Please Read This Agreement Carefully
Before using any of our products, please read this agreement carefully. You may want to keep a copy for future reference. The terms explained in Clause 1 apply throughout this agreement.
By accepting (as defined below) any product, you enter into a binding contract with Sponsor (Centurion Management Systems Limited) under the terms of this agreement. Each product is accepted separately,
meaning that if you accept more than one product, this agreement is updated to include those as well.
When you accept a product, you confirm that you have the authority to act on behalf of your organisation and that the details provided during signup are accurate.
A: Ownership of Products
After acceptance and payment of any applicable fees, the client (your organisation) can access and use the product via our server. However, Sponsor retains full ownership of the software, data, and any intellectual
property rights related to the product.
B: Acceptance and Usage Rules
You can only use our products after accepting this agreement and paying the required fees.
By accepting, you agree to all terms, warranties, and limits of liability stated in this document.
These products are available only to clients in the UK. If you are outside the UK, you should not accept this agreement or use the product.
1. Definitions and Key Terms
This section explains important terms used in this agreement:
Account Data – Information you provide for account management, such as contact and billing details.
Acceptance – Agreeing to the terms by ticking a box, clicking a button, or using the product.
Agreement (EULA) – These terms of use, which may change over time.
Applicable Law – UK and EU data protection laws that apply to Sponsor.
Sponsor Technology – The technology, software, and processes used to provide our service.
Business Day – A working day in England (Monday to Friday, excluding public holidays).
Cancellation Period – A 21-day period after accepting the agreement, during which cancellation is possible.
Client – The organisation that registers and uses the service.
Client Data – Information submitted by the client, including employee data, but not account details.
Data Protection Legislation – UK laws on personal data and privacy, including GDPR.
Defect – A fault in the product that stops it from working as described.
Effective Date – The date when acceptance occurs for each product.
Fees – Any payments due from the client to Sponsor.
GDPR – The European General Data Protection Regulation (EU 2016/679).
Intellectual Property Rights – Legal ownership of inventions, patents, designs, trademarks, copyrights, and other protected materials.
Licence Term – The period during which the client is allowed to use the product.
Personal Data – Information that can identify an individual (as defined in GDPR).
Product(s) – Online services provided by Sponsor, including ‘Rota’ and ‘Sponsor HR’.
Pricing Plan – The current fee structure, which may change with prior notice.
Service(s) – Access to products via the website and any related services provided by Sponsor.
Trial Period – A free trial period (usually 14 days) for testing the product before payment is required.
User(s) – Employees, consultants, or contractors of the client who have login access to the service.
Website – The official Sponsor HR website.
1.1 The headings in this Agreement do not change its meaning.
1.2 "Person" includes individuals, companies, and organisations (whether legally separate or not), as well as their legal representatives, successors, or approved replacements. "Company" refers to any type of business entity, no matter
how or where it was created.
1.3 Unless stated otherwise:
Words in singular form also apply to the plural, and vice versa.
Words referring to one gender include all genders.
1.4 Any mention of a law or regulation also includes any related rules made under it. It also applies to any updates, changes, or replacements to that law or regulation.
1.5 References to "clauses" mean specific sections of this Agreement.
1.6 Words like "including", "for example", and "in particular" are used to give examples and do not limit the meaning of what comes before them.
2. Trial Period and Duration
2.1 If mentioned on the website, the Sponsor may offer free access to a Product for a Trial Period. No Fees will be charged during this time, but Fees still apply to any other Products not covered by the Trial Period.
2.2 After the Trial Period ends, Fees must be paid for continued use of the Product. The Client must provide payment details as explained in clause 9.3. If payment details are not provided, the Client's access to the Product will end as
described in clause 12 ("Termination Upon Expiration").
2.3 If the Client has provided card details or been approved for direct debit, access to the Product will continue as long as Fees are paid as agreed. Access will stop if this Agreement ends or expires.
3. Data Protection
If the Client enters or provides Personal Data that is stored or processed by the Sponsor's software, the Sponsor will handle this data according to Data Protection laws. Since the Products are online services, the Sponsor may sometimes
send important notifications to all Users about the operation of the Product(s) and Service(s).
