Terms and Conditions

Please read these terms of service (“Terms”) carefully before registering for a subscription to use the services offered on this website operated by Info Vetted Limited of 10 Orange Street, London, WC2H 7DQ, England, company number 14729934, VAT number 484102310.

By registering online for a subscription to use the Service at https://www.infovetted.com/ and clicking on the accept buttons relating to our Terms, DPA and Privacy Policy, you agree to be legally bound by these Terms, the DPA and the Privacy Policy as they may be modified and posted on our website from time to time. In the event of any inconsistency between the content of the Terms, the DPA and the Privacy Policy, the Terms shall prevail followed by the DPA and then the Privacy Policy.

If you do not wish to be bound by these Terms, the DPA and the Privacy Policy then you may not use our Service.

You must be 18 years old in order to create an account and use the Service.

Definitions

• “Agreement” means these Terms, the DPA and the Privacy Policy (and where applicable, the DVLA Terms), together.
• “Authorised Users” means any person or entity who is authorised by You to access or use the Service.
• “Business Day” means Monday to Friday excluding any national holiday in England and Wales.
• “Business Hours” means 9 am to 5:30 pm (UK time) on a Business Day.
• “Company” means Info Vetted Ltd.
• “Confidential Information” means any and all information in whatsoever form relating to the Company or You, or the business, prospective business, finances, technical processes, computer software (both source code and object code), Content, Customer Data, IPRs or finances of the Company or You, which comes into a party's possession by virtue of its entry into this Agreement.
• “Consequential Loss” means pure economic loss, losses incurred by any Authorised User or third party, loss of profits, losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, wasted management or staff time.
• “Content” means any content that is made available or provided to You by the Company when You use the Service.
• “Customer Data” means all data imported into the Service for the purpose of using the Service or facilitating use of the Service by You or your Authorised Users.
• “DPA” means the data processing agreement published at https://www.infovetted.com/legal/data-processing-agreement as amended from time to time.
• “DVLA Services” means any DVLA driving licence checking services provided to You by the Company as part of the Service.
• “DVLA Terms” means the DVLA terms applicable to the use of any DVLA Services.
• “Effective Date” means the date on which You register online for a subscription to use the Service.
• “Feedback” means feedback, innovations or suggestions created by You or Authorised Users regarding the attributes, performance or features of the Service.
• “Fees” means the fees set out in the confirmation invoice sent to You upon acceptance of Your online order, which are based upon the prices published on our website at the time you register.
• “Force Majeure” means anything outside the reasonable control of a party, including but not limited to acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, server crashes, transportation embargo, or any act or omission of any government or government agency.
• “Initial Term” means the fixed Initial Term set out in the confirmation invoices, which commences on the Effective Date.
• “IPRs” means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights, technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights.
• “Privacy Policy” means the privacy policy published at https://www.infovetted.com/privacy-policy as amended from time to time.
• “Renewal Term” means a fixed period of the same length as the Initial Term.
• “Service” means the employee and candidate screening software applications services known as “InfoVetted”, ordered online by You and set out in the confirmation invoice.
• “Special Terms” means any specific terms that apply to any third party add-on services purchased by You from the Company during the Term.
• “Statistical Data” means aggregated, anonymised data derived from You or an Authorised User's use of the Service which does not include any personal data or Your Confidential Information.
• “Term” means the Initial Term plus any Renewal Terms together.
• “Terms” means these terms of service published at https://infovetted.com/terms-and-conditions as amended from time to time.
• “Updates” means any new or updated applications, services or tools made available by the Company as part of the Service.
• “You” means the company or person named in the online registration for a subscription to use of the Service.

Provision of the Service

You engage the Company and the Company agrees to provide the Service and Content to You and Authorised Users for the Term in accordance with the terms of this Agreement.

The Service and Content shall be made available to You and Authorised Users via the Internet during any calendar month at least 98.5% of the time on Business Days during Business Hours in accordance with the terms of this Agreement.

To access the Service, You must create a user account. You are responsible for maintaining the confidentiality of your account information, including your username and password. You agree to provide accurate, complete, and updated information during the registration process. You must be at least 18 years old to create an account.

Licences & Intellectual Property Rights

Subject to Your payment of the Fees, You are granted a non-exclusive and non-transferable, revocable licence to permit You and Authorised Users to use the Service during the Term for Your own internal business operations.

Unless permitted under applicable law, disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Service is prohibited.

You and Authorised Users may not: (i) lease, loan, resell or otherwise distribute the Service save as permitted in writing by the Company; (ii) use the Service to provide ancillary services related to the Service; or (iii) provide access to or allow use of the Service by or on behalf of any third party.

