Terms & Conditions

1. Definitions

In this Agreement: 

1.1 the following terms shall have the following meanings unless the context otherwise requires:

Account: the account that we allocate to you, which sets out details of Cases, ongoing Case Activities, CA Data and Decisions;

Activity Type: a single, background screening, pre-employment, or compliance activity performed by us on your behalf, which may include the collection by us or a Third Party Information Provider of various personal documentation directly from a Subject (Data Collection Activity) as well as information requested from Third Party Information Providers who perform various background screening checks (Key Result Activity);

Agreement: these Terms and Conditions together with the New Account Onboarding Form and any document referred to in these Terms and Conditions or the New Account Onboarding Form;

API: the application programming interface which enables access to the Platform directly through your computer system;

API Credentials: the access credentials provided by us to you to enable your API to access the Platform;

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

CA Price: the amount paid or payable by you (or the Subject) to us for a particular Case Activity, as detailed to you through the price book available on the Platform, which may be updated from time to time;

Case: a compliance case file detailing the Processes carried out on a particular individual;

Case Activity: a single Activity Type carried out in respect of a particular Case;

Case Activity Data or CA Data: the report, certificate, or other outcome document generated following a particular Key Result Activity, or any data, information and documentation collected by us as part of a Data Collection Activity,  provided by us to you ;

Commencement Date: the date of our acceptance of the New Account Onboarding Form submitted by you in accordance with Clause 2.2;

Confidential Information: any information in any form or medium obtained by or on behalf of either Party from or on behalf of the other Party in relation to this Agreement, which is expressly marked as confidential or which a reasonable person would consider to be confidential, and which may concern the other Party’s business, plans, ideas, methodologies, specifications, data, financial condition or clients and whether any of the foregoing information is disclosed or obtained before, on or after the date of this Agreement, together with any reproductions of such information or any part of it;

Controller: has the meaning set out in the Data Protection Act 2018;

Customer, you or your: the recipient of Services under this Agreement, as set out in the New Account Onboarding Form;

Customer Administrator: the individual identified in the New Account Onboarding Form as having full capacity and authority to enter into this Agreement on your behalf;

Customer Data: the data inputted by you, the Users, or us on your behalf in providing the Services (which may include Personal Data), as well as information and other materials in any form relating to you and which may be accessed, generated, collected, stored or transmitted by us in the course of the performance of the Services;

Customer Materials: any Customer Systems, Customer Data, calculations, algorithms, methods, information and other materials created or supplied by you and made available to us for use in the performance of the Services;

Customer Systems: any computer program (in object code or source code form), program interfaces and any tools or object libraries embedded in the software supplied by you and made available to us for use in the performance of the Services;

Customer Users: those of your employees, agents and independent contractors, who are authorised by you to access the Platform, as further described in Clause 3.3 and as stipulated in the New Account Onboarding Form;

Data Protection Laws: in relation to any Personal Data which is processed in the performance of this Agreement, the Data Protection Act 2018 and the UK GDPR, in each case together with any national implementing laws, regulations, secondary legislation and any other applicable or equivalent data protection or privacy laws, as amended or updated from time to time, in the UK, and any successor legislation to such laws;

Data Subject: has the meaning set out in the Data Protection Act 2018;

Decision: a suitability decision made by you in relation to an individual and reflected by the options you select using the functionality available on the Platform; 

Event of Force Majeure: has the meaning given to it in Clause 14.1;

GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation);

Intellectual Property Rights: copyright and related rights, trade marks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

New Account Onboarding Form: the form we provide to you that contains specific details about the Services we are to provide under this Agreement;

Parties: us and you, and Party shall mean either us or you;

Personnel Checks, PC, we, us or our: Personnel Checks Limited, whose company number is 08101751 and whose registered office is at One Cathedral Square, Cathedral Quarter, Blackburn, Lancashire, England, BB1 1FB as well as any other holding company or subsidiary of Personnel Checks Limited that is involved in facilitating the Services to you under this Agreement;

Personal Data: has the meaning set out in the Data Protection Act 2018, and relates only to personal data, or any part of such personal data, of which you are the Controller and in relation to which we are the Processor and providing Services under this Agreement;

Personal Data Breach: has the meaning set out in the UK GDPR;

Process: a specific selection or combination of Activity Types, created by you using the functionality available through the Platform, to be carried out by us in respect of a Subject;

Process Request: a request submitted by you, or by a Subject and confirmed by you, using the functionality available through the Platform, for us to perform the Activity Types relevant to the particular Process requested;

Platform: the cloud-based website, SaaS platform, API or any other medium we make available, through which you are able to access your Account and submit CA Requests to us;

Processing: has the meaning set out in the Data Protection Act 2018 and Process shall be interpreted accordingly;

Processor: has the meaning set out in the Data Protection Act 2018;

Services: our provision to you of access to the Platform and the services that we provide to you, upon your request, in carrying out background screening checks, pre-employment checks, or compliance activities, as well as any additional services you may request from us and which we agree in writing to provide;