4. Privacy & Data Processing
4.1 Sponsor’s data processing policy explains how Client Data is handled when using the service. This policy outlines what data is processed, how it is used, and how long it is stored. Sponsor may update this policy from time to time to
comply with data protection laws.
4.2 Both Sponsor and the Client must follow all applicable data protection laws. This clause adds to, rather than replaces, any legal obligations under data protection laws.
4.3 Under data protection laws:
Account Data (such as contact and billing information) is controlled by Sponsor.
Client Data (such as employee or user data processed through the service) is controlled by the Client, while Sponsor acts as a data processor.
4.4 Sponsor may process Account Data outside the European Economic Area (EEA) but must ensure that any transferred data is adequately protected according to data protection laws.
4.5 When processing Client Data, Sponsor must:
Only process Personal Data based on the Client’s written instructions, unless required by law. By agreeing to this contract, the Client gives Sponsor permission to process data as needed to provide the services.
Take appropriate security measures to protect data from unauthorised access, loss, or damage. This may include encryption, regular security assessments, and data recovery procedures.
Ensure that all employees handling Client Data keep it confidential.
Assist the Client (at the Client’s expense) in responding to data subject requests, security issues, and regulatory compliance matters.
Inform the Client immediately if there is a data breach.
Either return or securely delete Personal Data when the contract ends unless required by law to keep it.
Keep clear and accurate records to show compliance and allow audits if needed.
4.6 Sponsor will not transfer Client Data outside the EEA.
4.7 Sponsor may anonymise Client Data and combine it with other data sources for business improvements, including research, marketing, and analytics. Once anonymised, this data is no longer considered Personal Data and is not covered by
data protection laws.
4.8 The Client agrees that Sponsor can work with certain third-party service providers who may process Personal Data, including:
IT, hosting, and system administration providers based in the EEA.
Professional advisers such as lawyers, auditors, and banks in the UK.
Government authorities like HMRC, when legally required.
4.9 Sponsor confirms that it will have written agreements with these third-party providers, ensuring they meet the same data protection standards. Sponsor remains fully responsible for any mistakes these providers make in handling
Client Data.
4.10 Sponsor may update this data processing clause with at least 30 days’ notice, replacing it with legally required standard terms or certification scheme requirements.
5. Licence Grant & Restrictions
5.1 Sponsor gives the Client a personal, non-transferable, and non-exclusive licence to use its Products through the Service for business purposes. This licence is valid for the length of this agreement. Any rights not given to the
Client remain with Sponsor.
.2 The Client cannot use the Products or Service if they are a direct competitor of Sponsor unless they have written permission. They also cannot use the Service to monitor its performance, test its features, or compare it for
competitive purposes.
5.3 The Client and its Users must not:
Sell, share, or give access to the Products, Service, or Content to others.
Modify, copy, or create anything based on the Products or Service.
Create internet links or share the Content through other platforms.
Reverse-engineer or try to understand how the Service works.
Help others gain unauthorised access to the Service.
Use the Service to build a competing product or copy its features.
5.4 The Client must only use the Service for business purposes and must not:
Store or share illegal, harmful, or offensive content.
Store or share files containing viruses or harmful software.
Disrupt or interfere with the operation of the Service.
Try to gain unauthorised access to the Service or related systems.
6. Client Responsibilities
6.1 The Client is responsible for all activities done under their User accounts and must:
Follow all relevant laws, including those related to data privacy and online communications.
Meet all responsibilities outlined in this Agreement efficiently.
Ensure that Sponsor has taken appropriate security measures to protect personal data.
Maintain their own internet connection and fix any issues related to it.
Ensure that Users keep their passwords safe and update them when required.
Report any unauthorised access, security breaches, or misuse of accounts to Sponsor immediately.
Stop any unauthorised copying or distribution of Content as soon as they become aware of it.
Not impersonate other Users or provide false information to access the Service.
7. Account Information and Data
7.1 The Client owns all data they provide and is responsible for its accuracy, quality, and legality. Sponsor does not own this data.
7.2 The Client must ensure they have the right permissions to share any personal data with Sponsor and that this remains valid for the duration of the agreement.
7.3 The Client must ensure that third parties have been informed about and have consented to any data processing that may happen under this Agreement.
