Terms & Conditions

1. Definitions

In these Terms and Conditions, the following definitions apply:

• "Globoforce UK" / "we" / "us" / "our" means Globoforce UK Limited, Company Number 06221304, registered in England and Wales, with its registered office at Squires House, 205a High Street, West Wickham, Kent, BR4 0PH.
• "Client" / "you" / "your" means the person or organisation that engages Globoforce UK to provide services under a written agreement.
• "Services" means the software development, freelance developer placement, technical consulting, web and application development, digital transformation, or project management services provided by Globoforce UK as specified in an applicable Statement of Work or engagement letter.
• "Statement of Work" or "SOW" means a written document agreed between Globoforce UK and the Client that sets out the specific scope, deliverables, timeline, and fees for a particular engagement.
• "Deliverables" means any work product, software, documentation, report, or other output produced by Globoforce UK under a Statement of Work.
• "Fees" means the charges payable by the Client for the Services as set out in the applicable Statement of Work or engagement letter.

2. Scope and Application

These Terms and Conditions govern all engagements between Globoforce UK Limited and its Clients unless expressly superseded by a separate written agreement signed by both parties. By instructing Globoforce UK to provide Services, the Client accepts these Terms and Conditions in their entirety.

Where a Statement of Work or project agreement is executed, these Terms and Conditions apply in addition to that document. In the event of any conflict between these Terms and Conditions and a signed Statement of Work, the Statement of Work shall take precedence in respect of the matters it specifically addresses.

3. Provision of Services

3.1 Globoforce UK shall provide the Services with reasonable skill, care, and diligence, and in accordance with the specifications agreed in the applicable Statement of Work.

3.2 We will use commercially reasonable efforts to meet any agreed timelines. However, delivery dates are estimates unless expressly stated as firm commitments in a Statement of Work. We shall not be liable for delays caused by factors outside our reasonable control, including delays in the Client providing required information, access, or approvals.

3.3 The Client shall cooperate with Globoforce UK as reasonably necessary for the provision of the Services, including providing timely access to relevant systems, personnel, and information.

3.4 Where Globoforce UK provides freelance developer placement services, we act as an introducer connecting the Client with freelance professionals. The freelance professional engaged through our placement service will be responsible for delivering the work agreed directly with the Client. Globoforce UK's role in such arrangements is limited to the identification and introduction of suitable candidates.

4. Fees and Payment

4.1 The Fees payable for each engagement are set out in the applicable Statement of Work or engagement letter. All Fees are exclusive of VAT, which will be added at the applicable rate.

4.2 Unless otherwise agreed in writing, invoices are payable within 30 days of the date of the invoice. Globoforce UK reserves the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate, as provided under the Late Payment of Commercial Debts (Interest) Act 1998.

4.3 For project engagements, Globoforce UK may invoice on a milestone basis as set out in the Statement of Work, or on a monthly basis for time-and-materials engagements.

4.4 All Fees are non-refundable except as expressly stated in these Terms and Conditions or in a Statement of Work.

5. Intellectual Property

5.1 Subject to full payment of all Fees, and unless otherwise agreed in a Statement of Work, ownership of Deliverables produced by Globoforce UK specifically for the Client under a bespoke development engagement will transfer to the Client upon completion and payment.

5.2 Globoforce UK retains ownership of all pre-existing intellectual property, tools, frameworks, methodologies, and know-how used in the delivery of Services. Where pre-existing intellectual property is incorporated into Deliverables, Globoforce UK grants the Client a non-exclusive, royalty-free licence to use that intellectual property as part of the Deliverables for the purposes agreed.

5.3 Globoforce UK may reference the general nature of an engagement for its own business development purposes, unless the Client has specifically requested confidentiality in writing.

6. Confidentiality

6.1 Each party agrees to keep confidential all information of a confidential nature received from the other party in connection with an engagement, and not to disclose such information to any third party without the prior written consent of the disclosing party, except as required by law or regulation.

6.2 This obligation of confidentiality shall survive the termination of the engagement for a period of three years.

7. Limitation of Liability

7.1 Globoforce UK's total liability to the Client in connection with any engagement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Client to Globoforce UK under the relevant Statement of Work during the twelve months preceding the claim.

7.2 Globoforce UK shall not be liable to the Client for any:

• loss of profits, revenue, or business;
• loss of anticipated savings;
• loss of data (other than as a direct result of our negligence);
• indirect or consequential losses;
• damage to reputation or goodwill.

7.3 Nothing in these Terms and Conditions shall limit or exclude either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

8. Cancellation and Termination

8.1 Either party may terminate an engagement by giving 30 days' written notice to the other party, unless a different notice period is specified in the applicable Statement of Work.

8.2 Either party may terminate an engagement with immediate effect by written notice if the other party commits a material breach of these Terms and Conditions or the applicable Statement of Work and, where the breach is capable of remedy, fails to remedy it within 14 days of receiving written notice to do so.

8.3 Upon termination, the Client shall pay Globoforce UK for all Services properly delivered up to the date of termination. Where Services are delivered on a fixed-price basis, a fair and proportionate amount shall be payable in respect of work completed to the termination date.

8.4 Where the Client is a consumer as defined under the Consumer Rights Act 2015, statutory rights in relation to cancellation shall apply in addition to these contractual terms.

9. Warranties and Representations

9.1 Globoforce UK warrants that the Services will be performed with reasonable skill and care in accordance with the applicable Statement of Work.

9.2 Globoforce UK does not warrant that any software or system will be completely free from defects or operate without interruption. Upon delivery of Deliverables, Globoforce UK will remedy material defects reported within a defined warranty period as specified in the Statement of Work.

9.3 The Client warrants that it has the right to provide Globoforce UK with access to all systems, data, and materials necessary for the provision of the Services, and that such access does not infringe the rights of any third party.

10. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms and Conditions to the extent that such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, pandemic, governmental action, industrial disputes (other than those involving the party's own employees), power failures, or failure of third-party infrastructure. The party affected shall notify the other promptly and take all reasonable steps to mitigate the effect of such events.

11. Data Protection

Where Globoforce UK processes personal data on behalf of the Client in the course of providing Services, the parties shall enter into a data processing agreement as required under UK GDPR. Both parties agree to comply with their respective obligations under UK data protection legislation.

12. Governing Law and Dispute Resolution

12.1 These Terms and Conditions and all engagements between Globoforce UK Limited and its Clients are governed by the laws of England and Wales.

12.2 Any dispute arising out of or in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales.

12.3 Before commencing formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. If the dispute cannot be resolved by negotiation within 30 days, either party may refer it to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, or to the courts as appropriate.

13. General

13.1 These Terms and Conditions constitute the entire agreement between Globoforce UK and the Client in relation to the subject matter, and supersede all previous agreements and representations, whether written or oral.

13.2 If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy.

13.4 These Terms and Conditions may be amended by Globoforce UK at any time, with the amended terms applying to new engagements entered into after the amendment date.

14. Contact

Any notices or communications under these Terms and Conditions should be addressed to Globoforce UK Limited at:

• Squires House, 205a High Street, West Wickham, Kent, BR4 0PH
• info@globoforceltd.co.uk