Special Categories of Personal Data: those categories of data listed in Article 9(1) GDPR;

Subject: the individual, who is to be the subject of, and who shall submit personal information to us in respect of, a Process that we are to perform;

Supervisory Authority: (a) an independent public authority which is established by a Member State pursuant to Article 51 GDPR; and (b) any similar regulatory authority responsible for the enforcement of Data Protection Laws;

Support Team: PC’s team members, whose contact details are available to view through the Platform, and who are able to assist you in your receipt of the Services under this Agreement;

Third-Party Information Provider: the UK Disclosure and Barring Service (DBS), the Driver and Vehicle Licensing Agency (DVLA) or any other third party (including Yoti Ltd (co.no 08998951)) from whom we receive information as a result of carrying out a Case Activity;

Third-Party Software: any other software program, cloud-based website or SaaS platform, which is owned by a third party and to which we provide you with access under this Agreement;

UK GDPR:  the GDPR as applied by Chapter 3 of Part 2 of the Data Protection Act 2018;

Users: Subjects and/or Customer Users; and

Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices;

1.2 reference to Clauses shall be to clauses of this Agreement

1.3 clause headings shall not affect the interpretation of this Agreement; 

1.4 in the event of a conflict between these Terms and Conditions and the New Account Onboarding Form, the New Account Onboarding Form shall prevail over these Terms and Conditions; 

1.5person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); 

1.6 unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; 

1.7 unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;  

1.8 a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; 

1.9 a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision; 

1.10 a reference to writing or written includes e-mail 

1.11 a reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006; and 

1.12 any words following the terms includingincludein particularfor example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding or following those terms and shall be deemed to be followed by the words without limitation unless the context requires otherwise. 

Top ↑

2. Agreement

2.1 The terms of this Agreement apply to the exclusion of any terms and conditions submitted, proposed or stipulated by you in whatever form and at whatever time. If you provide to us a purchase order for your receipt of Services, other than as set out in Clause 2.2, that purchase order (and any terms and conditions attached or referred to in it) shall be purely for your administrative purposes and shall not form part of this Agreement.

2.2 Our submission to you of the New Account Onboarding Form shall be deemed to be an offer by us to provide the Services to you on the basis of these Terms and Conditions, and either your written confirmation or an End User accessing the Platform after your receipt of the New Account Opening Form (whichever is earlier) shall be considered as your acceptance of such an offer and this Agreement shall be legally formed and the Parties shall be legally bound.

2.3 Save as expressly provided in this Agreement, this Agreement shall operate to the entire exclusion of any other agreement, understanding or arrangement of any kind between the Parties preceding the date of this Agreement and in any way relating to the subject matter of this Agreement and to the exclusion of any representations not expressly stated in this Agreement except for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. Each of the Parties acknowledges that it has not entered into this Agreement based on any representation that is not expressly incorporated into this Agreement. 

2.4 This Agreement constitutes the whole agreement and understanding of the Parties as to the subject matter of this Agreement and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to in this Agreement.

Top ↑

3. Platform access licence

3.1 We hereby grant to you a non-exclusive, non-transferable right to permit the Customer Users to access the Platform, from the Commencement Date for the term of this Agreement solely for your internal business operations. 

3.2 The Customer Administrator will be able to add individual user accounts for Customer Users to access the Platform by contacting the Support Team or by using the functionality available through the Platform. 

3.3 In relation to the Customer Users, you undertake that: 

3.3.1 each Customer User shall keep a secure password for use of the Platform, and that each Customer User shall keep his/her password confidential; 

3.3.2 only one Customer User may access the Platform using a Customer User account at any one time; 

3.3.3 you shall permit us to audit your use (and each Customer User’s use) of the Platform; 

3.3.4 if any audit referred to in Clause 3.4.3 reveals that any password has been provided to any individual who is not a Customer User, then without prejudice to our other rights (whether under this Agreement or at law), you shall promptly disable such passwords and we shall not be required to issue any new passwords to any such individual; and 

3.3.5 any act or omission of any Customer User shall be considered as if it was your act or omission; you must promptly notify us if you become aware of any suspected breaches of this Agreement by any Customer User. 

3.4  You shall not, and you shall ensure that all Customer Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of your use of the Platform that: 

3.4.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 

3.4.2 facilitates illegal activity; 

3.4.3 depicts sexually explicit images; 

3.4.4 promotes unlawful violence; 

3.4.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 

3.4.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; 

and we reserve the right, without liability (subject to Clause 13.2) and without prejudice to our other rights and remedies whether under this Agreement or at law, to disable your access to the Platform if you or any Customer User is in breach of this Clause 3.5. 