7.4 Sponsor will back up Client Data regularly. If data is lost, the Client's only solution is to request Sponsor to restore it from the last backup. Sponsor is not responsible for any data loss caused by third parties.
7.5 If the Client is a paying customer, Sponsor may display their name or logo on its website to show they are a client. The Client can request for this not to be done by informing Sponsor in writing.
7.6 The Client agrees to protect Sponsor against any legal claims, costs, or damages that arise due to:
A breach of data protection laws by the Client.
Complaints from individuals about how their data has been used.
Errors or inaccuracies in the Client Data.
8. Intellectual Property Ownership
8.1 The Sponsor (and its licensors, if applicable) fully owns all rights, titles, and interests in the Sponsor Technology, including any content, products, services, ideas, feedback, or suggestions provided by the Client or others. This
agreement does not sell or transfer any ownership rights to the Client. The names "Sponsor", the Sponsor logo, and product names related to the service are trademarks of Sponsor or third parties, and the Client does not have any rights
or permission to use them.
9. Fees and Renewals
9.1 Fees for all products and services are set according to the Pricing Plan, with clause 9.7 covering any exceptions.
9.2 If no trial period is offered for a product on the website, fees must be paid from the moment the Client accepts the agreement.
9.3 If a trial period is available and the Client wants to continue using the product after the trial ends, payment must be made from the first day after the trial.
9.4 Before any fees become due, the Client must:
Provide valid card details for payment, or
Arrange to pay by direct debit (if the Sponsor allows it).
If payment details are not provided, access to the product may be stopped immediately, as explained in clause 12 (Termination Upon Expiration).
9.5 Once card details or a direct debit mandate have been given, the Sponsor is allowed to charge all fees using that method. The Sponsor can also use the same payment details for any other products the Client subscribes to.
9.6 Fees are collected in advance on the first day of the chosen billing period, or the next working day. Payment will be taken:
From the Client’s card, or
By direct debit (if agreed).
Different products may have different billing dates.
9.7 All payments are non-refundable unless clearly stated otherwise in this agreement. The Client must pay for all ordered products for the full licence period. If the Client wants to change the number of users, they must update it on
the website. Any changes to fees will apply in the next billing period.
9.8 Any additional services or products not listed in the Pricing Plan will be charged separately based on a quoted price.
9.9 The Sponsor’s fees do not include taxes or duties. The Client is responsible for paying any applicable taxes, and these may be added to the fees.
9.10 Pricing details must remain confidential. The Client must not share them with any third party.
9.11 The Client must provide accurate billing and contact details and update them within 30 days if they change. If incorrect or fraudulent information is given, the Sponsor may cancel the Client’s access to the service and take further
legal action if necessary.
9.12 The Sponsor only provides services to businesses and organisations, with all billing done in British pounds (£).
9.13 If the Client believes there is an error in their bill, they must notify the Sponsor in writing within 60 days of the invoice date. The Sponsor will then review and determine if any adjustments or credits are needed.
10. Non-Payment and Suspension
10.1 If the Client fails to pay on time, the Sponsor has the right to suspend or stop access to a Product or all Services.
10.2 If a payment is not made within 7 days of the due date, or if a payment is declined, the Sponsor may stop access to the unpaid Product or all Services.
10.3 If access to any Product or all Services is suspended, the Sponsor may delete all Client settings and preferences.
10.4 The Sponsor can charge interest on overdue payments at a rate of 4% above the National Westminster Bank base rate, applied daily until full payment is made. The Client must pay this interest on request.
10.5 If the Client requests to restore access after being suspended, the Sponsor may charge a reconnection fee.
11. Termination Within Cancellation Period
11.1 The Sponsor can end the Agreement for a specific Product at any time before the Cancellation Period ends. If this happens, the Sponsor will refund any fees paid for that Product.
11.2 The Sponsor does not have to notify the Client before cancelling but may do so at its discretion.
12. Termination After Trial Period
If the Client does not provide valid payment details before the Trial Period ends, their access to the Product will automatically stop
13. Termination by Client Notice
13.1 The Client can cancel individual Products or all Services by using the cancellation options on the Website. If all Services are cancelled, the Agreement will end at the end of the current subscription period.
