These Terms and Conditions contain all the terms which will govern the relationship of the parties and the provision of any Services between:
Credence Background Screening Limited of 1 Suffolk Way, Sevenoaks, Kent TN13 1YL with Registered No. 2998939 (“Company”)
And[Client Name] of [Client Address] with registered No. [Registered No.] (“Client”)
In these terms and conditions the following definitions shall apply:
Agreement – the agreement between the Company and the Client for the supply of Services in accordance with these Terms and Conditions along with any Appendices and schedules thereto.
Candidate – the employee, potential employee or other individual who is subject to the Services.
Commencement Date – when the Agreement comes into effect as defined in clause 1b.
Confidential Information – information, know-how and data, of a technical, commercial, financial or any other nature, including candidate data, disclosed to either party by or on behalf of the other party during the term of the Agreement.
Data Protection Legislation – (i) the Data Protection Act 1998, (ii) from 25 May 2018, unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and (iii) any successor legislation to the GDPR (or the Data Protection Act 1998).
GDPR – General Data Protection Regulation ((EU) 2016/679).
Identity Verifier – a person authorised by the Client to validate a Candidate’s identity for the purposes of applying for a basic criminal record check through the UK Government’s Disclosure and Barring Service.
Order – the Client’s request for Services for an individual background screening of a Candidate. The details of the requested Services shall be provided in the form set out in Schedule 1 below or on a separate written quote. The process for submitting the application form is set out in clause 2.
Services – the background screening levels detailed in Schedule 1 to these terms and conditions which may be ordered by the Client, including any draft or final report detailing the information obtained as a result of the Services.
1. BASIS OF CONTRACT
a. Following the Company’s submission to the Client of a quotation for applicable Services, the Client shall confirm its agreement of the quotation by notice in writing to the Company (which may be made by email). This notice constitutes an offer by the Client to purchase the Services on the terms of the Company’s quotation and in accordance with these terms and conditions.
b. This offer shall only be deemed to be accepted by the Company when (i) the Client and the terms of the quotation (setting out what Services can be ordered by the Client in respect of Candidates) are set up on the Credence On-Line System (ii) the Client makes its first Order and (iii) the Company accepts and does not decline that first Order, at which point and on which date the Agreement shall come into existence (Commencement Date).
c. Any descriptive matter or advertising issued by the Company, and any descriptions or illustrations contained in the Company catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force.
d. These terms and conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. ORDER SUBMISSION
a. For the duration of the Agreement, the Company shall supply such number of background screenings for Candidates as the Client may order.
b. The preferred method to submit an Order is using an application form via the Credence On-line System. Submission by fax, email or post will also be accepted.
c. The Company will only accept application forms from authorised Client personnel as notified to the Company.
d. Each Order shall be deemed to be a separate offer by the Client to purchase Services on the terms of the Agreement, which the Company shall be free to decline at its absolute discretion if the Candidate fails to provide the necessary consents under clause 3.
3. CANDIDATE CONSENT
a. Where the Client submits an Order using the Credence On-line System, the Company’s usual practice is to obtain the required information directly from each Candidate and to obtain each Candidate’s consent for the processing of the information on behalf of the Client. The Client should direct each Candidate to the Credence On-line System. It is acceptable for the Client to obtain the required information from a Candidate instead, provided all necessary consents are obtained. Where the Client submits an Order using a manual background screening form the Client is responsible for obtaining the required information, including consent, from the Candidate.
b. If the Company does not receive the Candidate’s required information, irrespective of the failure being with the Candidate or the Client (if it has collected it directly), the Company shall use its reasonable endeavours to notify the Client of this within five working days from the date of the last response from the Candidate.
4. THE SERVICES
a. The Company will provide the initial Services as set out in Schedule 1. The initial Services agreed on the Commencement Date can be added to by agreement of the parties in writing. The exact Services for each Candidate should be requested in the applicable Order.
b. The Company warrants that it will perform the Services in a competent and professional manner, using reasonable skill and care and shall use its reasonable endeavours to achieve the service levels set out in Appendix A.
c. The Company may use selected subcontractors to perform certain elements of the Services and will undertake to ensure that the subcontractors use the same level of skill and care in carrying out their responsibilities.
d. The Company will provide the Services to The Client for the purposes of providing employment screening checks. The Company does not offer any opinion or advice on the suitability or otherwise of the candidates under review and the Client agrees that it will not form the basis of its decisions solely on the Services provided by the Company.
e. Where information is obtained from third parties we cannot control the accuracy of this information, which may also contain advice or opinions. In obtaining this information the Company will use all reasonable skill and care and make all reasonable efforts to provide the Services within the given turnaround times.
f. The Company does not guarantee or warrant the accuracy of the information, or the validity of advice or opinion given by third parties. Furthermore, the Company does not guarantee or warrant that the Services are fit for a particular purpose.