3.5 You shall not, and you shall ensure that all Customer Users shall not: 

3.5.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; 

3.5.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; 

3.5.3 access all or any part of the Platform in order to build a product or service which competes with the Platform and/or the Services; 

3.5.4 use the Platform and/or the Services to provide services to third parties;  

3.5.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or the Services available to any third party; or 

3.5.6 attempt to obtain, or assist third parties in obtaining, access to the Platform and/or the Services, except as expressly provided for by this Agreement. 

3.6 You will ensure that your use and each Customer User’s use of the Platform: 

3.6.1 does not infringe the privacy rights or Intellectual Property Rights of any third party; 

3.6.2 does not harm us or bring us or our name into disrepute; 

3.6.3 is not for the purposes of breaching or circumventing the security of any network or internet user; 

3.6.4 does not impose an unreasonable or disproportionately large load on our infrastructure or the Platform; 

3.6.5 does not interfere with another Customer User’s use of the Platform; and 

3.6.6 conforms in all respects will all applicable laws, rules, regulations, bye-laws and codes of practice (including disability discrimination, intellectual property, privacy and Data Protection Laws). 

3.7 You must not use any automated means to access the Platform or collect any information from it unless you have requested the option to access the Platform through an API on registration of your Account and we have consented to this request. 

3.8 If you access the Platform through an API, subject to your compliance with your obligations under this Agreement and more specifically Clause 3.10, you are hereby granted a non-transferable limited licence to: 

3.8.1 programmatically access the Platform from your website or your computer system using the API Credentials that we shall make available to you; and 

3.8.2 reproduce our trade marks, logos and any other Intellectual Property Rights embedded in the Platform or otherwise described in these Terms and Conditions;  

3.9 If you access the Platform through an API, you agree to: 

3.9.1 not edit, adapt, amend or otherwise alter the Platform; 

3.9.2 not share the API Credentials with any third-party; 

3.9.3 not present the Platform in a way that seeks to replicate or pass off your own website or computer system as a resource belonging to or endorsed by us; and 

3.9.4 include the “Powered by Personnel Checks” logo or some other equivalent stamp or watermark, that we will provide to you upon registration of your Account, on the same webpage or the relevant tool or function embedded in your computer system that enables access to the Platform. 

3.10 You shall prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, immediately notify us. 

3.11 The rights provided under this Clause 3 are granted to you only and shall not be considered granted to any subsidiary or holding company of you. 

3.12 We reserve the right, at any time, to carry out repairs, maintenance, amend or introduce new facilities and functions in respect of all or any part of the Platform. 

3.13 It is your responsibility to ensure that you provide us with the information required to enable us to properly make the Platform available, and to perform our obligations under this Agreement. We shall not be responsible or have any liability (subject to Clause 13.2) for any failure to make the Platform available to the extent caused by your failure to properly ensure the provision of the relevant information to us. 

3.14 We may, at our absolute discretion, from time to time either host the Platform on our own servers or use third party suppliers to do so in whole or in part. You acknowledge that we may from time to time without prior notice and without the need for prior agreement provide reasonable additional obligations or requirements on you or reasonably restrict your rights due to the requirements of a third-party supplier. 

3.15 Whilst we endeavour to ensure that information and materials on or provided through the Platform (including information about the Services) are correct, no warranty or representation, express or implied, is given that they are complete, accurate, up-to-date, fit for a particular purpose and, to the extent permitted by law and we shall not have any liability (subject to Clause 13.2) for any errors or omissions. 

3.16 Access to the Platform may be suspended or withdrawn from you or all Customer Users temporarily at any time without notice. We may also impose restrictions on the length and manner of usage of any part of the Platform or access for any reason. If we impose restrictions on you, you must not attempt to use the Platform under any other name or user. 

3.17 Except as expressly stipulated in this Agreement: 

3.17.1 we shall not, at any point or within a particular time, be responsible for providing or achieving any particular results or outcomes from your use of the Platform; and 

3.17.2 we exclude all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of the Platform. 

3.18 We do not warrant that your use of the Platform will be uninterrupted, timely, error-free or secure from unauthorised access, or that it will meet your individual requirements. Whilst we use our reasonable endeavours to make the Platform available, we shall not have any liability (subject to Clause 13.2) if for any reason the Platform is unavailable for any time or for any period. 

3.19 We maintain and support the Platform as part of our provision of the Services and at no additional cost to you. If you inform us of any fault or failure in the operation of the Platform, we will use our reasonable endeavours to respond to you and resolve and rectify the fault or failure as soon as reasonably practicable. 

Top ↑

 4. Case/process creation and process request process

4.1 This Agreement governs the overall relationship of the Parties in relation to the Services provided by us to you and sets out in this Clause 4 the procedure for you to create new Cases and Processes and submit Process Requests. 

4.2 You shall be entitled to create new Cases and new Processes using the functionality available through the Platform. You shall be able, when creating a Process, to configure the Process to allow for a Subject to submit a Process Request in relation to themselves. 

