End-User Licence Agreement

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

This end-user licence agreement (“EULA”) is a legal agreement between you (“you”) and Personnel Checks Limited (Company No 08101751) of One Cathedral Square, Cathedral Quarter, Blackburn, Lancashire, England, BB1 1FB (“us” or “we”) for:

·        Your access to, and use of, the computer software, the data supplied with the software, and any updates or supplements to it, accessed via our website at https://app.personnelchecks.co.uk (the “Portal”);

·        Your access to, and use of, any information, text, links, graphics, photos, audio, videos, or other materials or arrangements of materials uploaded, downloaded or appearing on the Portal (the “Content”); and

·        Your receipt of the services via the Portal, namely the carrying out of various background checks on you by us at your, or a third party’s, instruction following your provision to us of the consents necessary for us to carry out such checks as well as the necessary information about you (the “Services”).

We license use of the Portal and Content, and provide the Services, to you on the basis of this EULA. We do not sell the Portal to you. The Portal is owned by us and our licensors at all times.

BY TICKING THE BOX ACCEPTING THIS EULA WHEN REGISTERING FOR AN ACCOUNT, YOU AGREE TO THE TERMS OF THIS EULA AND OUR SUBJECT PRIVACY POLICY.

IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, WE WILL NOT LICENSE THE PORTAL, NOR PROVIDE THE SERVICES, TO YOU AND YOU MUST NOT USE OR ATTEMPT TO USE THE PORTAL OR RECEIVE OUR SERVICES VIA OR THROUGH THE PORTAL.

1.  The terms of this EULA

1.1 The terms of this EULA apply to the Portal, Content and Services, including any updates or supplements to them, unless such updates or supplements come with separate terms, in which case those terms apply.

1.2 We may change the terms of this EULA at any time by notifying you of the change when you next use the Portal. You will be required to read and accept them to continue your use of the Portal and Content, and to continue to receive the Services.

1.3 From time to time, we may update the Portal. You may not use the Portal or Content until you have accessed the latest version of the Portal and accepted any new terms which may accompany that latest version.

1.4 You are assumed to have obtained permission from the owners of the mobile telephone or electronic devices that are controlled, but not owned, by you and described in paragraph 4.2 below (“Devices”) to access the Portal on the Devices. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this EULA for the use of the Portal or Content on or in relation to any Device, whether or not it is owned by you.

1.5 By using the Portal or the Content and/or receiving the Services, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals.

1.6 In order to access and use the Portal and Content, and to receive the Services, you must register for an account as set out in paragraph 3 below.

2.   Your privacy

2.1 Under data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes, and your rights in relation to your personal data and how to exercise them. This information is provided in our Subject Privacy Policy, and it is important that you read that information.

2.2 Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Portal may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

2.3 The Portal may make use of location data sent from the Devices. If it does, you consent to our and our affiliates’ and licensees’ transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based services.

3. Your account

3.1 You must be 16 or over to register for an account.

3.2 You must register for an account in order to access and use the Portal and Content and to receive the Services.

3.3 Important – If you are required to make a payment through the Portal for your receipt of the Services, then such purchase shall also be subject to the Sale Terms set out in paragraph 14 below.

3.4 To register for an account, please follow the instructions when you access the Portal which will guide you through the account registration process. To register, you will need to supply us with your name, address, email address, a password and possibly some other personal information. See our Subject Privacy Policy for more details about this. By registering for an account, you warrant that you are at least 16 years of age.

3.5 If you already have an account, you may log in and change the details that we hold about you in your account.

3.6 You must register an account using a valid email address that you access regularly, so that we can send administration and information emails to you. If you register an account with another person’s email address or with a temporary email address, we may close your account without notifying you. We may also require you to verify your email address during the account registration process or at any time if we believe your account is registered with an invalid email address.

3.7 We reserve, at our absolute discretion, the right: (i) to reject registration of an account; (ii) to refuse your use of, or access to, the Portal or Content; and/or (iii) to refuse to provide the Services to you.

3.8 When you register for an account, you will be asked to create a password to access your account. You must keep the password confidential and immediately notify us if there is any unauthorised use of your email address or your account or any breach of security otherwise known to you. You acknowledge that any person to whom your password is disclosed is authorised to act as your agent for the purposes of using the Portal and Content and receiving the Services.

3.9 You are responsible for maintaining the confidentiality of your account and password and for restricting access to your Device and, to the extent permitted by applicable law, you agree to accept responsibility for all activities that occur under your account or password. You should inform us immediately if you believe that your password has become known to anyone else, or if the password is being, or is likely to be used, in an unauthorised manner.

3.10 We reserve the right: (i) to refuse you access to the Portal or the Content; (ii) to refuse to provide the Services to you; and/or (iii) to terminate your account, if your behaviour gives us justified reason to do so (including if you repeatedly breach our Portal Guidelines). For example, we may exercise this right if you are in breach of applicable laws, applicable contractual provisions, our guidelines, or our policies, which can all be accessed via the Portal.

