Terms and Conditions for the Supply of Services


1. DEFINITIONS AND INTERPRETATION 

1.1.

The definitions and rules of interpretation in this clause shall apply in these Conditions. Defined terms set out elsewhere in the CSA shall also apply and where applicable these definitions shall apply in the CSA generally.  Any other words in bold typeface and in inverted commas in these Conditions shall also constitute defined terms for the purpose of these Conditions. 

 

 

Authorised User: means an employee or agent of the Customer who is the person or one of the people within the Customer’s organisation registered with the Company (as required by the Company) for access to data from the Company via the Online Account.  Personnel Checks will only be able to exchange information with the named Authorised Users; 

Commencement Date: means the date of commencement of the CSA, being the date upon which the Company signs and returns the New Account Onboarding Form thereby issuing the CSA; 

Company: means Personnel Checks Ltd; 

Conditions: means these Terms and Conditions for the Supply of Services; 

Confidential Information: means any information disclosed by one party (the disclosing party) to another (the receiving party) if the disclosing party has notified the receiving party that the information is confidential, or the information could reasonably be supposed to be confidential; 

CSA: means the contract between the Company and the Customer for the supply of Services, incorporating these Conditions, as described in the Core Provisions in the New Account Onboarding Form; 

Charges: means any charges payable as set out on the New Account Onboarding Form; 

Customer: means any person, firm, company or other organisation named as such on the New Account Onboarding Form; 

Data Controller: has the meaning given in the Data Protection Legislation; 

Data Processor: has the meaning given in the Data Protection Legislation; 

Data Protection Legislation: means the Data Protection Act 2018 and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner from time to time; 

Fees: means any fees payable to the Company as specified in the Charges; 

Intellectual Property Rights: means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, database right, topography rights, moral 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 for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world; 

New Authorised User Form: means the document which Authorised Users must sign in order to be recognised as an Authorised User; 

New Account Onboarding Form: means the document which the Customer must sign to complete and therefore initiate the CSA; 

Online Account: means the Company’s System, which is accessed by the Customer using the username and password provided by the Company; 

Personal Data: has the meaning given in the Data Protection Legislation; 

Sensitive Data: means special categories of personal information and information on criminal convictions as set out in the Data Protection Legislation; 

Services: means those services set out in the New Account Onboarding Form, which correspond to the appropriate Service Schedule; 

Services Schedule: means the Services Schedule(s) of this CSA;  

System: means the Company’s IT systems and the Website  

Third Party Provider: means the third party provider of part of the System; 

Website: means the Company’s website at www.personnelchecks.co.uk; 

Working Day: means a day other than Saturday, Sunday and any bank or public holiday; 

Working Hours: means between 08.30 and 17.30 on a Working Day. 

 

1.2. Any reference to "parties" means the parties to the CSA and "party" shall be construed accordingly.  
1.3. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 
1.4. Words in the singular include the plural and in the plural include the singular. 
1.5. Clause headings do not affect the interpretation of these Conditions. 

 

2. APPLICATION OF TERMS 

2.1. The Customer acknowledges and agrees that the Company may commence performance of the Services on the Commencement Date and that the CSA shall subsist until terminated under the terms of the CSA. 
2.2. Unless otherwise agreed in writing by the Company and subject to any variation in writing, the CSA shall be on the terms of the CSA including these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply). 
2.3. These Conditions apply to the supply of all services by the Company and any variation to these Conditions or the CSA and any variation to or representations about any Services shall have no effect unless expressly agreed in writing by the Company. 
2.4. Any cancellation of The CSA may be subject to the payment to the Company of any costs, charges and expenses incurred by the Company in connection with the CSA. 
2.5. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the CSA and that the CSA reflects the whole of the agreement between the Parties. 
2.6. All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Website, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them and they shall not form part of the CSA. 

 

3. SERVICES

3.1. Subject to the Customer complying with any obligations (and in relation to elements of the Service where Charges apply the payment of those Charges) set out in the CSA, the Company hereby agrees to provide the Services to the Customer in accordance with this CSA. 
3.2. The Company warrants (subject to the other provisions of the CSA) that the Services shall be provided: 
  3.2.1. with reasonable skill and care; and 
3.2.2. in accordance with these Conditions. 
3.3. Subject to the provisions of clause 3, the Company shall use its reasonable endeavours to meet any specified performance dates and times, but any such dates and times shall be estimates only and time shall not be of the essence for performance of the Services. 
3.4.  The Company's liability for non-performance shall be limited to re-performing any Services found not to have been performed in accordance with the provisions of clause 3.2 and the related Service Schedule, provided that the deficiency in the performance of the Services is notified to the Company within 24 hours from completion of performance of the Services; otherwise, the Services shall be deemed to have been satisfactorily performed. 