13.2 No refunds will be given for cancelled Products or Services. The Client acknowledges that cancelling will result in the deletion of their data. If they need a copy, they must download it before cancellation.
13.3 The Sponsor may also terminate the Agreement if it decides to stop offering a Product or Service permanently. In this case, the Client will receive a refund for any prepaid but unused Services.
14. Termination for Breach
14.1 The Sponsor can cancel this Agreement if the Client seriously breaks the terms and does not fix the issue within 30 days of being notified. Non-payment or unauthorised use of the Sponsor’s technology or Services is considered a
serious breach. If the breach only affects one Product, the Sponsor may only cancel that Product.
14.2 Either party can cancel the Agreement if the other party:
Decides to close down or is ordered to close by a court.
Has an administrator or receiver appointed to manage their assets.
Makes arrangements with creditors to avoid bankruptcy.
15. Effects of Termination
15.1 Once the Agreement is terminated, the Client’s account, password, and access to the affected Products or all Services will be revoked. Within 14 days, the Client must pay:
Any outstanding fees up to the termination date.
>Any other outstanding amounts under this Agreement (if the entire Agreement is terminated).
15.2 Any rights or obligations that existed before termination, including the right to claim damages, will not be affected.
16. Data Return and Deletion
16.1 The Client can access and download their data from the Website as long as:
Any outstanding fees have been paid.
Sponsor’s rights under Clause 10 are upheld.
16.2 If the Client decides to cancel a product or service, or if the contract is terminated for any reason, Sponsor will treat this as an instruction to delete the Client’s data securely. It is the Client’s responsibility to download
and save any data they want to keep before cancelling. If the Client does not want their data to be deleted, they should not cancel the contract. Sponsor is not responsible for any loss of data due to deletion.
16.3 If the law requires Sponsor to keep any documents or data instead of deleting them, Sponsor will make reasonable efforts to inform the Client in writing.
17. Assurances and Guarantees
17.1 Both Sponsor and the Client confirm that they have the legal authority to enter into this contract.
17.2 Sponsor guarantees that it will provide the service with reasonable skill and care. If there is an issue with the service, Sponsor will fix it within a reasonable time once the Client has informed them. The Client must provide all
necessary details to help Sponsor resolve the issue.
17.3 The Client confirms that they have provided accurate information and have not used false details to gain access to the products or services. The billing information must be correct.
18. Confidential Information
18.1 Sponsor will keep all Client data confidential. However, Client data may be shared with Sponsor’s employees, contractors, or authorised service providers who are legally required to keep it confidential.
18.2 Sponsor does not need to keep information confidential if:
The information is already public.
A law, court, or regulatory body requires it to be shared. In such cases, Sponsor will notify the Client as soon as possible.
18.3 This confidentiality obligation remains in place even after the contract ends.
19. Liability and Compensation
19.1 The Client agrees to protect Sponsor from any claims, losses, or legal costs that arise if:
Someone claims that the Client’s use of the service has harmed them or violated their rights.
The Client has broken any promises or warranties made in this contract.
The Client or their users have breached the contract.
If this happens, Sponsor will:
Inform the Client in writing.
Let the Client manage the legal process.
Provide all available information to help the Client defend the claim.
However, the Client must not settle a claim in a way that affects Sponsor without their agreement.
19.2 Sponsor agrees to compensate the Client if:
A court rules that the service has infringed someone else’s copyright or trademark.
Sponsor has broken its own warranties or misrepresented something important.
Sponsor has deliberately shared the Client’s data with unauthorised parties unless legally required to do so.
If this happens, the Client must:
Inform Sponsor in writing.
Allow Sponsor to manage the legal process.
Provide any necessary information to assist Sponsor in the defence.
Sponsor does not have to compensate the Client if the issue was caused by the Client’s own products, services, or systems. The Client must also use the service as intended in this contract for any claims to be valid.
20. Disclaimer of Warranties
20.1 Sponsor and its licensors do not guarantee:
That the information or data in the Products or Services is completely accurate, reliable, or error-free. The Products or Services may have errors, viruses, interruptions, or security issues.
That all defects in the Services will be fixed.
That the Products or Services will work with hardware, software, systems, or data that were not mentioned at the time of purchase.