All IPRs and title to the Service and Content shall remain with the Company and/or its licensors. No interest or ownership in the Service, Content, Company IPRs or otherwise is transferred to You under this Agreement.

You shall retain sole ownership of all rights, title and interest in and to Customer Data and Your pre-existing IPRs. You grant the Company a non-exclusive licence to use Customer Data and Your IPRs to the extent required for the Company to provide the Service.

You assign all rights, title and interest in any Feedback to the Company.

You grant the Company a non-exclusive, non-transferable, revocable licence to display Your name, logo and trademarks as required in the creation of correspondence, documentation and website front ends in the provision of the Service.

Ordering, Fees, Invoicing and Payments

The Company is entitled to refuse any order placed by You. If Your order is accepted, the Company will confirm acceptance by sending a confirmation invoice to You via email.

In consideration of the provision of the Service, You shall pay the Company the Fees. Fees are exclusive of VAT.

Depending on the type of subscription that You have registered for, the Company shall invoice the Fees monthly, annually or on a “pay as you go” basis.

During the Term the Company may alter the Fees at any time, upon giving You 30 days prior notice by email. Each Fee increase will apply automatically from the start of the next Renewal Term unless you give notice of termination prior to the expiry of the 30 day period.

All invoices shall be in pounds Sterling and are payable immediately, in full, together with any applicable Value Added Tax.

Where payment of any Fee is not received on the due payment date, the Company may, without liability to You, disable Your password, account and access to all or part of the Service. The Company shall be entitled to charge interest on overdue Fees at the applicable statutory rate and reserves the right to recover any costs and reasonable legal fees incurred in recovering overdue payments.

Warranties

Each party warrants and represents that: (i) it has full corporate power and authority to enter into this Agreement and to perform its obligations; (ii) the execution and performance of its obligations under this Agreement does not violate or conflict with the terms of any other agreement to which it is a party; (iii) it shall respect all applicable laws and regulations, governmental orders and court orders.

The Company warrants to You that: (i) it has the right to license the Service and that the Service will operate to provide the facilities and functions implemented by the Company; and (ii) that by performing the Service the Company will not infringe the IPRs of any third party.

Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise, are hereby excluded to the fullest extent permitted by law.

Liability

Neither party excludes or limits its liability to the other for: (i) fraud; (ii) fraudulent misrepresentation; (iii) death or personal injury caused by any negligent act or omission; (iv) wilful misconduct; or (v) any other liability that cannot be excluded or limited by applicable law.

In no event shall the Company be liable to You for any Consequential Loss.

Subject to the above, the total liability of the Company (whether in contract, tort or otherwise), in aggregate, under or in connection with this Agreement shall not exceed one hundred (100) per cent of the total Fees paid or payable by You to the Company during the preceding twelve (12) month period, or such shorter period if the Agreement has been in place for less than twelve months.

You are liable for any breaches of this Agreement caused by the acts, omissions or negligence of any Authorised Users who access the Service.

In no event shall You raise any claim under this Agreement more than one (1) year after: (i) the discovery of the circumstances giving rise to such claim; or (ii) the effective date of the termination of this Agreement.

Indemnities

If all or any part of the Service becomes, or in the opinion of the Company may become, the subject of an IPR claim or infringement, the Company at its own expense and sole discretion may: (i) procure for You the right to continue to use the Service; or (ii) replace the Service or affected part with other suitable non-infringing service(s); or (iii) modify the Service or affected part to make the same non-infringing.

The Company shall defend, or at its option, settle any claim or suit brought against You by a third party on the basis that use of the Service infringes the third party's IPRs, provided that: (a) you notify the Company promptly of each such claim; (b) the Company is given sole control of the defence and/or settlement; and (c) You fully co-operate and provide all reasonable assistance to the Company.

You shall defend, indemnify and hold the Company and its employees, sub-contractors, suppliers or agents harmless from and against any costs, losses, fines, liabilities and expenses arising from any claim relating to: (i) any claimed infringement by You of any IPRs with respect to use of the Service outside the scope of this Agreement; (ii) use by the Company of any Customer Data that results in a third party claim; (iii) the Customer's breaches of applicable data protection law or the terms of the DPA; and (iv) any breach of the terms of this Agreement by an Authorised User.

Term and Termination

This Agreement starts on the Effective Date and continues for the Initial Term. Upon expiry of the Initial Term the Agreement automatically renews for successive Renewal Terms until either party terminates the Agreement.