 

4. THE CUSTOMER’S OBLIGATIONS 

4.1. The Customer shall use the Services solely on the basis intended and set out in the CSA.  The Customer may only use the Services for the benefit of a third party in accordance with the provisions of the related Service Schedule. 
4.2. The Customer shall comply with any requirements on it set out in the related Service Schedule. 
4.3. The Customer shall not, without the prior written consent of the Company, at any time from the Commencement Date to the expiry of 12 months after the last date of supply of the Services or termination of the CSA, as applicable, solicit or entice away from the Company or employ (or attempt to employ) or otherwise engage or attempt to engage the services of any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of the Services.
4.4. Any consent given by the Company in accordance with clause 4.3 shall be subject to the Customer paying to the Company a sum equivalent to 15% of the then current annual remuneration of the Company's employee, consultant or subcontractor.  

 

5. CHARGES AND PAYMENT 

5.1. Any Charges shall be the charges set forth in the New Account Onboarding Form, subject always to any increase or additional charges which may be applicable in accordance with these Conditions or any variation which may arise subject to these Conditions. 
5.2. Any Charges or Fees, as stated on the New Account Onboarding Form are inclusive of VAT where VAT is applicable. 
5.3. The Company has the right to increase any Charges to reflect any increase in costs to the Company which is due to any factor beyond the control of the Company (including any increase in labour or materials costs or other costs of supply), any change in performance dates for the Services which is requested by the Customer and accepted by the Company and any other cause attributable to the Customer, including any delay caused by the Customer, or any failure of the Customer to give the Company adequate, accurate or complete information or instructions. 

 

6. DATA PROTECTION AND CONFIDENTIALITY 

6.1. Both Parties shall comply with the Data Protection Legislation. 
6.2. In course of performing the Services, the Company may process Sensitive Data and other Personal Data regarding individuals whose details have been made available to the Company by the Customer (whether directly or indirectly, including where collected by the Company for the Customer). 
6.3. The Customer acknowledges that when processing such data, the Company will be acting as a Data Processor on behalf of the Customer (who is the Data Controller) and accordingly the Company shall: 
  6.3.1. only process such data in accordance with instructions received from the Customer regarding the Services to be provided under the CSA, or as otherwise required by law; and 
  6.3.2. implement appropriate technical and organisational measures to protect such data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure; and 
  6.3.3. notify the Customer in the event of any personal data breach relating to the Customers data; and 
  6.3.4. assist the Customer in any requirements to comply with the Data Protection Legislation; and 
  6.3.5. provide details of any request by a data subject to exercise any right in relation to their data processed under this CSA.  
6.4. The Customer warrants that it has all necessary consents or other lawful basis for processing and has complied with all applicable legal requirements (whether under privacy, confidentiality or data protection laws or otherwise) with respect to the processing of data by the Company under the CSA and that it has and shall comply with all applicable laws and regulations as appropriate to enable the lawful receipt of the Services by the Customer in accordance with the CSA (including all Data Protection Legislation). 
6.5. The Customer hereby warrants that it shall not use any data provided by the Company via the Services in such a way as to contravene the Data Protection Legislation and that it will not, through any act or omission do anything which puts the Company in breach of the Data Protection Legislation. 
6.6. The Company may use sub-processors in processing any data where appropriate terms are entered to ensure that the obligations of this CSA are met. 
6.7. In providing some services the Company may be required to pass data to third parties who will become a Data Controller of that data.  The Services shall confirm if this is required. 
6.8.  Each party agrees and undertakes that it will hold in complete confidence any Confidential Information disclosed to it (whether directly or indirectly and by whatever means) and will not disclose it in whole or in part at any time to any third party, nor use any Confidential Information for any purpose other than the performance of its obligations under the CSA. The obligations set out in this Clause shall not apply to any Confidential Information which: 
  6.8.1. at or prior to the time of disclosure was known to the receiving party (as evidenced in writing), except to the extent that such Confidential Information was unlawfully appropriated (if any); 
  6.8.2. is required to be disclosed by law, court order or the request of any government or regulatory authority. 
6.9. Subject to these Conditions, the Company shall be entitled to disclose to any third party that the Company is providing the Services to the Customer and shall be entitled to identify the Customer in the Company’s marketing and publicity activities. 

