Terms of service
1. DEFINITIONS
In these Terms of Service the following definitions shall
apply:
Agreement: these Terms of Service.
2. THE SERVICES
2.1 BC Verification Limited will provide the Services in accordance with this Agreement, using reasonable skill and care.
2.2 By submitting an Order, the Client accepts these Terms of Service.
2.3 The Client shall be solely responsible for assessing the Results and determining a Candidate’s suitability for employment or otherwise providing services to the Client.
2.4 BC Verification Limited will not be in breach of this Agreement if it fails to procure the Required Information from relevant third parties (including Third Party Service Providers and referees) who are not obliged to supply such information.
2.5 The Client agrees that BC Verification Limited cannot guarantee the reliability or authenticity of and shall not be liable for information supplied by third parties (including Third Party Service Providers and referees).
2.6 BC Verification Limited may sub-contract parts of the Services without relieving itself of its obligations under this Agreement for which it remains primarily responsible. For the avoidance of doubt, Third Party Service Providers are not sub-contractors.
2.7 BC Verification Limited shall deliver the Report on completion of the screening process. In the event that any Required Information is outstanding or the screening process cannot be completed for any reason other than BC Verification Limited’s negligence or default, BC Verification Limited shall provide the Report to the Client but without the relevant Results, which BC Verification Limited will highlight. The Client shall nevertheless pay the full amount for such Report.
2.8 BC Verification Limited shall be under no obligation to provide any Services until it has received the Fees.
3. CLIENT RESPONSIBILITIES
3.1 The Client shall, and where relevant shall procure that Candidates shall provide BC Verification Limited with the Required Information.
3.2 The Client shall provide all other reasonable assistance required by BC Verification Limited to comply with its obligations under this Agreement.
3.3 The Client shall not deal, sell, transfer or make available the Results, Report or the Services to any third party for any purpose or use the Results, Report or Services for the benefit of any third party.
3.4 The Client shall not alter, modify, or adapt the Results, Report or Services.
3.5 If any third party makes any claim against Validate Systems Limited arising from the Client’s use of the Results, the Client shall indemnify BC Verification Limited against any and all liabilities, losses, damages, costs and penalties arising from such claim.
3.6 Where applicable, the Client shall strictly adhere to any Third Party Service Provider policies as provided to the Client by BC Verification Limited.
3.7 Where the Client is not engaging BC Verification Limited to perform Identity and Right to Work checking services (“AssuredID”), the Client shall verify the identity of a Candidate. For the purposes of such verification the Client shall inspect each Candidate’s identity documentation, which shall be in original form. Upon verification of the Candidate’s identity, the Client shall confirm the performance of its obligations under this Clause 3.7.
3.8 Where BC Verification Limited is engaged to perform AssuredID services, the Client is responsible for ensuring that the identity of the Candidate checked by BC Verification Limited matches to the individual who is claiming it.
4. PAYMENT
4.2 VAT shall be payable at the applicable rate.
4.3 Where any Third Party Service Provider imposes a charge that is not set out in the Order or the performance of the Services necessarily incurs a charge not set out in the Order (“Excess Charge”), BC Verification Limited will not proceed with that Service until the Client has instructed Validate Systems Limited in writing and agreed payment of that Excess Charge.
5. DATA PROTECTION
5.1 For purposes of the Data Protection Laws, Validate
Systems Limited is the data processor and the Client is the
data controller.
5.2 Both parties warrant that they shall comply with their
respective obligations under the Data Protection Laws.
5.3 The Client’s obligations with regard to processing are as
follows:
5.3.1 Taking into account the nature, scope, context and
purposes of the data processing as well as the risks of
varying likelihood and severity for the rights and freedoms of
natural persons, the Client shall implement appropriate
technical and organisational measures to ensure and to be able
to demonstrate that the processing is performed in accordance
with the GDPR. Those measures shall be reviewed and updated
where necessary.
5.3.2 Where proportionate in relation to processing
activities, the measures referred to in clause 5.3.1 shall
include the implementation of appropriate data protection
policies by the Client.