4.3 You shall be entitled to submit Process Requests as well as confirm your desire for us to accept Process Requests submitted by Subjects, using the functionality available through the Platform, by submitting the necessary information we require to process, and/or confirm your desire for us to carry out, the relevant Case Activities specific to such Process. You acknowledge and agree that we shall not be required to carry out any Process Request submitted by a Subject unless you have confirmed your desire for us to carry out such Process Requests using the functionality available through the Platform.

4.4 You warrant that, by submitting a Process Request to us, you have obtained the necessary consents, rights and permissions required to enable us to contact the relevant Subject and obtain from such Subject the necessary information we require to perform the relevant Case Activities. 

4.5 Following your submission and/or confirmation of a Process Request, we shall make the following information available to be viewed by you via the Platform: 

4.5.1 a description of the agreed Process to be performed by us; 

4.5.2 details of the Subject who shall go through the particular Process; and 

4.5.6 the status of each Case Activity being carried out by us under the particular Process.  

Top ↑

 5. Fees and payment

Payment in advance 

5.1 Unless the parties otherwise agree in writing, payment for our Services (or for a particular Case Activity) shall be made in advance of such Services being carried out by us and, save for where you have specified that the relevant Subject shall be responsible for such payment , we shall, subject to clause 5.2, contact you to request payment following your submission of a Process Request and we will not be required to carry out the relevant Services until you have paid the relevant CA Prices.

5.2 You are able to tailor your Account to include your preferred payment details which, if selected by you using the functionality available within the Platform, may be used as an automatic payment method to pay the CA Prices due for any Process Requests. If so selected by you, you authorise us to take payment from you using such preferred payment details without the need for further authorisation to be provided by you. In such circumstances where you have included your preferred payment details and you have selected that such details may be used as an automatic payment method, we shall, at or shortly after the end of each calendar month, provide you with a report of the CA Prices paid by you during that calendar month.

5.3 Payment of the CA Prices by you shall be non-refundable.

Payment by the Subject 

5.4 If you specify that the relevant Subject shall be responsible for payment of the CA Price(s) when creating the relevant Process in accordance with clause 4.2, then we shall attempt to collect payment from such Subject prior to the Subject’s submission of the Process Request and we will not be required to carry out the relevant Services until the Subject has paid the relevant CA Price(s).

5.5 Payment of the CA Prices by the Subject shall be non-refundable. 

Payment in arrears 

5.6 If the parties agree in writing that payment for any of our Services (or for a particular Case Activity) shall be made in arrears and, you do not specify that the relevant Subject shall be responsible for such payment when creating the relevant Process in accordance with clause 4.2, then the following provisions shall apply:

5.6.1 You shall be responsible for payment of each relevant CA Price once the Platform displays that you have submitted a Process Request.

5.6.2 We shall invoice you on a monthly basis for the Services performed by us in the previous calendar month. 

5.6.3 Payment shall be made by you within 30 (thirty) days of receipt of our invoice to the bank account nominated in writing by us.   

5.6.4 In the event that at any time two invoices which are due and payable under this Agreement are outstanding and have not been paid on their due date for payment, we shall not be obliged to accept any Process Requests under this Agreement until all outstanding invoices have been paid in full and/or we may refuse to extend any further credit terms to you and require that payment for any future Case Activities shall be paid in advance in accordance with Clause 5.1 and Clause 5.2. 

5.6.5 If you are late in paying any invoice due under this Agreement and such payment remains outstanding for 10 (ten) Business Days following us notifying you of such outstanding payment then, without prejudice to any other rights we have under this Agreement, we shall be entitled to:

(a) charge interest on the overdue amount at the rate of 4 (four) per cent per annum above the Bank of England's base rate from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly;

(b) recover our costs and expenses and charges (including legal and debt collection fees and costs) in collecting the late payment; and 

(c) suspend performance of this Agreement, and/or any Services until payment in full has been made. 

5.7 You may not at any time, set off any amount owing to us by you against any amount payable by us to you. 

Top ↑

6. Services

6.1 We shall perform the Services within a reasonable time or as otherwise agreed in writing between the Parties from time to time. For the avoidance of doubt, time is not of the essence in respect of our performance of the Services. 

6.2 We shall: 

6.2.1 use our reasonable skill and care in providing the Services; 

6.2.2 ensure that our employees, agents and subcontractors have the necessary skill to provide any Services; 

6.2.3 ensure that any Services will be provided in a professional, competent and workmanlike manner; 

6.2.4 have all necessary consents, rights and permission to enter into, and perform our obligations under, this Agreement; 

6.2.5 fully, frequently and promptly update you as to progress with use of the Services, including reporting on any concerns, issues, comments or queries that need to be addressed or resolved; and 

6.2.6 comply with all applicable laws, statutes, regulations and bye-laws in relation to the exercise of our rights and performance of our obligations under this Agreement. 

6.3 We do not warrant or represent that the Services will be free from errors and interruptions. 

6.4 We are not responsible for any people, equipment, deliverables or services that we are not expressly stipulated to provide in this Agreement. You are responsible for any people, equipment, deliverables and services that you need to obtain from someone other than us. Except for any matter in relation to which we specifically agree in writing to advise or do, we shall not be responsible, or have any liability (subject to Clause 13.2) for advising on, or failing to advise on, or doing, or failing to do, anything else. 

