Agreement and Conditions Textablockpaver.co.uk
(a) Users bound by the information in these Agreement shall include, but not be limited to, any organisation, company, individual or other legal entity seeking to obtain the Company’s Reports from candidates, referees, concerning current or potential employees.
Agreement means this contract.
Applicant’s Declaration of Consent means the Company’s declaration of consent applying to job applicants who are the subject of Reports, as updated and amended from time to time.
Client means any person that purchases the Services from the Company.
Commencement Date means the date on which the Client purchases the Services from the Company.
Confidential Information means all information relating to the trade secrets, operations, processes, plans, intentions, product information, prices, know-how, designs, customer lists, market opportunities, transactions, affairs and/or business of the parties and/or to their customers, suppliers, clients or group companies in or on any medium or format.
Content means any information, text, graphics, or other materials uploaded, downloaded or appearing the Reports or Site.
Continuing Clauses means clauses 2, 12, 13, 14, 16, 17, 18 and 23.
Notice is notification in writing delivered by first class post to the Company’s registered address or by email to at the email address email@example.com with the subject ‘cancellation’.
Permitted Purpose means professional, informational, non-commercial purposes and not in any event for the provision of any bureau Services to any third parties.
Price means the price for the Services as displayed on the Site and agreed to by this Agreement.
Purchase means a client incurring obligations to pay for the Services, as opposed to the time when payment is received from the Client.
Rate means LIBOR rate as of 5pm each day plus 2%.
Reports means the background checking and referee reports comprised of Content that are provided by the Company as part of the Services.
Request means a request (either verbal or in writing) by the Client for the Company to supply Services.
Services means the Reports and all other services supplied by the Company to the Client under or in connection with this Agreement.
Site means www.onfido.com and its subdomains.
Trademarks mean any trademarks that the Company may create during the term of this Agreement.
User, you and your means any Client, applicant or other person using the Site or Services.
3. Use of Site and Services
You may download, view, copy and print information and graphics incorporated in the Reports from the Site subject to the following:
(a) the Reports and Services may be used solely for the Permitted Purpose;
(b) the Reports and Services may not be sold, transferred, sublicensed, commercially exploited or otherwise made available to, or used for the benefit of, any third party other than the Client;
(c) the Client agrees it will not (and will not allow any third party to) copy, adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with the Services and/or any Content; and
(d) the Client agrees it will not modify or alter the Reports in any way. Except where your use constitutes “fair dealing” under copyright law, and in compliance with other applicable laws, you may not otherwise use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit or distribute any information from this Site or our Services outside of your organisation in whole or in part without the express authorisation of the Company. The Site and Services are not accessible to anyone under the age of 16 or by users that have been removed from our Services and/or Site by The Company. The Reports and information provided by the Company will only be used for its Permitted Purpose.
4. Passwords and Security
(a) The Client is responsible for maintaining the confidentiality of any password(s) or security routines it is given or sets to access the Site and Services, and is fully responsible for all activities that occur under the Client’s password(s) or security routines. The Client agrees to notify the Company immediately of any unauthorised use of the Client’s password(s) or security routines.
(b) In the event of breach of the Agreement or a security breach, the Company reserves the right to withdraw access to the Site or Services and to alter the Client’s password(s).
This Agreement shall apply from the Commencement Date and (except for the Continuing Clauses) continue until the second anniversary of the Commencement Date. Thereafter, this Agreement will be automatically renewed for 1 year periods after the initial term, unless either party serves Notice 365 days prior to its termination date or until it is terminated in accordance with Clause 6 of this Agreement.
6.1 Material Breach
(a) Either party has the right to terminate this Agreement immediately if the other has committed a material breach of this agreement, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other party has failed to remedy the breach within 14 days after a written notice to do so.
(a) Either party has the right to terminate this Agreement immediately if the other
(i) becomes Insolvent or is the subject of a bankruptcy order.
(ii) it fails to make payment of the Price;
(iii) any distress or execution is levied upon any of the that party’s goods;
(iv) it offers to make any arrangement with its creditors;
(v) any bankruptcy petition is presented against it;
(vi) it is unable to pay its debts as they fall due;
(vii) being a limited company, any resolution or petition to wind up that company (other than for the purposes of amalgamation or reconstruction without insolvency) is passed or presented;
(viii) a receiver, administrator, administrative receiver or manager is appointed over the whole or any part of its business or assets; or
(ix) it suffers any analogous proceedings to those described in paragraphs (f) and (g) under foreign law.
(b) In the event of the Client’s Insolvency, then all sums outstanding shall become payable immediately. In addition, the Company may, in its absolute discretion, and without prejudice to any other rights it may have, suspend all future supply of Services to the Client.
7. Pricing and Payment
The Price of the Services will be posted on the Site and subject to change by the Company.
(a) The Price for the Services will be paid in a manner offered on the Site.