5.3.3 The Client shall implement appropriate technical and
organisational measures for ensuring that, by default, only
personal data which is necessary for each specific purpose of
the processing are processed. This obligation applies to the
amount of personal data collected, the extent of the
processing, the period of storage and accessibility. In
particular, such measures shall ensure that by default
personal data is not made accessible to an indefinite number
of natural persons.
5.4 BC Verification Limited shall:
5.4.1 process personal data only on documented instructions
from the Client;
5.4.2 ensure that persons authorised to process the personal
data have committed themselves to confidentiality or are under
an appropriate statutory obligation of confidentiality;
5.4.3 take all measures required pursuant to Article 32 of
the GDPR, namely to implement appropriate technical and
organisational measures to ensure a level of security
appropriate to the risk to the rights and freedoms of natural
persons;
5.4.4 respect the conditions referred to in paragraphs 2 and
4 of Article 28 of the GDPR for engaging another processor,
namely that such processor may not engage a sub-processor
without the prior authorisation of the Client. Where a
sub-processor is engaged, such sub-processor must be subject
to the same contractual terms as set out in this clause
5.4;
5.4.5 assist the Client by appropriate technical and
organisational measures, insofar as this is possible, for the
fulfilment of the Client's obligation to respond to requests
for exercising any data subject's rights laid down in Chapter
III of the GDPR;
5.4.6 assist the Client in ensuring compliance with the
obligations pursuant to Articles 32 to 36 of the GDPR,
relating to security of processing, personal data breaches and
data protection impact assessments;
5.4.7 at the choice of the Client, delete or return all
relevant personal data to the Client after the end of the
provision of Services, and delete existing copies unless
applicable law requires storage of such personal data;
and
5.4.8 make available to the Client all information necessary
to demonstrate compliance with the obligations laid down in
Article 28 of the GDPR and allow for and contribute to audits,
including inspections, conducted by the Client.
5.5 The details of the processing under this Agreement are as
follows:
5.5.1 Subject matter and duration of processing: the
processing is required in order to conduct pre-employment
screening checks on Candidates who are or potentially will be
employed or engaged by the Client. A Candidate will only be
screened once by BC Verification Limited (or relevant Third
Party Service Provider).
5.5.2 Nature and purpose of the processing: the processing
consists of using the Candidate's personal data to perform
pre-employment or in-employment checks and vetting, including
without limitation: Right to Work / ID Checks / Address
Verification / Referencing (including regulated referencing) /
Higher Education / Professional Registration Checks / CIFAS /
Police Checks (basic, standard and enhanced) / Occupational
Health Checks / Credit Checks / Sanctions Checks /
Directorship Checks / Social Media Checks / Adverse Media
Checks / DVLA Checks / International Credit and Criminal
Checks / Activist List Checks.
5.5.3 Type of Personal Data and categories of data subjects:
Name History, Address History, Date of Birth. Town of Birth,
Nationality, NI Number, Mothers Maiden Name, Work / Activity
History, Financial Supporter Contact Details, Contact Details,
Copies of and other documents (eg proof of qualifications /
bank statements), Personal Referee Details, Declaration of
financial / criminal activity (where relevant), medical
information where a assessment is requirement, qualifications
(if relevant to role) details / highest education details /
Registration details of professional bodies / Directorship
Declarations. The data relates to Candidates who are or may be
employed or engaged by the Client.
6. WARRANTIES
6.1 The Client acknowledges that the Reports and Results may
include information and/or data provided by third parties or
which is publicly available. Accordingly, BC Verification
Limited does not give any warranty regarding the fitness for
any particular purpose of the Results and/or the Report or the
accuracy of the Results and/or Report.
6.2 The only warranties given by BC Verification Limited are
as set out in this Agreement. All warranties, representations
or terms of equivalent effect which might be implied into this
Agreement by law are excluded to the fullest extent permitted
by law.
7. INTELLECTUAL PROPERTY
7.1 All Intellectual Property Rights in the Report will
remain vested in BC Verification Limited.
7.2 Subject to any obligation of confidentiality agreed
between the parties and any rights of third parties, Validate
Systems Limited grants to the Client a royalty free,
non-transferable, non-exclusive licence to use the Website to
the extent necessary for the Client to benefit from the
Services. Such licence shall terminate automatically on
termination or expiry of this Agreement. The Client is not
granted any other intellectual property right belonging to
BC Verification Limited and shall not infringe the
same.