4. The licence

In return for you agreeing to comply with the terms of this EULA, we grant you a non-transferable, non-exclusive licence to use the Portal and the Content on the Devices for their intended purpose, subject to the terms of this EULA and the Subject Privacy Policy, as updated from time to time. We reserve all other rights.

5. Licence restrictions

5.1 You agree that you will:

a) not rent, lease, sub-license, loan, provide, or otherwise make available the Portal or the Content in any form in whole or in part to any person without prior written consent from us;

b) not copy the Portal or the Content, except as part of the normal use of the Portal or Content;

c) not translate, merge, adapt, vary, alter or modify the whole or any part of the Portal or Content, nor permit the Portal or Content, or any part of them, to be combined with, or become incorporated in, any other programs, except as necessary to use the Portal or Content on the Devices, as permitted in these terms;

d) not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Portal or Content, nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Portal or Content to obtain the information necessary to create an independent program that can be operated with the Portal or Content or with another program (“Permitted Objective”), and provided that the information obtained by you during such activities:

5.1.d.1 is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective;

5.1.d.2  is not used to create any software that is substantially similar in its expression to the Portal or Content;

5.1.d.3  is kept secure; and

5.1.d.4  is used only for the Permitted Objective; and

e) comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Portal or Content.

6. Supply of Services

6.1 When we will provide the Services. We will supply the Services to you from the date that you submit to us, through the Portal, the information that we require to perform such Services.

6.2 We are not responsible for delays outside our control. If our performance of the Services is affected by an event outside our control, then we shall use reasonable endeavours to take steps take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event but if there is a risk of substantial delay, and you have purchased the Services from us, then you may receive a refund for any Services you have paid for but not yet received less any costs incurred by us in our performance of the Services.

6.3             What will happen if you do not provide required information to us. We need certain information from you so that we can provide the Services. We suspect that the vast majority of this information will be submitted by you to us through the Portal prior to our commencement of any Services. However, if any additional information is required by us, we will contact you to ask for this information. If you do not, within a reasonable time of us asking for it, provide us with this information, or you provide us with incomplete or incorrect information, we may be unable to perform the Services. We will not be responsible for any failure to provide the Services if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

7. Acceptable Use Restrictions

7.1 You must:

a) comply with our Portal Guidelines in your use of the Portal and Content, or in your receipt of the Services;

b) not use the Portal, Content or Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Portal or Content, or any operating system;

c) not infringe our intellectual property rights or those of any third party in relation to your use of the Portal or Content, or your receipt of the Services, including by the submission of any material (to the extent that such use is not licensed by these terms);

d) not transmit any material that is defamatory, untrue, misleading, offensive or otherwise objectionable in relation to your use of the Portal or Content, or your receipt of the Services;

e) not use the Portal or Content in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

f) not collect or harvest any information or data from or related to the Portal, Content, or Services or attempt to decipher any transmissions to or from our servers.

8. Uploading content or information to the Portal

8.1 Whenever you make use of a feature that allows you to upload information or content to the Portal, you must comply with the Portal Guidelines, as may be updated from time to time.

8.2 You warrant that any such contribution you make will comply with the Portal Guidelines, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of this warranty.

8.3 If you upload or share content that is in breach of these terms or the Portal Guidelines, we may remove or block that content. We will contact you and let you know whether you have any options to request that we review the content.

8.4 You retain all of your ownership rights in your content, but, in order to enable us to provide the Services, you shall grant us a limited licence to use, store and copy that content and to distribute and make it available to third parties, provided that we notify you of who these third parties are in advance via the Subject Privacy Policy or through the Portal.

9. We are not responsible for viruses and you must not introduce them

9.1 We do not guarantee that the Portal or the Content will be secure or free from bugs or viruses. However, we will issue updates to minimise any disruption causes by any such bugs or viruses.

9.2 You are responsible for configuring your information technology, operating systems, computer programmes and platform to access the Portal and the Content. You should use your own virus protection software.

9.3 You must not misuse the Portal or the Content by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Portal or the Content, the server on which the Portal or the Content is stored or any server, computer or database connected to the Portal or the Content. You must not attack the Portal or the Content via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Portal or Content, or your right to receive the Services, will cease immediately.

10. You may not transfer the Portal to someone else

We are giving you personally the right to use the Portal and Content, and to receive the Services, as set out in this EULA. Whilst you may have sharing rights, as set out above, you may not otherwise transfer such rights to someone else, whether for money, for anything else or for free.

11. Support for the Portal and how to tell us about problems

11.1 Support. If you want to learn more about the Portal, Content and Services, or have any problems using or receiving them, please take a look at the support resources available on the Portal or contact us through the Portal.

11.2 Contacting us (including with complaints). If you think the Portal, Content or Services are faulty or misdescribed, or you wish to contact us for any other reason, please do so via the functionality available through the Portal.

11.3  How we will communicate with you. If we have to contact you, we will do so by email, by SMS or by pre-paid post, using the contact details you provide to us via the Portal when you register for an account or otherwise contact us.

12. Intellectual property rights

12.1 You acknowledge that:

a) all intellectual property rights in the Portal, Content and Services throughout the world belong to us (or our licensors); and

b) rights in the Portal, Content and Services are licensed (not sold) to you.