(b) Where payment is made by invoice, payment is due within 14 days following the date of an invoice. Time for payment shall be of the essence. The Company may charge interest of the Rate (calculated daily) on all amounts owing or unpaid as required by this Agreement. Unless an invoice contains a manifest error, all invoices are deemed accepted by the Client 5 days after delivery to the Client.
(c) The Client may not withhold payment of any invoice or other amount due to the Company by reason of any right of set off or counterclaim which the Client may have, or allege to have, or for any reason whatever.
8. Rights of Assignment
(a) Either party shall only have the right to do the following with the written consent of the other party:
(i) assign its rights, benefits, burdens and interests in this Agreement;
(ii) declare a trust over it; or
(iii) change or otherwise encumber this Agreement or any right, benefit or interest under it, only with the written consent of the other party.
Any other purported assignments without the written consent of the parties will be void.
(b) Neither party may withhold consent to a valid assignment unreasonably.
The Services are not intended to be used as the sole basis for any business decision, and are based upon data which is provided by third parties, the accuracy and/or completeness of which it would not be possible and/or economically viable for the Company to guarantee. Accordingly, the Client agrees that the Company has no liability for any inaccuracy, incompleteness or other error in the Services and/or the Information which arises as a result of data provided to Company by the Client or any third party, or any failure of the Services to achieve any particular result for the Client.
In order to provide Services, the Company may need to communicate with the Client via email. By using the Site and Services, the Client agrees to receive emails necessary for the normal functioning of the Services. The Company cannot guarantee the accuracy, quality or integrity of information exchanged by Users. The Company has the right to monitor all content and information exchanged through the Services; however we do not carry any obligation to do so. The Company will not be liable for any content, errors, omissions, loss or damage incurred as a result of usage of the Site and/or Services. Under no circumstances will the Company be liable for direct or indirect consequences arising from a denial of access to any Content on the Site.
11. Nature of Services
The Services are not intended to be used as the sole basis for any business decision, and are based upon data which is provided by third parties, the accuracy and/or completeness of which it would not be possible and/or economically viable for the Company to guarantee. Accordingly, the Client agrees that the Company has no liability for any inaccuracy, incompleteness or other error in the Services and/or the Content which arises as a result of data provided to the Company by the Client or any third party, or any failure of the Services to achieve any particular result for the Client. The Company retains the right, in its sole discretion, to modify the Services from time to time
The Site and Services are provided on an ‘as is’ and ‘as available’ basis. To the maximum extent permitted by applicable law, the Company expressly disclaims all warranties of any kind whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. The Company will use reasonable endeavours to make the Site and/or Services continuously available. Any Content, Reports or Services downloaded or otherwise obtained from the Company is obtained at the Client’s own discretion and risk. The Company shall have no responsibility for any damage to the Client’s computer systems or loss of data that results from downloading or otherwise obtaining any Content, Reports or Services from the Site and the Company.
13. Limitation of Liability
(a) To the maximum extent permitted by applicable law, the Company and its officers, employees and agents will not be liable for any direct, indirect, incidental, special, consequential or punitive damages including, without limitation, loss of profits, data, use, good will or other intangible losses resulting from;
(i) the Client’s access to and use of (or inability to access and use) the Site, Content, Reports and Services; and
(ii) unauthorised access, use or alteration of the Site, Content, Reports and Services, whether based on warranty, contract, tort (including negligence) or any other legal theory.
(b) Although the Company shall use reasonable efforts to adhere to the response times, maintenance windows, availability hours and performance standards for the Services, the Company shall not be liable for any loss, damage or expense due to late responses and performance of corrective maintenance outside of the scheduled window
(c) In no event shall the Company’s total liability to the Client for any damages resulting from any claim or series of related claims exceed the amount paid by the Client for the Services within the 12 months preceding any claim or series of claims, or £100,000 GBP whichever is lower. This limitation will apply even if clauses (a) or (b) or both above fail of their essential purpose.
14. No Partnership or Agency
Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between the parties, or to authorise either party to act as agent for the other. Neither party shall have authority to act in the name of or on behalf of the other, or to enter into any commitment or make any representation or warranty or otherwise bind the other in any way.
Being a user of the Company, the Client recognises the value of the Company’s past and ongoing development of its state of the art proprietary technology. The Client agrees that during the usage of the Services and Site, during the term of this Agreement and for eighteen 18 months after termination, the Client will not directly or indirectly develop or market any product that copies or duplicates functionality of the Reports or Services.
(i) Obtaining confidential information about the User from credit bureaus for the purpose of verifying their identity, contact details and address;
(ii) Records of Criminal History;
(iii) Employment and Reference information
(iv) Educational and qualification history
or any other information that has been submitted to the Client by that User.
17. Intellectual Property
The Content, Reports, Site and Services are the copyrighted work of the Company, or the copyrighted work of third parties used with permission by the Company. The Company asserts all copyright and other intellectual property rights in and to such items and other items developed by the Company.
