a) Some words and phrases used in these Terms and Conditions have special meanings. These meanings are set out below.
“Application Information” means Information the Client receives from potential job applicants or current employees, and that is given to CVI so that it can perform the Services.
“Charges” means the fees the Client pays for the Services. These are CVI’s published standard rates (unless otherwise agreed by CVI in writing).
“Client” means the person, firm or company that CVI accepts as an account holder for the Services, as defined and agreed by the Client.
“CVI” means CV Insight Ltd (registered number 5946060). Registered office: 1 Old London Road, St Albans, Herts, AL1 1QE, UK.
“Data Protection Legislation“ (i) unless and until the General Data Protection Regulation ((EU) 2016/679) is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) (“the GDPR”) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.”
“Information” means the results, reports and the information that CVI gives the Client, including any information that does not directly relate to the Services.
“Pricing Schedule”; means the schedule attached to these Terms and Conditions, or any other schedule agreed by the Client and CVI, which contains details of the Client’s use of the Services and refers to these Terms and Conditions.
“Services” means the candidate verifier services CVI provides to the Client.
“Website” means the website at www.cvinsight.co.uk or another website through which CVI delivers the Services.
b) The headings used in these Terms and Conditions are for convenience only and do not affect these Terms and Conditions.
2. Formation of Contract
The Client’s order, as set out in the Order Form, constitutes an offer by the Client to purchase the Services specified in these Terms and Conditions. No offer placed by the Client shall be accepted by CVI other than by written acknowledgement issued and executed by CVI or (if earlier) by CVI starting to provide the Services, when a contract for the supply and purchase of those Services on these Terms and Conditions will be established.
3. Commencement and Duration
No contract subsists until CVI accepts the Client’s order. CVI may choose not to accept the Client’s order for any reason. CVI reserves the right to withdraw any goods/services at any time. All prices are subject to change at any time prior to a contract being entered into and are subject to change without notice. CVI will not be liable to the Client or anyone else for refusing to accept an order, withdrawing any goods/services or changing any prices. CVI retains the right to revoke the Client’s right to continued use of the Services at its discretion.
4. CVI Obligations
a) CVI shall use reasonable action to provide the Services in accordance to all material respects within the Order Form.
b) CVI shall use reasonable action to meet any performance dates (if any) specified in the Order Form, but any such dates shall be estimates only.
5. Client Obligations
The Client shall:
Co-operate with CVI in all matters relating to the Services;
a) Provide, in a timely manner, such Client Information as CVI may request and ensure that it is accurate in all material respects;
b) Obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Services and the use of the Client Information and the Report Information, including but not limited to consent required in accordance with clause 12 below.
c) If CVI’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, sub-contractors or employees, CVI shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
d) The Client shall not, without the prior written consent of CVI, at any time from the date of the Contract to the expiry of six months after the last date of supply of the Services, solicit or entice away from CVI or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of CVI in the provision of the Services.
6. Charges and Payment
a) Full payment is required in advance with all orders unless a genuine credit account has been set up. CVI reserves the right to allow time for bank clearance for payments made by cheque. In general this would only apply where there have been previous problems with payment.
b) 100% of the Service price is payable in full within 30 days of the date on which the Client receives CVI’s invoice or by direct debit to CVI’s chosen bank account (as set out in the application form), unless the Pricing Schedule says otherwise.
c) All costs incurred by CVI from third parties to release information to form part of the Service, will only be passed on subject to prior consent from the client. These will be passed onto the Client at cost.
d) Without prejudice to any other right or remedy that it may have, if the Client fails to make payment on CVI’s due date, CVI may charge interest on any overdue such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of HSBC Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and CVI may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.e). Payment of all outstanding sums will be payable to CVI under the Contract and shall become due immediately on its termination, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
f) CVI may, without prejudice to any other rights it may have, set off any liability of the Client to CVI against any liability of CVI to the Client.
g) Once an order has been accepted by CVI, it is not possible to cancel it. That is to say, CVI is not able to grant refunds for orders which have been accepted and for which service has commenced. Specific items which are not prepared until a completed order is ‘dispatched’ may be cancelled whilst an order is still in progress and before they have been prepared. However, this is subject to a £10 administration charge.
h) All amounts payable to CVI do not include Value Added Tax (VAT) or any other charge which will be charged at the rate that applies at that time.
7. Intellectual Property and Other Property Rights
The copyright, database or other similar rights on this Website and its information and content, belongs to CVI. The Client may make hard copies of the information for personal or internal business use only, but must not remove any trademark, copyright and other proprietary notices from any material downloaded. Otherwise, the Client may not reproduce, distribute or transmit to any other person, or incorporate in any way into any document or other material, the information and content of the Website without prior written approval of CVI.