 

7. INTELLECTUAL PROPERTY, SYSTEM AND LICENCE 

7.1. All right, title and interest in and to any Intellectual Property Rights which exist in or are used in relation to the Services, the System or are developed in the performance of the Services shall vest in and shall remain vested in the Company or its licensors. 
7.2. The Company hereby grants to the Customer a limited, personal, non-exclusive, non-transferable licence to use any Intellectual Property Rights if referred to in the related Service Schedule to the extent necessary to enable the Customer to make use of the Services in accordance with the CSA. 
7.3. The Company shall use commercially reasonable endeavours to have the System available 24 hours a day, seven days a week, except for: 
  7.3.1. planned maintenance carried out outside of Working Hours; and 
  7.3.2. unscheduled maintenance performed outside Working Hours. 
7.4. The Customer acknowledges that provision of the Services to the Customer by the Company is reliant on the Company’s use of the System, some elements of which may be provided and operated by a Third Party Provider. The Company provides no warranty or assurance for the reliability or availability of the System. 
7.5. The Company reserves the right at its sole discretion to suspend the System for any period in the event and to the extent that: 
  7.5.1. a Third Party Provider suspends any part of the System it provides for any reason; 
  7.5.2. it becomes necessary to conduct any planned or emergency maintenance to the System or to undertake any investigation or works to prevent or resolve a security issue. 
7.6. In relation to the Authorised Users, the Customer undertakes that: 
  7.6.1. where an individual ceases to be an Authorised User, the Customer shall inform the Company of the same and the Company shall, at its absolute discretion, issue authorisation details and credentials for a replacement Authorised User;  
  7.6.2. each Authorised User shall keep a secure password for his use of the Services, and that each Authorised User shall keep his/her password confidential; 
  7.6.3. it shall maintain a written, up to date list of current Authorised Users and provide such list to the Company within 5 Working Days of the Company’s written request at any time or times; 
  7.6.4. it shall permit the Company to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Company's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business; and 
  7.6.5. if any of the audits referred to in sub-clause (d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Company's other rights, the Customer shall promptly disable such passwords and the Company shall not issue any new passwords to any such individual. 
7.7. The Customer shall: 
  7.7.1. ensure that all information provided to the Company, however submitted, is correct and complete; 
  7.7.2. be responsible for establishing and maintaining access to the System through a secure internet connection using appropriate telephony and computer equipment; 
  7.7.3. ensure that all Authorised Users who are to use the System receive suitable training; 
  7.7.4. ensure that Authorised Users use the Services in accordance with these Conditions and any instructions, manuals and security measures (including passwords) provided by the Company from time to time;  
  7.7.5. be responsible for protecting the safekeeping of passwords against unauthorised use, or disclosure to persons who are not Authorised Users; 
  7.7.6. immediately notify the Company if it becomes aware of any unauthorised use or disclosure of a password. Until such notice is given, the Company may assume that any act done in connection with the Services (by a person who uses a password that has been provided to the Customer), constitutes an act of the Customer; 
  7.7.7. ensure that the Company is promptly notified of any changes in respect of any Authorised Users (including where any individual ceases to be an Authorised User) and that the Company is provided with up-to-date contact details for all Authorised Users; 

 

8. WARRANTIES AND INDEMNITIES

8.1. The Customer hereby warrants and undertakes that it (and its employees, agents or any person it is responsible for, where applicable) has all requisite power and authority to enter into and perform the terms of the CSA. 
8.2. The Customer shall indemnify the Company in relation to any and all costs, fines damages or liabilities arising in any way as a result of a breach of the CSA by the Customer concerning disclosure & barring services or the Data Protection Legislation or any Intellectual Property Right of the Company. 

 

9. LIMITATION OF LIABILITY AND INDEMNITY 

9.1. Subject to any other specific provision in the CSA, this clause sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of: 
  9.1.1. any breach of the CSA; 
  9.1.2. the supply of the Services and any use made by the Customer of the Services or any part of them; and   
  9.1.3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the CSA. 
9.2. The Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any information or from any instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or arising from any other fault of the Customer.  
9.3. With respect to the Company’s liability hereunder, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the CSA. 
9.4. The Company shall not be liable for: 
  9.4.1. loss of profits; or 
  9.4.2. loss of business; or 
  9.4.3. depletion of goodwill and/or similar losses; or 
  9.4.4. loss of anticipated savings; or 
  9.4.5. loss of goods; or 
  9.4.6. loss of contract; or 
  9.4.7. loss of use; or 
  9.4.8. loss or corruption of data or information; or 
  9.4.9. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and 
9.5. the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the CSA shall be limited to the amount of the Charges paid by in relation to the CSA in the 6 month period immediately preceding the claim or claims in respect of which liability is alleged and no individual liability shall attach to any claim. 
9.6.  The Customer shall hold the Company harmless and keep the Company fully and promptly indemnified against all direct, indirect or consequential liabilities (all three of which terms include loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with any claim made by or against the Company in respect of any liability, loss, damage, injury, cost or expense whatsoever, howsoever and to whomsoever occurring, to the extent that such liability, loss, damage, injury, cost or expense arises directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the CSA, subject to the Company confirming such costs, charges and losses to the Customer in writing. 