5. CHARGES AND PAYMENT
a. The charges for the Services shall be calculated in accordance with the fees detailed in Schedule 1 below or as otherwise set out in the quotation referred to in clause 1a or agreed in writing by the parties.
b. The Company shall be entitled to charge the Client for any fees, expense and disbursements incurred in connection with the Services as detailed in Clause 4.2 of Appendix A.
c. The Company shall invoice the Client at the end of each month in respect of the Orders completed during that month.
d. The Client will pay to the Company the fees invoiced plus any VAT due thereon for the services within 15 days of the invoice date.
e. Should an invoice not be paid within the above timescale, the Company will be entitled to charge the Client interest on the overdue amount from the due date up to the date of actual payment at the rate of 4% per annum above the base rate for the time being of HSBC Bank. Such interest shall accrue on a daily basis.
f. Where the Client notifies the Company within 10 days of receipt of the invoice that it disputes any or all of the amounts contained in the invoice, the Client shall pay all undisputed items within 15 days of the invoice date and the balance immediately upon resolution of the dispute. No interest will be charged on disputed amounts.
g. The Company may increase its prices by giving 60 days’ written notice to the Client other than as detailed in Appendix A.
a. Nothing in the Agreement shall exclude or in any way limit either party’s liability for death, personal injury caused by its negligence or fraud or fraudulent misrepresentation.
b. Subject to clause 6a, the Company’s maximum aggregate liability under or in connection with the Agreement, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, shall not exceed the value of fees in the preceding year or £1,000, whichever is the greater.
c. Subject to clause 6a, the Company shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits (direct or indirect), loss of business, depletion of goodwill or similar losses, or for any indirect or consequential loss, costs, damages, charges or expenses however arising.
d. The Client shall indemnify the Company from and against any and all costs, claims, demands, liabilities, damages, expenses and losses (including without limitation indirect and consequential losses, loss of profit, loss of revenue and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) incurred or suffered by the Company as a result of the Client’s negligence, recklessness or fraud.
7. CONFIDENTIALITY – GENERAL
a. Each party shall keep the Confidential Information received from the other confidential and prevent its disclosure to, or use by, others. Each party shall further only make the Confidential Information available to its or any of its affiliate’s employees, directors or advisers to the extent that they require knowledge thereof, with respect to the Confidential Information, any such employee, director or adviser is bound by obligations of secrecy and limited use at least to the same degree that the parties are bound hereunder, and provided further that each such employee, director and adviser shall, before any Confidential Information received from the other party is made available to him, be notified by the party employing him of the confidential nature thereof.
b. The obligations of confidentiality and limited use set forth herein shall not apply to the extent that Confidential Information:
i. was known by the receiving party from sources other than the disclosing party prior to receipt as is documented in written records possessed by the said party prior to such time; or
ii. is at the time of disclosure to the receiving party in the public domain or subsequently becomes part of the public domain without a breach of its confidentiality obligations hereunder by the receiving party; or
iii. is disclosed to the receiving party by a third party without any obligation of secrecy to the disclosing party, or
iv. is disclosed by the disclosing party on a non-confidential basis to any third party.
8. TERM AND TERMINATION
a. The Agreement shall commence on the Commencement Date and shall continue until terminated by either party giving the other at least three months’ written notice.
b. The Agreement may be terminated by either party immediately upon serving written notice of termination to the other if that other is in material breach of any of its obligations under the Agreement and (in the case of a breach capable of remedy) fails to remedy that breach within 28 business days after receiving notice specifying the breach and requiring its remedy;
c. The Agreement may be terminated immediately by either party where an order is made for the appointment to the other party of an administrator or receiver, where an order is made or resolutions passed for the winding up of the other party, or in the event that the other party makes any arrangement or composition with its creditors or in any way ceases to trade.