6.5 Subject to us performing the Services within any timeframe agreed as being necessary for the performance of the Services, we may select our own working times and location provided that the nature of particular Services does not require those particular Services to be undertaken during particular working times or at a particular location (in which situation you shall be entitled to request that we perform the Services at such working times and location as are reasonable in the circumstances). 

6.6 We shall use our reasonable endeavours to perform our obligations under this Agreement within any timescales set out in this Agreement. However, subject to Clause 13.2, we shall not have any liability for any delays or failures to accurately perform our obligations: 

6.6.1 if we have used those endeavours; 

6.6.2 if caused by any failure or delay on your part or on the part of your employees, agents or subcontractors, or by any breach by you of this Agreement or any other agreement; and/or 

6.6.3 if we experience an Event of Force Majeure. 

6.7 If we are delayed or hindered in providing any Services as a result of any breach, delay or failure by you to perform any of your obligations under this Agreement or of any other agreement between us and you, then we may charge you at our time and materials rates from time to time for: 

6.7.1 any time reasonably incurred as a result of the hindrance or breach (including any wasted time for which we had anticipated that our personnel would provide Services under this Agreement but become unable to provide the Services at that time as a result of your act or omission); and 

6.7.2 any time that we were going to spend in providing the Services, in addition to the time we actually do spend in providing the Services. 

6.8 We expressly exclude all liability (subject to Clause 13.2) for the content or accuracy of any CA Data or any other information that we receive or provide to you in providing the Services relating to a Subject which we have obtained from a Third Party Information Provider or been provided with by the applicable Subject and under no circumstance shall we be liable for any failure to verify the accuracy and completeness of any CA Data, or conducting any further investigations or controlling the time taken by any third party (including any Third Party Information Provider or the Subject) to provide us with the information necessary for us to provide the CA Data to you. 

6.9 Except for providing you with the CA Data in respect of each Case Activity we perform, or as specifically stipulated in this Agreement, we: 

6.9.1 shall not be responsible for providing or achieving any particular results or outcomes or within a particular time; and 

6.9.2 exclude all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of the Services. 

6.10 We have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we shall notify you in writing as soon as reasonably possible after we become aware of any such event.   

Top ↑

7. Your obligations

7.1 You shall: 

7.1.1 ensure that the instructions or directions that you provide to us in respect of the Services (and each Process Request) are complete and accurate; 

7.1.2 ensure that the Customer Materials do not and shall not infringe the Intellectual Property Rights of any third party; 

7.1.3 ensure that the Customer Materials do not contain any Viruses; 

7.1.4 ensure that your Computer Systems comply with the relevant specifications provided by us from time to time; 

7.1.5 ensure that your employees, agents and subcontractors fully co-operate with, and make themselves available at all reasonable times for discussion and meetings with, us and our employees, agents and subcontractors and to enable us to promptly perform our obligations under this Agreement; 

7.1.6 promptly provide to us such data, information and assistance that will enable us to carry out fully, accurately and promptly our obligations under this Agreement to the best of our ability; 

7.1.7 promptly comply with all of our reasonable requests in connection with this Agreement; and 

7.1.8 comply with all applicable laws, statutes, regulations and bye-laws in relation to the exercise of your rights and performance of your obligations under this Agreement. 

7.2 You warrant and undertake that at all times during the term of this Agreement you will ensure that: 

7.2.1 you will use our Services for your own internal business purposes and not for your own commercial gain; 

7.2.2 you will ensure that when any Process Requests are submitted where a relevant Case Activity is in relation to the Subject’s criminal history, they are submitted in accordance with the appropriate eligibility criteria stipulated by the DBS for the relevant position of employment and you shall pay any additional charges, or reimburse us for any additional charges we incur, as a result of your failure to comply with this obligation; 

7.2.3 you will store, handle, retain and dispose of the CA Result Data, where the relevant Case Activity is in relation to the Subject’s criminal history, strictly in accordance with the DBS’s explanatory Guide – “Handling of DBS certificate information”; 

7.2.4 you will comply with all other DBS’s codes, policy requirements and regulations as amended from time to time when submitting Process Requests,when handling CA Result Data and when making Decisions, when the relevant Case Activity is in relation to a Subject’s criminal history; and 

7.2.5 where you submit a Process Request you agree to comply with any additional terms a Third Party Information Provider requires us to impose on you from time to time. 

7.3 You are responsible for ensuring that you provide us with the information required to enable us to properly provide the Services (including performing each Case Activity). We shall not be responsible or, subject to Clause 13.2, have any liability for any failure to provide the Services to the extent caused by your failure to properly ensure the provision of the relevant information. 