You may terminate the Agreement for convenience, at any time after expiry of the Initial Term, by giving 30 days written notice prior to the start of any Renewal Term.

The Company may immediately terminate this Agreement by giving written notice if: (i) You use or permit use of the Service in breach of the terms of this Agreement; or (ii) the Company is prohibited, under applicable law, from providing the Service.

Either party shall be entitled to terminate this Agreement at any time by giving written notice to the other party if the other party: (i) goes into liquidation or has a receiver or administrator appointed or is unable to pay its debts; or (ii) commits a material breach of any term of this Agreement which, if capable of remedy, is not remedied within five (5) Business Days of receipt of written notice; or (iii) is prevented by Force Majeure from fulfilling its obligations for more than 28 days.

Upon termination: (i) the Company shall immediately cease providing the Service; (ii) all licences granted shall terminate; (iii) You shall promptly pay the Company all unpaid Fees for the remainder of the Term. No Fees already paid shall be refunded if the Agreement is terminated prior to the end of the Initial Term or a Renewal Term, unless You terminate solely due to the Company's material breach, in which case a pro-rated refund shall be made within 30 days; (iv) at Your option, the Company shall delete or return all Customer Data stored in its database, free of charge, provided that such request is made within 30 days of termination.

Confidential Information

Each party shall use the Confidential Information of the other party only for the purposes of this Agreement and must keep all Confidential Information confidential, except where required to disclose it by law or to any regulatory or governmental authority.

Each party may disclose the Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of this Agreement, provided those employees or agents are bound by equivalent confidentiality undertakings.

Both parties agree to return or destroy all documents, materials or data containing Confidential Information of the other party without delay upon completion of the Service or termination or expiry of this Agreement.

Data Protection

Each party undertakes to comply with its obligations under relevant applicable data protection laws.

To the extent that personal data is processed when You or an Authorised User use the Service, the parties acknowledge that the Company is a data processor and You are a data controller and the parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA.

Where the Company collects and processes personal data from You or Authorised Users as a data controller when providing the Service, such collection and processing shall be in accordance with the Privacy Policy.

Security

You must ensure that each password is only used by the Authorised User to which it has been assigned. You are responsible for any and all activities that occur under Your account and via Your passwords. You will immediately notify the Company if You become aware of any unauthorised use of Your account or passwords or if any other breach of security becomes known to You.

The Company may suspend access to the Service at any time if, in the Company's sole reasonable discretion, the integrity or security of the Service is in danger of being compromised.

Customer Data

Any Customer Data imported into or used within the Service must not: (i) be unlawful or otherwise objectionable, including but not limited to content that is abusive, threatening, harassing, defamatory or fraudulent; (ii) be intended to promote or incite violence; (iii) contain viruses or any other software or instructions that may damage or disrupt other software, computer hardware or communications networks; (iv) impersonate other people, particularly employees and representatives of the Company; (v) use the Service for unauthorised mass-communication such as “spam” or “junk mail”.

The Company has the right, but not the obligation, to pre or post-screen Customer Data and reserves the right to remove any Customer Data without notice. You are solely responsible for all Customer Data made available or used within the Service.

Third Parties

Nothing contained in this Agreement is intended to be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999.

Force Majeure

If a party is wholly or partially prevented by Force Majeure from complying with its obligations under this Agreement, that party's obligation to perform in accordance with the terms of this Agreement will be suspended. As soon as practicable after an event of Force Majeure arises, the party affected must notify the other party. If the Force Majeure event lasts for more than 28 days the non-defaulting party may terminate this Agreement with immediate effect without penalty.

Miscellaneous

Should a provision of this Agreement be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision.

This Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.

No party may assign, transfer or subcontract its rights under this Agreement without the prior written consent of the other party. However, the Company shall be entitled to assign the Agreement to: (i) any company in the Company's group of companies; or (ii) any entity that purchases the shares or assets of the Company as the result of a merger, takeover or similar event.

You and the Company are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship.

Amendments to, or notices to be sent under this Agreement, shall be in writing and shall be deemed to have been duly given if sent by registered post or email. All notices to the Company shall be sent to info@infovetted.com. Notices will be deemed received: (i) 3 days after posting if sent by first class post; (ii) on the day of sending if an email is sent on a Business Day; (iii) on the next Business Day if an email is sent on a weekend or public holiday.

The Company may change or modify the terms of this Agreement upon giving You 30 days notice via email. All changes shall be deemed to have been accepted by You unless You terminate the Agreement prior to the expiry of such 30 day period.

This Agreement shall be governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.