The Client is hereby notified that claims of copyright by the Company are applicable to the Content, Reports, Site and Services. The Client should not assume that any item available on or through this Site or Service is in the public domain.
The Client shall indicate the Company’s ownership of all Trademarks in any advertising, promotional or other written or readable material containing any of the Company’s Trademarks. If the Client reproduces the Company’s logo, it shall do so only in the format furnished by the Company. The Client may use the Trademarks only for purposes of promoting and selling its products and services that use the Services and shall make no other use of the Trademarks, or use any trademark or trade name that may be confusingly similar to any of the Trademarks, without the Company’s prior written approval. The Client may not apply for registration of the Trademarks, or any trademark or trade name that may be confusingly similar to any of the Trademarks, under the laws of any jurisdiction.
The Company and each User shall, in respect of the Confidential Information for which it is the recipient:
(a) keep the Confidential Information strictly confidential and not disclose any part of such Confidential Information to any person except as permitted by or as required for the performance of the recipient’s obligations under this Agreement;
(b) take all reasonable steps to prevent unauthorised access to the Confidential Information;
(c) delete all personal information after 6 months of holding the data;
(d) disclose Confidential Information to, and allow its use in accordance with this Agreement by, the following provided that it shall procure that any party to whom it discloses Confidential Information shall observe the restrictions in this Clause 18:
(i) employees and officers of the recipient who require it for the recipient to perform its obligations under this Agreement;
(ii) the recipient’s auditors and professional advisors solely for the purposes of providing professional advice;
(iii) agents and sub-contractors of the Company involved in performing the Company’s obligations under this Agreement, and Company group companies;
(iv) the Information Commissioner’s Office pursuant to any requirement to do so (whether legally binding or otherwise), and any person as permitted by the Data Protection Act 1998 or any other statutory provision.
The restrictions of this Clause 15 (a) – (d) do not apply to any information to the extent that it:
(e) is or comes within the public domain other than through a breach of Clause 14;
(f) is in the recipient’s possession (with full right to disclose) before receipt from the other party;
(g) is lawfully received from a third party (with full right to disclose);
(h) is independently developed by the recipient without access to or use of the Confidential Information; or
(i) is required to be disclosed by law or by a court of competent jurisdiction or by any regulatory body or in accordance with the rules of any recognised stock exchange.
19. Waiver and Severability
The failure of the Company to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
If any provision or part of a provision of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
21. Entire Agreement
The parties agree that no statements or representations made by either party have been relied upon by the other in agreeing to enter the contract.
23. Third Party Rights
This Agreement is not made for the benefit of, nor shall any of its provisions be enforceable by, any person other than the parties to this Agreement and their respective successors and permitted assignees.
24. Marketing and Promotion
The Client agrees that the Company may use the Client’s name as a customer of the Company in any advertising or promotional material (including on the Site) of the Company.
Similarly, the Company agrees the Client may use the Company’s name as a supplier of the Client in any advertising or promotional material of the Client.
25. Force Majeure
(a) Neither party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance or non-performance of any of its obligations under this Agreement to the extent that such delay or non-performance is due to any cause beyond its reasonable control (an “Event of Force Majeure”).
(b) The party affected by the Event of Force Majeure shall immediately give the other party written notification of the nature and extent of the Event of Force Majeure and the parties shall enter into bona fide discussions with a view to alleviating its effects or to agreeing upon such alternative arrangements as may be fair and reasonable.
(c) If the Company is affected by the Event of Force Majeure and the written notice in relation to the Event of Force Majeure has not been withdrawn within 1 month, the Reseller shall be at liberty to terminate this Agreement with immediate effect by serving a written notice on the Company. The service of such notice shall be without prejudice to any rights or obligations which have accrued prior to termination.
26. Compliance with the Law
(a) The parties shall at all times in respect of the subject matter of this agreement comply with all applicable laws, regulations and rules having equivalent effect, including the Data Protection Act and other associated regulations.
(b) The Client acknowledges that the supply of the Reports and Services by the Company and use thereof is governed by statutes and regulatory requirements and that these regulations and statutes may be altered from time to time. The client agrees that the Company may cease to provide the Client reports and services if necessary to comply with the lawful or regulatory requirements, and that such a cessation will not be deemed to be a breach of this Agreement.
27. Warranties and Consumer Protection
(a) The Services are a business to business service and as such, insofar as applicable law permits, are not effected by consumer protection laws and regulations.
(b) The Client warrants it is a Company.
Any mistake or misrepresentation as to any warranty issued by the Client in respect of this agreement may render it void. Any damages that result from such misrepresentations or mistakes, to the Company or any other party, shall be borne by the Client.
28. Governing Law
(a) This Agreement and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales,
(b) The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Agreement, its subject matter or formation