20.2 The Products and Services are provided "as is", meaning they come without any guarantees. Unless stated in this Agreement, Sponsor does not promise that the Products or Services will meet a certain quality standard, work for a
specific purpose, or avoid breaking any third-party rights. These conditions are excluded as much as the law allows.
21. Internet Delays
The Products and Services rely on the internet, which can sometimes have delays, errors, or other issues. Sponsor is not responsible for any problems caused by internet delays, failed deliveries, or other online issues.
22. Force Majeure (Unexpected Events)
22.1 "Force majeure" refers to any event beyond Sponsor’s control that stops it from fulfilling its obligations. This includes, but is not limited to:
Strikes, lockdowns, natural disasters, pandemics, war, riots, fires, floods, power or internet failures, and breakdowns in equipment or supplier services.
22.2 If such an event occurs, Sponsor will not be considered in breach of the Agreement, as long as it makes reasonable efforts to inform the Client about the situation.
22.3 If the problem continues for more than two months, the Client has the right to end this Agreement by giving Sponsor 14 days’ written notice. The Agreement will then be cancelled, but any past
violations of the Agreement by the Client will still be valid.
23. Limitation of Liability
23.1 This Agreement does not limit or exclude either party’s responsibility for:
Death or personal injury caused by negligence.
Fraud or false representation.
23.2 Sponsor is not responsible for:
Any loss of profit or financial gain.
Loss of data.
Damage to business reputation.
Expected savings that were not achieved.
Indirect losses or extra costs.
Loss of time due to administration or management.
Losses caused by force majeure events (unavoidable disruptions).
Any other penalties or fines.
23.3 Except for cases mentioned in 23.1, Sponsor’s total liability in any given year cannot be more than the total fees paid by the Client that year. Also, Sponsor has no direct contract with individual Users. If Users
make claims against Sponsor, the Client must take responsibility and protect Sponsor from those claims.
23.4 Both parties agree that this limitation of liability is fair, given the nature of the services provided.
24. Notice (Communication of Important Information)
24.1 Sponsor will communicate with the Client via:
Email (sent to the email address on record).
Postal mail (sent to the address on record).
An email will be considered received 12 hours after being sent. A letter will be considered received 48 hours after posting.
24.2 The Client can send notices to Sponsor only through theadministration section of the website for:
Cancelling the Agreement (as explained in Clause 13).
Instructions on how to handle data (as explained in Clause 16).
24.3 Any other communication must be sent to Sponsor via a recognised overnight delivery service or first-class post to:
Unit 7, Foundry Court, Horsham, RH13 5PY, UK
25. Changes to This Agreement
25.1 When the Client accepts a new Product, the Agreement is automatically updated to cover that Product.
25.2 Sponsor has the right to change this Agreement or its policies at any time. Clients will be notified by email or a message on the website. The changes take effect 30 days after notification. If the Client continues using the
services after this period, it means they accept the changes. If they do not agree, they should contact Sponsor through the website’s administration section.
25.3 Clients cannot change this Agreement unless Sponsor approves it in writing.
26. Assignment and Change in Control
The Client cannot transfer this Agreement to another party without Sponsor’s written approval.
Sponsor can transfer this Agreement without needing Client approval, for example, to a parent company, a company buying its assets, or a company merging with it.
If a competitor of Sponsor gains 50% or more control over the Client’s company, Sponsor can immediately terminate the Agreement with written notice.
27. Other Terms
27.1 This Agreement follows the laws of England and Wales, and any disputes will be settled in English courts.
27.2 If any part of this Agreement is found to be invalid or unenforceable, the rest of the Agreement will still apply.
27.3 This Agreement does not create a partnership, employment, or agency relationship between the Client and Sponsor.
27.4 If Sponsor does not enforce a term in this Agreement, it does not mean they have given up their right to do so in the future.
27.5 This Agreement, along with Sponsor’s pricing and data policies, is the entire agreement between the Client and Sponsor. It replaces any previous discussions or agreements, whether spoken or written.
27.6 Neither party can be held responsible for fraudulent claims or concealment of information.
28. Third Parties
28.1 This Agreement only applies to Sponsor and the Client. It does not give any rights to third parties, meaning no one else can enforce its terms.