notices to us by email to our support address below, or by post to our registered office (as shown on the register at Companies House). Notices of breach or termination sent by email are also effective if sent to those addresses.

An email notice is treated as received at 9am on the next Business Day after it is sent, unless the sender receives a delivery failure message. A posted notice is treated as received on the second Business Day after posting.

These Terms, the Order and Schedule 1 are the entire agreement between us about the Service and replace any earlier agreements, discussions or understandings about it. Each party confirms it has not relied on any statement or promise that is not set out in them. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

Any terms you put forward, for example in a purchase order, do not apply. Variations to these Terms are only effective if made in writing in accordance with clause 20 or signed by both parties.

If any part of these Terms is found to be invalid, illegal or unenforceable, it will be treated as modified to the minimum extent needed to make it valid, or if that is not possible, deleted. The rest of these Terms will not be affected.

A failure or delay by either party in exercising a right or remedy does not waive that right or remedy, and a single or partial exercise does not prevent its further exercise.

No one other than you and us has any right to enforce any of these Terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, are governed by the law of England and Wales.

The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim. Before starting proceedings, each party will first try in good faith to resolve the dispute through discussion between senior representatives, except where urgent relief is needed.