9. DATA PROTECTION AND DATA PROCESSING
a. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
b. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and the Company is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).
c. Without prejudice to the generality of Clause 9a, other than where a Candidate provides their Personal Data via the Credence On-line screening form and in the process Credence obtains consent to carry out a criminal record check, the Client shall ensure that it has or procures from Candidates all necessary and appropriate consents and notices to enable the lawful transfer and processing of the Personal Data (as defined in the Data Protection Legislation) for the duration and purposes of the Agreement and each Order.
d. Without prejudice to the generality of Clause 9a, the Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under the Agreement:
i. process that Personal Data only for the purposes of the Services unless the Company is required or permitted by the laws of any member of the European Union or by the laws of the European Union applicable to the Company to process Personal Data (“Applicable Data Processing Laws”);
ii. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); and
iii. not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the applicable Candidate has been obtained;
iv. assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
v. notify the Client without undue delay on becoming aware of a Personal Data breach;
vi. at the written direction of the Client, delete or return Personal Data relating to Candidates and copies thereof to the Client unless required by Applicable Data Processing Law to store the Personal Data; and
vii. maintain complete and accurate records and information to demonstrate its compliance with this Clause.
e. The Client consents or will consent to the Company appointing any third-party processors of Personal Data of its choice provided that:
i. the Company has provided appropriate safeguards in relation to the processing and transfer;
ii. the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies; and
iii. there is an adequate level of protection to any Personal Data that is processed and transferred.
f. Unless otherwise instructed by the Client, the Company shall automatically destroy each Candidate’s Personal Data on the date falling 6 months after the Services for the applicable Candidate were completed.
10. CRIMINAL RECORD DISCLOSURE
10.1 Criminal Record Checks
With regards to the Disclosure & Barring Service (“DBS”), Disclosure Scotland (“DS”) or AccessNI (“ANI”), where the Client requests the Company in its capacity as a Responsible Organisations to apply for a basic criminal record check or as a Registered Body to apply for standard, enhanced or PVG check on behalf of a Candidate it warrants to the Company that:
a. it will fully comply with the DBS, DS and/or ANI Code of Practice (“Code”), including the requirement to have a written policy on the secure handling of criminal record information and ensure all Candidates are aware of the policy at the start of the recruitment process and make available a copy of the policy to the Candidate on request.
b. it has in place a written Policy on the Hiring of Ex-offenders (“Policy”), and make available a copy of the Policy to the Candidate on request;
c. it will fully comply with the process of ensuring the true identity of the Candidate in accordance with the relevant guidelines issues by DBS,DS or ANI from time to time. Specifically in connection with basic criminal record checks applied from the DBS, ensure:
i. the Candidate has provided original documents to the Identity Verifier to prove their identity in accordance with the list of acceptable documents as published by DBS;
ii. the person named as the Identity Verifier has established the true identity of the Candidate through the face to face examination of the documents provided in (a) above; and
iii. the Identity Verifier has supplied true copies of the original documents viewed in (i) and (ii) above by uploading to the Company’s online system or as copies sent with paper screening forms.
d. where the Client requests the Company to obtain a Standard or Enhanced Disclosure or undertake a PVG check the Client agrees that it is entitled to ask exempted questions under the relevant Rehabilitation of Offenders Act or other appropriate legislation;
e. it will notify the Company who within the Client is entitled to receive Disclosure information and to promptly notify the Company of any changes.
10.2 Right to Audit
The Company has the right, subject to giving reasonable notice, to carry out an audit of the Client’s processes and procedures with regards to complying fully with the Code, ensuring it has a Policy in place and is properly carrying out identity checks and handling Disclosure Information.
11. FORCE MAJEURE
a. Neither party shall be liable for failure to perform its obligations under the Agreement as a result of events beyond its control. The party subject to this event shall undertake to notify the other party of its inability to perform its obligations within 48 hours of becoming aware of such an event.
b. Such events include, but are not limited to:
i. acts of God;
ii. strikes, lockouts or other industrial disturbances;
iii. wars, blockades, riots, epidemics, landslides, lightning, earthquakes, fires, storms, civil disturbances and terrorism;
iv. Interruption of electricity, telephone, internet or other supplies outside the control of the party subject to the event.
c. Neither party shall have the right to terminate the Agreement in accordance with Clause 7 above in such circumstances.
a. All notices must be in writing and sent by recorded-delivery, fax or in person.
b. All notices are considered to have been received as follows:
i. 48 hours after being posted to the registered address of the other party;
ii. at the time of delivery if delivered in person; or
iii. at the time of transmission if delivered by fax
a. The Agreement sets out the whole agreement between the parties and supersedes all previous negotiations, understandings and representations (whether innocent or negligent) but nothing in this clause limits or excludes any liability for fraud. Changes to the Agreement may only be made in writing and agreed by both parties.
b. The Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties. The Agreement may neither be assigned nor transferred by either party in whole or in part without the prior written consent of the other.
c. If any provision of the Agreement is held to be invalid, only such element of the provision which shall be considered invalid shall be deleted and the remainder of the Agreement shall remain in full force.
d. In all matters relating to the Agreement, the Company shall be an independent contractor. Neither the Company nor its personnel shall be deemed to be the servants, agents or employees of the Client.
e. The Agreement will be governed by the laws of England and both parties agree to the exclusive jurisdiction of the courts of England in respect of any disputes arising under the Agreement.
f. Headings to the clauses are for ease of reference only and so not form any part of the Agreement.
g. The waiver of a breach of any term or condition in the Agreement shall not constitute a waiver of subsequent breaches.