12. You acknowledge that you have no right to have access to the Portal in source-code form.

13. Sales Terms

Important – please note. Your access to and use of the Portal and the Content are provided by us without any charge to you. However, from time to time, you may be required to purchase the Services from us. Where this is the case, the terms set out in this paragraph 14 shall, in addition to the other terms of this EULA, apply to your purchase and receipt of such Services.

13.1 Our acceptance of your purchase: We shall formally accept to provide you with the Services when we send you a confirmation email, and at which point a separate contract for our provision of the Services shall be formed between us and you. You acknowledge and agree that the terms of this EULA (where applicable) shall apply to our provision of any Services.

13.2 You can always end a contract before the Services have been supplied. You may contact us at any time to end our provision of the Services, but in some circumstances we may charge you certain sums for doing so, as described below.

13.3 What happens if you have good reason for ending a contract for the Services. If you are ending a contract for a reason set out in a) to e) below, we will stop providing the Services immediately and we will refund you in full for any Services which have not been provided or have not been properly provided. The relevant reasons are:

a) we have told you about an upcoming significant change to the Services, which if you had known about prior to the services may have resulted you to not purchase the services;

b) we have told you about an error in the price or description of the Services and you do not wish to proceed;

c) there is a risk the Services may be significantly delayed (such as double regular turn-around times or SLAs where applicable) because of events outside our control;

d) we suspend our provision of the Services for technical reasons, or notify you that we are going to suspend them for technical reasons, in each case for a period of more than [90 days]; or

e) you have a legal right to end our provision of the Services because of something we have done wrong.

13.4 What happens if you end a contract without a good reason. If you are not ending a contract for one of the reasons set out in paragraph 14.3 above, the contract will end immediately but we may charge you reasonable compensation for the net costs we will incur as a result of your ending the contract.

13.5 Summary of your rights under the Consumer Rights Act 2015 where you have purchased Services. You can ask us to repeat or fix a service if it is not carried out with reasonable care and skill or get some money back if we cannot fix it.

13.6 Where to find the price for the Services. Where you are required to purchase the Services, the price (which includes VAT where applicable)  will be the price displayed as part of the payment processing functionality within the Portal. We take all reasonable care to ensure that such prices are correct. However, please see paragraph 14.7 below for what happens if we discover an error in the price of the Services you purchase.

13.7 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of prices for the Services are displayed incorrectly on the Portal. We will normally check prices before accepting your purchase so that, where the correct price is less than our stated price at your order date, we will only charge the lower amount or shall refund you the difference. If the correct price is higher than the price paid by you, we will contact you for your instructions before proceeding with providing the Services. If we accept and process your purchase where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums that you have paid and not perform the Services.

13.8  When you must pay and how you must pay. You must pay the full price of the Services before we start providing them. Payment must be made using the functionality available through the Portal. If at any stage you wish to dispute any payment you have made to us through the Portal, you agree that you will contact us directly in the first instance and that you will not contact your bank or payment provider to dispute such payment until after we have failed to resolve any dispute with you directly.

14. Our right to suspend access to the Portal or Content or your receipt of Services

14.1 Reasons we may suspend the Services. We may have to suspend access to the Portal or Content or your receipt of Services to:

a) deal with technical problems or to make minor technical changes to the Portal or Content; or

b) update the Services or any consents provided by you to reflect changes in relevant laws and regulatory requirements.

15. Our responsibility for loss or damage suffered by you

15.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, and for fraud or fraudulent misrepresentation.

15.2  Limitations to the Portal, the Content and the Services. The Portal and the Services are provided for general information only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Portal, Content or Services. Although we make reasonable efforts to ensure the accuracy of the information provided by, through or as a result of, the Portal, Content and Services, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

15.3 Please back-up content and data used with the Portal. We recommend that you back up any content and data used in connection with the Portal, to protect yourself in case of problems with the Portal.

15.4 Check that the Portal, Content and Services are suitable for you. The Portal, Content and Services have not been developed to meet your individual requirements. Please check that they meet your requirements before accessing, using or receiving them.

15.5  Please note that we only provide our Portal for domestic and private use. You agree not to use our Portal for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

15.6 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen.

15.7 When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice or by having in place the minimum system requirements advised by us from time to time.

16.  We may end your rights to use the Portal and to receive the Services if you break these terms

16.1  We may end your rights to use the Portal and/or to receive the Services at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right, we will give you a reasonable opportunity to do so.

16.2  If we end your rights to use the Portal and/or to receive the Services, you must stop all activities authorised by these terms, including your use of the Portal.

17. We may transfer this agreement to someone else

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

18. You need our consent to transfer your rights to someone else

You may only transfer your rights or your obligations under these terms to another person if we agree in writing.

19. No rights for third parties

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

20. If a court finds part of this contract illegal, the rest will continue in force

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

21. Even if we delay in enforcing any of our rights, we can still enforce it later

Even if we delay in enforcing of our rights, we can still enforce them later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your non-compliance with these terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

22. Which laws apply to these terms and where you may bring legal proceedings

These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.