7.4 It is your responsibility to ensure that the Services are sufficient and suitable for your purposes. 

7.5 It is your responsibility to ensure that any decision or implementation made by you and/or your employees, agents and other contractors as a result of any CA Result Data, including making any Decisions, is made in your best interests and you shall be responsible (and, subject to Clause 13.2, we shall not have any liability) for such decision and/or implementation and the consequences of any such decision and/or implementation.  

Top ↑

8. Commencement and term

8.1 This Agreement shall commence on the Commencement Date and shall continue until it is terminated in accordance with the termination provisions set out in Clause 9.

Top ↑

9. Termination and consequences of termination

9.1 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: 

9.1.1 the other Party is in material breach of any of its obligations under this Agreement, or any other agreement between the Parties, which is incapable of remedy; 

9.1.2 the other Party fails to remedy, where capable of remedy, any material breach of any of its obligations under this Agreement, or any other agreement between the Parties, after having been required in writing to do so within a period of no less than 10 (ten) Business Days; 

9.1.3 the other Party is in persistent breach of any of its obligations under this Agreement or any other agreement between the Parties; 

9.1.4 the other Party gives notice to any of its creditors that it has suspended is about to suspend payment or if such Party shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or an order is made or a resolution is passed for its winding-up or an administration order is made or an administrator is appointed to manage its affairs, business and property or a receiver and/or manager or administrative receiver is appointed in respect of all or any of its assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or administrator or which entitle the court to make a winding-up or bankruptcy order or it takes or suffers any similar or analogous action in consequence of debt in any jurisdiction; 

9.1.5 the other Party’s financial position deteriorates to such an extent that in the terminating Party’s reasonable opinion the other Party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy; or 

9.1.6 the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 

9.2 Without affecting any other right or remedy available to it, either Party may give [60] days’ prior written notice to terminate this Agreement with immediate effect upon the expiry of such written notice.  

9.3 On termination of this Agreement: 

9.3.1 we shall perform each outstanding Case Activity if we have already provided a CA Request Confirmation in respect of such Case Activity; 

9.3.2 any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination, shall not be affected; 

9.3.3 all licences granted under this Agreement shall immediately terminate and you must immediately cease, and ensure all of your Customer Users cease, to access or use the Platform; 

9.3.4 outstanding unpaid invoices rendered by us shall become immediately payable by you; 

9.3.5 any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect; and 

9.3.6 we may destroy or otherwise dispose of any of the Customer Data in our possession (including the Case information set out in your Account).  

Top ↑

10. Intellectual property rights

10.1 You acknowledge and agree that we, or our licensors, own all the Intellectual Property Rights in the Platform and any rights arising out of in connection with it. 

10.2 We acknowledge that you or your licensors own and shall retain all rights, title and interest in and to the Customer Data and the Customer Materials. We shall not have any rights to access, use or modify the Customer Data and/or the Customer Materials without your prior written consent, except to the extent necessary for you to receive the Services. 

10.3 We hereby irrevocably assign (and shall assign by way of future assignment) to you, with full title guarantee, absolutely and free from all encumbrances, all our rights, title and interest in any and all Intellectual Property Rights in or relating to any Customer Data or Customer Materials modified by or on behalf of us in our performance of the Services under this Agreement. 

10.4 In the event that your use of the Platform or your receipt of our Services infringe any third party’s Intellectual Property Rights, we shall be entitled to procure the right for you to: 

10.4.1 continue to receive the Services; 

10.4.2 replace or modify the Platform and/or the Services so that they become non-infringing; or 

10.4.3 if the remedies set out in Clause 10.4.1 and Clause 10.4.2 are not reasonably available, terminate this Agreement on no less than [five] Business Days' notice to you. 

10.5 You agree to indemnify us, keep us indemnified and defend us at your own expense, against all costs, claims, damages or expenses incurred by us or for which we may become liable, in the event that our use of the Customer Data or Customer Materials, or your use of the Platform in a manner not consistent with our instructions, infringe any third party’s Intellectual Property Rights.

Top ↑

11. Data protection

11.1 You are exclusively responsible for the legality, reliability, integrity, accuracy and quality of the Customer Data. 

11.2 The Parties acknowledge that, for the purposes of Data Protection Laws, you are the Controller and we are the Processor of any Personal Data. 

11.3 Details of the scope, nature and purpose of Processing by us, the duration of the Processing, the types of Personal Data that we are to Process, the categories of Data Subject and the sub-Processors that we have appointed are as set out in the Data Sharing Summary. 

11.4 Each Party confirms that it holds, and during the term of this Agreement will maintain, all registrations and notifications required in terms of the Data Protection Laws which are appropriate to the performance of its obligations under this Agreement. 