1.1. This Appendix details the service levels which the company will perform.
2.1. The Services ordered by the Client in respect of any Candidate are listed in Schedule 1 or detailed in a separate written quotation approved by the Client.
3. Service Levels
The service levels are as set out below.
3.1. Turnaround Times
Credence will work to complete the background verifications within the following, or better, timescales:
• Standard: 10 to 15 working days
3.2. It is understood that the turnaround times stated above are the maximum expected time it will take to complete the reports. In most cases we would expect to complete the reports before the expected turnaround times; however, as we rely on third parties to provide information who are outside our control we cannot guarantee turnaround times on a particular case. We do however commit to agreed Key Performance Indicators.
3.3. As part of the service level agreement Credence will work to the following guidelines as a minimum effort to achieve the results within the stated timescales:
• Requests sent out within 1 working day of receipt of request
• Minimum of 4 chases within first 10 days
• Thereafter, periodic chases up to turnaround time
• For incomplete reports an interim report issued after 15 working days.
• Between 15 and 30 days further chases will be made and report updated.
• After 30 days report closed.
3.4. Any information received after the 30 day period will be added to the closed report and resubmitted to Client.
3.5. Working days include Monday to Friday, excluding UK public holidays.
3.6. Business hours include the hours of 8.30 am to 17.30 pm, UK time, on working days.
3.7. Turnaround times commence from receipt of a completed application form and signed consent form.
3.8. Any times stated above are not of the essence.
4. Screening Process
4.1. Credence undertakes to inform Client of any adverse findings promptly after they are identified.
4.2. Where a government department or organisation charges for the provision of information, including confirmation of employment, academic or professional qualification, Credence reserves the right to recharge such fees to Client, including for overseas payments any bank charges associated with making payment of such fees. Credence undertakes to keep such costs to a minimum and notify Client in advance if the costs associated with any one screening component will exceed £50.00.
4.3. Credence will independently attempt to locate the contact information of employers or other confirming organisations and will only use applicant provided information if Credence is unable to locate any information on its own.
4.4. References will be obtained verbally, by email, fax or post. For verbal references a record will be made of the name and position within the company of the person providing the reference.
4.5. Where Gap Resolution has not been included within the package, gaps in periods of employment identified of up to 14 days will be noted in the final report. Gaps of more than 14 days will be reported to Client and an action plan agreed. Where Client wishes for Credence to resolve any gaps these will be charged at the price shown in Schedule 1 below. Where Gap Resolution has been included within the package Credence will obtain information to explain gaps of more than 14 days only using the methodology set out in Schedule 1 below.
5.1. Credence will appoint an Account Manager to provide on-going management of your account and to deal with all enquiries from yourselves.
5.2. Credence will appoint a Client Service Manager with responsibility to oversee your account and to deal with any complaints or matters that require higher level resolution.
Operations Manager: Stephanie Webster
Sales and Operations Director: Doug Beavis
6. Problem Resolution
6.1. Credence will promptly inform Client via both telephone and in writing of any problems it may experience while providing Services, including but not limited to, any problems or delays with delivery, exceeding time limits and lost materials as soon as such problems are known to Credence
6.2. Credence will work with Client to resolve all outstanding issues and complaints in a mutually agreeable manner as quickly as possible
6.3. When a complaint is made by any Client end user, Credence will:
• Record the complaint in writing
• Resolve the complaint immediately if the information or solution is available at the time of the complaint.
• Contact Client within 4 hours of receiving the complaint with a resolution to the complaint if the information or solution is not available at the time of the complaint
• Ensure reasonable measures are taken to avoid repeat occurrences
• Supply details of the complaint in writing to Client within 48 hours of the complaint, including but not limited to, an explanation of the cause of the problem and all measures taken to avoid repeat occurrences.
7.1. The Client Service Manager shall attend meetings with Client’s duly appointed representative at six monthly intervals. The meetings will consider and discuss the following:
• Review of the previous six months service levels.
• Appraisal of forthcoming requirements.
• Review of expenditure/quotations.
Updated May 2018 (v2)