7.3 The Client grants BC Verification Limited a
royalty-free, non-transferable, non-exclusive licence to use
any intellectual property supplied by the Client in order for
BC Verification Limited to perform the Services. Such licence
shall terminate automatically on termination or expiry of this
Agreement.
8. CONFIDENTIALITY
8.1 Subject to clause 8.2, each party shall treat as
confidential all information received or obtained as a result
of entering into or performing this Agreement and which is
designated confidential or which ought reasonably to be
regarded as confidential.
8.2 Neither party shall at any time divulge, disclose, or
otherwise furnish to any third party any confidential
information, except in the following circumstances:
8.2.1 where the other party has given its prior written
consent;
8.2.2 where disclosure is necessary in the proper performance
of this Agreement, including disclosure to the relevant
party’s professional advisors;
8.2.3 where disclosure is required by law or by order of
court, police, government or other similar authority or by the
rules of any relevant regulatory body;
8.2.4 where the information is in the public domain otherwise
than by a breach of this clause 8; or
8.2.5 where the information is already in the lawful
possession of the relevant Party.
9. LIMITATIONS OF LIABILITY
9.1 Nothing in this Agreement shall be construed so as to
limit or exclude either party’s liability for fraud, death or
personal injury by negligence, or any other liability which by
law cannot be excluded or limited. BC Verification Limited’s
liability in respect of each Order shall not exceed the
aggregate fees paid in respect of such Order. Alternatively,
the Client may negotiate a higher liability in consideration
of higher fees.
9.2 Subject to the above, under no circumstances shall
BC Verification Limited be liable for any indirect,
consequential, economic or special loss or damage of any kind
howsoever arising and howsoever caused, or for any loss of
profits, revenue, business, opportunity, goodwill, interest
or savings (whether direct or indirect) howsoever arising and
howsoever caused.
9.3 The Client acknowledges and agrees that BC Verification
Limited shall not be liable for any claim made by a Candidate
against the Client on the basis of the Client’s decision
making.
10. TERMINATION
10.1 Either party may terminate this Agreement forthwith by
written notice if the other party commits a material breach
which is incapable of remedy, or fails to remedy any breach
within ten Business Days of receiving notice of such a
breach.
10.2 Either party may terminate this Agreement forthwith by
written notice if the other party is or is about to become
insolvent or unable to pay its debts, ceases or is about to
cease trading, has a petition for its winding up presented
which is not discharged within fourteen days, enters into any
arrangement or composition with its creditors or takes or
suffers any similar action in consequence of debt.
10.3 Termination of this Agreement for any reason shall be
without prejudice to any rights accrued to either party prior
to or on such termination.
10.4 Without prejudice to the provisions above, upon
termination of the Agreement for any reason, BC Verification
Limited shall be entitled to payment for all work carried out
which the Client has not yet paid for and any unavoidable
commitments and expenses made.
11. CANCELLATION
11.1 Should an Order be cancelled by the Client, the Client
shall pay a cancellation fee of 25% of the relevant Fee plus
the fees for any screening checks already processed by
BC Verification Limited.
11.2 BC Verification Limited reserves the right to cancel
any Order at any time in its sole and absolute discretion. In
this event, the Client will be refunded in full.
12. GENERAL
12.1 Changes to this Agreement shall only be valid if made in
writing and signed by or on behalf of each of the
parties.
12.2 This Agreement does not authorise either party to act as
an agent for or in the name of or on behalf of or to bind the
other in any way, nor does it create a partnership or joint
venture of any kind between them.
12.3 Both parties agree to sever from this Agreement only
those provisions held to be unenforceable or invalid.
12.4 Neither party may assign or transfer or in any way make
over any of its rights or obligations without written consent
of the other party.
12.5 This Agreement shall be governed by laws of England and
the parties submit to the exclusive jurisdiction of the Courts
of England and Wales.
12.6 Neither party shall be liable for any delay or failure
in the performance of its contractual obligations caused by
Force Majeure, provided that the party claiming Force Majeure
promptly notifies the other party of the Force Majeure.