11.5 Each Party confirms that, in the performance of this Agreement, it will comply with the Data Protection Laws. 

11.6 We will: 

11.6.1 Process Personal Data only on documented instructions from you, unless required to do so by Data Protection Laws or any other applicable law to which we are subject; in such a case, we shall inform you of that legal requirement before Processing, unless that law prohibits us to so inform you; 

11.6.2 ensure that persons authorised to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; 

11.6.3 take all measures required pursuant to Article 32 of the GDPR in respect of security of Processing; 

11.6.4 notify you as soon as reasonably practicable before appointing any subcontractor in respect of Processing of Personal Data, and ensure that any such subcontractor complies with the provisions of this Clause 11 as if it was a Party; if you (acting reasonably) disagree with the appointment of the subcontractor for reasons relating to the Processing of Personal Data, you shall have the right to terminate this Agreement on no less than 30 (thirty) days’ written notice; for the avoidance of doubt, any appointment of subcontractors in the same corporate group or banner as an existing subcontractor (for example, a subsidiary in the UK, in a different country within the European Economic Area or otherwise any adequate jurisdictions for data processing purposes) shall not require further approval from you; 

11.6.5 taking into account the nature of the Processing, assist you by putting in place appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the Data Subject's rights laid down in Data Protection Laws, to the extent that such requests relate to this Agreement and our obligations under it; 

11.6.6 assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of Processing and the information available to us; 

11.6.7 at your option, delete (to the extent practicable), put beyond use, or return all the Personal Data to you after termination of this Agreement or otherwise on your request, and delete existing copies (to the extent practicable) unless applicable law requires our ongoing storage of the Personal Data; 

11.6.8 make available to you all information necessary to demonstrate our compliance with this Clause 11, and allow for and reasonably contribute to audits, including inspections, conducted by you or another auditor mandated by you; and 

11.6.9 inform you immediately if, in our opinion, an instruction from you infringes (or, if acted upon, might cause an infringement of) Data Protection Laws. 

11.7 Each Party will notify the other Party as soon as is reasonably practicable (any in event within 24 hours) if it becomes aware of a Personal Data Breach relating to either Party’s obligations under this Agreement. 

11.8 You shall undertake appropriate data protection impact assessments to ensure that Processing of Personal Data complies with Data Protection Laws. We will provide you with reasonable assistance, where necessary and upon your request, in carrying out any data protection impact assessment and undertaking any necessary prior consultation of the Supervisory Authority. 

11.9 It is your responsibility to ensure that Personal Data is dealt with in a way that is compliant with Article 5(1) of the GDPR. 

11.10 It is your responsibility to ensure that: 

11.10.1 you are able to justify the Processing of Personal Data in accordance with Article 6(1) of the GDPR (including, where applicable, obtaining any and all consents of Data Subjects required in order to commence the Processing), and that you have recorded or documented this in accordance with the record keeping requirements of the GDPR; 

11.10.2 where Personal Data falls within the Special Categories of Personal Data, Article 9(2) of the GDPR applies to that Personal Data before Processing takes place; 

11.10.3 where Article 9(2) of the GDPR does not apply to any Personal Data falling within the Special Categories of Personal Data, no such data will be sent to us; and 

11.10.4 you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this Agreement. 

11.11 You agree to indemnify us, keep us indemnified and defend us at your own expense, against all costs, claims, damages or expenses incurred by us or for which we may become liable, arising from or in connection with a breach by you of your obligations under this Clause 11. 

Top ↑

12. Confidentiality

12.1 Each Party shall keep the other Party’s Confidential Information confidential and shall not: 

12.1.1 use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement; or 

12.1.2 disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement. 

Each Party shall use adequate procedures and security measures (including any such measures required by our service providers) to protect the other Party’s Confidential Information from inadvertent disclosure or release to unauthorised persons. 

12.2 A Party may disclose the other Party’s Confidential Information to those employees, agents and sub-contractors who need to know such Confidential Information provided that: 

12.2.1 it informs such employees, agents and sub-contractors of the confidential nature of the Confidential Information before disclosure; and 

12.2.2 it does so subject to obligations equivalent to those set out in this Clause 12. 

12.3 A Party may disclose the Confidential Information of the other Party to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 12.3, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure. 

12.4 The obligations of confidentiality in this Agreement shall not extend to any matter which either Party can show: 

12.4.1 is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this Agreement; or 

12.4.2 was independently developed by it; or 

12.4.3 was independently disclosed to it by a third party entitled to disclose the same; or 

12.4.4  was in its written records prior to receipt. 

12.5 Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information other than those expressly stated in this Agreement or are granted to the other Party, or to be implied from this Agreement. 

12.6 On termination of this Agreement, each Party shall: 

12.6.1 return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party’s Confidential Information; and 

12.6.2 Erase, or otherwise put beyond use,  all the other Party’s Confidential Information from its computer systems (to the extent possible). 

Top ↑

13. Limitation of liability

13.1 This Clause 13 prevails over all of this Agreement and sets forth our entire liability, and your sole and exclusive remedies, in respect of: 

13.1.1 our performance, non-performance, purported performance, delay in performance or mis-performance of this Agreement or any goods, services or deliverables in connection with this Agreement; or 

13.1.2 otherwise in relation to this Agreement or entering into this Agreement. 