Except where provided or directed on the Website, the Client must not modify or reproduce or publicly display any material, or transfer it to anyone else unless the Client agrees to accept and act in accordance with these Terms and Conditions.
a) The Client shall keep in strict confidence all information of a confidential nature concerning CVI’s business or its services which the Client may obtain. The Client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Client’s obligations to CVI, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Client.
b) This condition 8 shall survive termination of the Contract, however arising.
a) You must follow any rules and guidelines that apply to the way in which we provide the services. We will make sure that the information is secure.
b) Each user will be given an individual identification, which we call ‘User ID’. Only the person to whom it is issued may use the User ID. The User ID cannot be transferred to or used by other users.
c) We refer to account numbers, identification codes and passwords (including the User ID) used to access the services as ‘Client ID’.
d) You are responsible for making sure that you keep your Client ID secure. We will not be responsible for any losses arising from anyone using your Client ID, whether authorised by you or not. We can give you a new Client ID at any time. Any new Client ID will apply 24 hours after we give you the new Client ID.
e) You also agree that you will:
maintain appropriate technical and organisational security measures and procedures to prevent your Client ID being accidentally given to or used by unauthorised people;
tell us as soon as you become aware that anyone has found out or used your Client ID without your permission, or if any equipment you use to access the services is stolen; and
be responsible for all charges connected to the Client ID, whether or not you agree to these charges.
f) We may cancel or suspend your use of the Client ID if:
you break any of your obligations under these conditions; or
we are told about, or become aware of, any unauthorised or improper use of your Client ID (either by you or by someone else), or that any equipment you use to access the services has been stolen.
a) CVI uses all reasonable skill and care to provide the Services. However, the Client agrees that it is reasonable for CVI to limit its liability.
b) CVI is not liable for any loss of earnings, profits, savings or business or personal opportunities or for any other loss that is consequential on any alleged breach of duty by CVI.
c) CVI acts on the information supplied by the Client and by referees in providing services. CVI is not liable for any losses, claims, expenses, damages or liabilities that the Client may endure as a result of any inaccuracy in, or omission from, information supplied by the Client, third parties or by referees or for the consequence of its reliance on that information as being true, complete and fair.
d) The obligation of CVI is limited to requesting verification from referees of facts comprised in CVs to the extent it has agreed to do so and reporting on the outcome of such requests. CVI cannot guarantee, represent or warrant that those facts or the answers or comments of referees are or will be current, complete, true, accurate, balanced or fair, irrespective of the response received (if any) or of the contents of its report and is not responsible for them.
e) Whilst CVI sends requests and enquiries to referees using information, names and contact details supplied by the Client, CVI is not obliged to verify that information or the identity, contact details or status of referees whom it contacts and is not liable for the fraud, dishonesty, forgery, misrepresentation or impersonation of or by any persons whom it contacts, or from whom it receives a response, or any other person.
f) All information has been obtained from third parties and is presented in good faith; no responsibility can be accepted in respect of errors by third parties. This verification in no way seeks to comment as to the suitability or otherwise of the subject for any employment. No guarantee can be given that a reply will be forthcoming from any reference contact source however sought. CVI shall also pass on any verbal comments made by third parties regarding the employment candidate on the basis that it is up to the Client to appreciate the information has been made verbally and if the Client chooses to rely on such verbal information, it is at its own risk.
g) Nothing in these Terms And Conditions limits CVI’s liability for the following:
(i) death or personal injury caused by our negligence;
(ii) fraud or fraudulent misrepresentation; or
(iii) any other liability that cannot be limited or excluded by law.
h) Subject to clause 10g), CVI’s total liability to you for all losses arising under or in connection with the contract (including under clause 12), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed £2,000,000.00 (two million pounds).
11. Application Information
The Client grants CVI a royalty-free, non-transferable, continuous license to use the Application Information. CVI can use the Application Information to improve the databases CVI uses to provide the Services and any other database’s, including those CVI uses to provide similar services and other risk and fraud-prevention services to others.
12. Data Protection
(a) CVI and the Client shall comply with all applicable requirements of the Data Protection Legislation and all other regulations and requirements relating to data protection in connection with the Services and the use of the Report Information. This clause 12(a) 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 providing CVI with certain personal data and is the data controller in respect of that personal data; and CVI is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Schedule 1 sets out the scope, nature and purpose of processing by the Provider, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject. CVI shall not be liable to the Client in respect of the verification of original documentation collected and witnessed by the Client and sent to CVI by the Client.
(c) Without prejudice to the generality of clause 12 (b), the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to CVI for performance of the Services for the duration and purposes of this agreement in such form as CVI may require.