 

10. TERM AND TERMINATION 

10.1. The CSA shall commence on the Commencement Date and shall continue unless and until terminated by either party on 90 days’ written notice to the other party. Notwithstanding the provisions of this clause, the CSA shall be subject to earlier termination by either party under this clause. 
10.2. The Company may terminate the CSA immediately upon written notice to the Customer, if: 
  10.2.1. The Customer is in breach of these Conditions or any requirements of the Services;  
  10.2.2. a fine is levied or a complaint upheld against the Customer by the Data Protection Legislation; 
  10.3.3. the Company reasonably believes that the Customer is acting unlawfully or inappropriately in using the Services, or that the Services are being used in an unlawful or inappropriate manner; or  
  10.2.4. the Company ceases to be able to provide the Services.
10.3. Either party may terminate the CSA immediately upon written notice to the other if: 
  10.3.1. the other party commits any material breach of any of the CSA and in the case of such a breach which is capable of remedy, fails to remedy the same within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied (for the avoidance of doubt any late payment or failure to pay by the Customer any sums due shall be deemed a material breach); or 
  10.3.2. an incumbrancer takes possession or a receiver is appointed over any of the property or assets of the other party; or 
  10.3.3. the other party makes a voluntary arrangement with its creditors or becomes the subject of an administration order; or  
  10.3.4. the other party has a bankruptcy order made against it or becomes subject to an event of insolvency, or goes into liquidation (except for the purposes of amalgamation, reconstruction or other reorganisation); or 
  10.3.5. the other party ceases or threatens to cease to carry on its business. 
10.4. Termination of the CSA shall be without prejudice to the accrued rights and obligations of either party at the date of termination, and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected. 
10.5. Upon termination of the CSA the Customer shall: 
  10.5.1. not be entitled to any reimbursement of any part of any Charges; 
  10.5.2. pay any outstanding amounts due by it in accordance with clause 5 and the Services and Charges Sections to the Company within 7 days: 
  10.5.3. destroy (or return to the Company if requested) copies of all manuals, instructions and data relating to the Services and any Confidential Information; and 
  10.5.4. immediately cease to use any system, platform or other asset provided by the Company.

 

11. FORCE MAJEURE 

11.1. The Company shall have no liability to the Customer under the CSA if it is prevented from, or delayed in performing, its obligations under the CSA or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including  strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, Act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of any suppliers or subcontractors. 

 

12. CHANGES 

12.1.  The Company reserves the right without prior approval from or notice to the Customer to make any changes to the Services which are required to conform to any applicable statutory or regulatory requirements. 

 

13. GENERAL 

13.1.  No forbearance or indulgence granted by the Company to the Customer shall in any way limit the rights of the Company under these Conditions. 
13.2.  The Customer may not assign or transfer or purport to assign or transfer any right or obligation of the Customer under the CSA without the prior written consent of the Company. The Company reserves the right to assign any or all of its rights or obligations under the CSA to any third party.  The Company will ensure that the third party is sufficiently trained to undertake such rights and obligations on behalf of the Company. 
13.3. Nothing in the CSA shall be construed as creating a partnership, joint venture or agency relationship between the parties or give either party the power to bind the other. 
13.4.  Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business. 
13.5.  No failure or delay by either party in exercising any of its rights under the CSA shall be deemed to be a waiver of that right and no waiver by either party of any breach of the CSA by the other shall be considered as a waiver of any subsequent breach of the same or any other provision. 
13.6. The CSA constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties.  
13.7. The CSA shall be subject to and construed under English Law and the parties hereby submit to the exclusive jurisdiction of the English courts for that purpose. 
13.8. If any provision or part-provision of the CSA 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 shall not affect the validity and enforceability of the rest of this CSA. 
13.9. Third party rights. No one other than a party to this CSA shall have any right to enforce any of its terms. 
13.10 The parties shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.