13.2 We do not exclude or limit our liability for: 

13.2.1 our fraud or fraudulent misrepresentation; 

13.2.2 death or personal injury caused by our negligence; or 

13.2.3 any other liability which cannot be excluded or limited by applicable law. 

13.3 Subject to Clause 13.2, we shall have not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any: 

13.3.1 loss of actual or anticipated profits; 

13.3.2 loss of revenue; 

13.3.3 loss of business; 

13.3.4 loss of contracts; 

13.3.5 loss of opportunity; 

13.3.6 loss of goodwill; 

13.3.7 loss of, damage to, or corruption of, data; or 

13.3.8 indirect or consequential losses, damages, costs or expenses, 

whether or not such losses were reasonably foreseeable or we or our agents or contractors had been advised of the possibility of such losses being incurred. 

13.4 Subject to Clause 13.2, our total aggregate liability arising out of or in connection with all claims in aggregate (including warranty claims and losses relating to the breach of warranty) shall be limited to 100 (one hundred) percent of all amounts paid and total other sums payable, in aggregate, by you to us under this Agreement (save for any fees payable by us to a Third Party Information Provider in order to carry out any Case Activities on your behalf) in the 6 (six) months prior to the date on which the claim first arose. 

13.5 The limitation of liability under Clause 13.4 has effect in relation both to any liability expressly provided for under this Agreement and to any liability arising by reason of the invalidity or unenforceability of any term of this Agreement.

Top ↑

14. Force majeure

14.1 Subject to Clause 13.2, neither Party shall have any liability for any breach, hindrance or delay in performance of its obligations under this Agreement which is caused by an Event of Force Majeure, regardless of whether the circumstances in question could have been foreseen.  An Event of Force Majeure means any cause outside of the Party's reasonable control, including act of God, actions or omissions of third parties (including hackers, suppliers, couriers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, national emergencies, terrorism, nuclear, chemical or biological contamination or sonic boom, piracy, arrests, restraints or detainments of any competent authority, blockade, strikes or combinations or lock-out of workmen, epidemic, pandemic, fire, explosion, storm, flood, drought, adverse weather conditions, earthquake, natural disaster, accident, collapse of building structures, failure of plant machinery or machinery or third party computers or third party hardware, software or vehicles, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure), shortage of or delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation.

14.2 Each of the Parties agrees to inform the other upon becoming aware of an Event of Force Majeure, such information to contain details of the circumstances giving rise to the Event of Force Majeure. 

14.3 The performance of each Party's obligations shall be suspended during the period that the circumstances persist and such Party shall be granted an extension of time for performance equal to the period of the delay. 

14.4 Each Party shall bear its own costs incurred by the Event of Force Majeure. 

14.5 If the performance of any obligations under this Agreement are delayed under Clause 14.1, each Party shall nevertheless accept performance as and when the other shall be able to perform.  

14.6 If the breach, hindrance or delay caused by an Event of Force Majeure continues without a break for more than [one month], either Party may terminate this Agreement immediately by notice to the other, in which event neither Party shall have any liability (subject to Clause 13.2) to the other Party by reason of such termination.  

14.7 If we have contracted to provide identical or similar services to more than one customer and we are prevented from fully meeting our obligations to you due to an Event of Force Majeure, we may decide at our absolute discretion which contracts we will perform and to what extent. 

Top ↑

15. Waiver

15.1 No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Top ↑

16. Variation

16.1 No variation of this Agreement shall be effective unless a varied version of this Agreement is made available by one party to the other party and the receiving party gives a clear indication to the requesting party of its intention to continue with this Agreement on the basis of the revised terms of this Agreement.

Top ↑

17. Rights and remedies

17.1 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

Top ↑

18. Severance

18.1 If any provision or part-provision of this is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 18 shall not affect the validity and enforceability of the rest of this Agreement. 

18.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 

Top ↑

19. No partnership or agency

19.1 Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Top ↑

20. Third party rights

20.1 This Agreement does not confer any rights on any person or party (other than the Parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Top ↑

21. Notices

21.1 Any notice given to either Party under or in connection with this Agreement shall be in writing, addressed to the relevant Party at its registered office or such other address as that Party may have specified to the other Party in writing, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery or commercial courier, or by email. 

21.2 A notice shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 21.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or if delivered by email, at the time of transmission, provided that a hard copy of such email is sent by first class post on the next Business Day.

21.3 The provisions of this Clause 21.1 and 21.2 shall not apply to the service of any proceedings or other documents in any legal action. 

Top ↑

22. Assignment

22.1 You may not assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with, this Agreement or any right, benefit or interest under it, nor transfer, novate or sub-contract any of your obligations under it, without our prior written consent.

Top ↑

23. Governing law and jurisdiction

23.1 This Agreement, and any dispute or claim arising out of or in connection with it or them or its or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England. 

23.2 Each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation. 

Top ↑