(d) Without prejudice to the generality of clause 12(b), CVI shall, in relation to any Personal Data processed in connection with the performance by CVI of its obligations under this agreement:
(i) process that Personal Data only on the written instructions of the Client unless CVI is required by the laws of any member of the European Union or by the laws of the European Union applicable to CVI to process Personal Data (Applicable Laws). Where CVI is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, CVI shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit CVI from so notifying the Client;
(ii) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, 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);
(iii) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(iv) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the candidate has been obtained and the following conditions are fulfilled:
I. the Client or CVI has provided appropriate safeguards in relation to the transfer;
II. the data subject has enforceable rights and effective legal remedies;
III. CVI complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
IV. CVI complies with reasonable instructions notified to it in advance by the candidate with respect to the processing of the Personal Data;
(v) 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;
(vi) notify the Client of any breach of this clause 12 within 48 hours of CVI or a member of CVI’s personnel becoming aware of such breach;
(vii) at the written direction of the Client or the candidate, delete or return Personal Data and copies thereof to the candidate on termination of the agreement unless required by Applicable Law to store the Personal Data; and
(viii) maintain complete and accurate records and information to demonstrate its compliance with this clause 12.
(e) The Client consents to CVI appointing the third party processors as confirmed to the Client when the Client’s order is placed, or provided on requested prior to order as a third-party processor of Personal Data under this agreement. CVI confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 12. As between the Client and CVI, CVI shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 12.
(f) The Client acknowledges that the completion of the Services is dependent on the candidate providing necessary consent to CVI to process their personal data and if the candidate shall withdraw or vary their consent at any time, CVI shall not be liable for failure to provide the Services or rendering incomplete Services to the Client.
(g) CVI shall seek specific consent from the candidate in the event that the Client seeks a DBS check on the candidate and shall provide the nature of the processing and the justification for processing at the time consent is sought from the data subject.
(h) Either party may, at any time on not less than 30 days’ notice, revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
(i) CVI shall allow the Client and its respective auditors or authorised agents to conduct audits or inspections during the term of the agreement. During such audits and / or inspections, CVI shall provide access to its premises, resources, personnel or the personnel of any relevant sub-contractors used in connection with the provision of the services and the information maintained in accordance with clause 12.d(viii). CVI shall provide all reasonable assistance in order to assist the Client in exercising its rights under this clause.
a) CVI may terminate the agreement to supply the Services at any time and without notice if it is breached in any way. The Client may terminate the Services at any time by giving CVI not less than three working days written notice.
b) In the event of termination of the agreement or services in any circumstances:
i) The Client must pay to CVI all fees and charges that have fallen due and return (or, at CVI’s election, permanently destroy or delete) all reports, documents, information, copies and records provided under the agreement, including any in hard or readable electronic or magnetic form, and
ii) The Client’s accrued obligations to CVI and its remedies, are otherwise unaffected by termination of the agreement or services as above or by any time, indulgence or waiver given by CVI.
14. Force Majeure
CVI shall have no liability to the Client under the Contract if it is prevented from or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control including where information required to provide the Services is unavailable.
15. Jurisdiction/Governing Law
These Terms and Conditions are governed by and interpreted in accordance with the Laws of England and Wales. The Client agrees that only the English Courts will have jurisdiction in any dispute arising from the use of the Website. If any provision in these Terms and Conditions is found to be unlawful, void or unenforceable for any other reason, that provision will be considered severable from the remaining provisions and will not affect their validity and enforceability
No variation of the Contract or these Terms and Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
a) A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
Each provision of these Terms and Conditions shall be construed separately and independently of each other and the validity of any one part shall not affect the validity of any other part. This is subject only to the provision that where a particular term(s) is/are declared void, under the Unfair Terms in Consumer Contracts Regulations 1999, the contract will only continue to bind the parties if it is capable of continuing in existence without the unfair term(s).
19. Third Party Rights
Only the Client and CVI have legal rights under these Terms and Conditions. Under the Contract (Rights of Third Parties) Act 1999, no-one else will be able to enforce any part of these Terms and Conditions.
a) All notices must be in writing and sent by recorded-delivery post, fax or e-mail. If CVI writes to you, CVI will use the address, fax number or e-mail addresses that the Client gives in their application to receive the Services. The Client can write to CVI at the address shown on the website.
b) All notices are considered to have been received:
- Two working days after being posted if posted to the correct address;
- One hour after being sent if sent by fax to the correct fax number;
- One hour after the person it is addressed to starts work if sent by fax outside their normal working hours; and
- When a receipt notice is received if sent by e-mail to the correct e-mail address.
21. Changes to Terms and Conditions.
No variation of these Terms and Conditions shall be effective unless it is in writing and signed by or on behalf of each party. CVI shall notify the Client of any proposed changes to the Terms and Conditions and such notice shall include sufficient information for the Client to identify all proposed changes to the Terms and Conditions.
CVI 807 June 2018