These Terms and Conditions contain all the terms which will govern the relationship of the parties and the provision of Services.
In this agreement the following definitions shall apply:
Agreement – the Terms and Conditions along with any Appendices and schedules thereto.
The Company – Credence Background Screening Limited of 1 Suffolk Way, Sevenoaks, Kent TN13 1YL (Registered No. 2998939)
The Client – the client names in Appendix A.
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 this agreement.
Services – the services detailed in Appendix A to these terms and conditions, including any draft or final report detailing the information obtained as a result of the Services.
a. These terms and conditions shall commence on the date of signature and continue in force until terminated in accordance with Clause 6.
2. THE SERVICES
a. The Company will provide the Services as set out in Appendix A
b. The Company warrants that it will perform the Services in a competent and professional manner, using reasonable skill and care.
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.
a. 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 unless the pricing schedule included in Appendix A states otherwise.
b. 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 (whether before 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.
c. 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.
d. Other than as detailed in Appendix A the Company may increase its prices by giving 60 days written notice to the Client.
a. Nothing in this Agreement shall exclude or in any way limit either party’s liability for death or personal injury caused by its negligence.
b. The Company’s maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, will not exceed the value of fees in the preceding year or £1,000, whichever is the greater.
c. The Company will not be liable under this Agreement for any loss of actual or anticipated income or profits, loss of contracts or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
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.
5. 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.
a. This Agreement may be terminated by either party giving the other at least three months’ written notice.
b. Immediately upon serving written notice of termination to the other if that other is in material breach of any of its obligations under this 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. 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.
7. DATA PROTECTION
a. Both the Company and the Client agree that in relation to providing and using the Services, they will both comply with the terms of the Data Protection Act 1998, including any amendments thereto. For the purposes of this Agreement the Company is the Data Processor and the Client is the Data Controller, as defined within the Data Protection Act 1998.
b. The Company will promptly notify the Client where a candidate makes a request for access to personal data, without responding to that request.
c. Unless otherwise agreed the Company shall destroy all candidates’ personal data in a suitably secure manner, not later than 12 months from the month in which the Services were completed.
8. CRIMINAL RECORD DISCLOSURE
Where the Client requests the Company to obtain a Standard or Enhanced Disclosure the Client agrees that:
a. It is entitled to ask exempted questions under the Rehabilitation of Offenders Act (ROA) 1974 Exceptions Order 1975;
c. Has in place a written policy on the hiring of ex-offenders, a copy of which must be made available to the Company, on request;
d. Will comply with the DBS’s Code of Practice, including any amendments thereto, to include but not limited to:
i. Ensuring the accurate identity of the applicant prior to submission of the application form to the Company;
ii. Ensuring the person undertaking the identification is suitable and trained accordingly;
iii. Securely handling and storing disclosure information;
iv. Not reproducing the Disclosure or information contained therein;
v. Only to share the Disclosure information with relevant individuals in the course of their specific duties relevant to the hiring or vetting process;
vi. To dispose securely of the Disclosure information immediately it has been used for the purpose for which it was obtained; and
vii. Not revealing to the applicant any Additional Information or the existence of Additional Information (Additional Information is applicable only to Enhanced Disclosures and is sent under separate cover to the Company).
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; and
f. The Company has the right, subject to giving 5 working notice, to carry out an audit of the Client’s procedures and processes with regards to handling Disclosure Information.
9. FORCE MAJEURE
a. Neither party shall be liable for failure to perform its obligations under this 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 this 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. This Agreement sets out the whole agreement between the parties and supersedes all previous negotiations, understandings and representations. Changes to this Agreement may only be made in writing and agreed by both parties.
b. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties to this Agreement. This 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 this 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 this 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. This 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 this Agreement.
g. The waiver of a breach of any condition in this Agreement shall not constitute a waiver of subsequent breaches.
1.1. This Service Level Agreement (SLA) is made pursuant to the Terms and Conditions (“Agreement”) made between Credence Background Screening Limited (“Credence”) and Client (“Client”). Words and expressions defined in the Agreement shall have the same meaning in this SLA unless otherwise defined.
1.2. This Service Level Agreement (SLA) specifies the basic minimum level of service that Credence will provide. Credence will use its best effort to exceed these levels of service.
2. Service Levels
2.1. The service levels are as set out in Schedule 1.
3.1. Prices are as set out in Schedule 1 and all prices quoted are excluding VAT.
3.2. Prices for Services within the SLA are guaranteed by Credence for the 12 months from the date of the Agreement and will be amended by the RPI each anniversary thereafter.
3.3. Requests for screenings cancelled within 24 hours will not be charged, thereafter and up to 3 working days 75% of the fee will be charged. After 3 working days the full price will be charged.
4. Order Submission
4.1. The preferred method to submit orders to Credence will be using the “Credence On-line” platform with the submission of a completed and approved application form. Submission by fax, email or post will also be accepted.
4.2. Included with each order will be a consent form, signed by the candidate. Electronic copies to be uploaded to Credence On-line or emailed to Credence.
4.3. Credence will only receive orders from and deliver completed reports to authorised Client personnel as notified to Credence.
4.4. Where candidate contact is permitted, Credence will seek to obtain any missing information directly from the candidate. Where Credence have been unable to contact the candidate or after having contacted the candidate they have failed to provide the additional or missing information, the application form will be returned to Client within 1 working day from the time the candidate was last contacted, but in any event not later than 3 working days of initial receipt by Credence.
4.5. Where candidate contact is not permitted and there is missing information on the application form, Credence will contact the Client and, if necessary, return the application form to Client within 1 working day of receipt by Credence.
5. Turnaround Times
5.1. Credence will work to complete the background verifications within the following, or better, timescales:
• Standard: 10 to 15 working days
5.2. 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.
5.3. 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.
5.4. Any information received after the 30 day period will be added to the closed report and resubmitted to Client.
5.5. Working days include Monday to Friday, excluding UK public holidays.
5.6. Business hours include the hours of 8.30 am to 17.30 pm, UK time, on working days.
5.7. Turnaround times commence from receipt of a completed application form and signed consent form.
6. Screening Process
6.1. Credence undertakes to inform Client of any adverse findings immediately they are identified.
6.2. 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.
6.3. 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.
6.4. 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.
6.5. 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.
7.1. Credence will appoint an Account Manager to provide on-going management of your account and to deal with all enquiries from yourselves.
7.2. 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
8. Problem Resolution
8.1. 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
8.2. Credence will work with Client to resolve all outstanding issues and complaints in a mutually agreeable manner as quickly as possible
8.3. 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.
9.1. 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.
10.1. Credence will invoice a consolidated monthly invoice with a breakdown of the following per pre-employment check:
• Cost centre