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1. DEFINITIONS

In these Terms of Service the following definitions shall apply:

  • Agreement: these Terms of Service.

  • Business Day: a day other than Saturday, Sunday, a public or bank holiday.

  • Candidate: the subject of the Services.

  • Client: the customer to whom Reed is providing the Services.

  • Data Protection Laws: means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) (“GDPR”); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

  • Fees: the fees as set out in the Order.

  • Force Majeure means any event beyond the reasonable control of a party.

  • Intellectual Property Rights: copyright, database right, patents, registered and unregistered design rights, registered and unregistered trademarks, and all other industrial, commercial or intellectual property rights existing in any jurisdiction in the world and all the rights to apply for the same.

  • Order: an order for Services placed with Reed by the Client.

  • Reed: Reed Specialist Recruitment Limited, a registered provider of criminal record and background screening services.

  • Required Information: the information required by Reed to perform the Services, whether such information is provided by the Client or a Candidate and whether such information is provided to Reed or a Third Party Service Provider.

  • Results: the various outputs generated by the performance of the Services.

  • Report: a document collating the Results, together with relevant ancillary information.

  • Services: the screening services as described in the Order.

  • Third Party Service Provider: a third party which has access to a database or other records that may be relevant to any Candidate and on whom Reed relies on to perform any part of the Services.

  • Website: Reed’s website dedicated to the Services, together with its associated software and systems.

2. THE SERVICES

  • 2.1 Reed will provide the Services in accordance with this Agreement, using reasonable skill and care.

  • 2.2 By submitting an Order, the Client accepts these Terms of Service.

  • 2.3 The Client shall be solely responsible for assessing the Results and determining a Candidate’s suitability for employment or otherwise providing services to the Client.

  • 2.4 Reed will not be in breach of this Agreement if it fails to procure the Required Information from relevant third parties (including Third Party Service Providers and referees) who are not obliged to supply such information.

  • 2.5 The Client agrees that Reed cannot guarantee the reliability or authenticity of and shall not be liable for information supplied by third parties (including Third Party Service Providers and referees).

  • 2.6 Reed may sub-contract parts of the Services without relieving itself of its obligations under this Agreement for which it remains primarily responsible. For the avoidance of doubt, Third Party Service Providers are not sub-contractors.

  • 2.7 Reed shall deliver the Report on completion of the screening process. In the event that any Required Information is outstanding or the screening process cannot be completed for any reason other than Reed’s negligence or default, Reed shall provide the Report to the Client but without the relevant Results, which Reed will highlight. The Client shall nevertheless pay the full amount for such Report.

  • 2.8 Reed shall be under no obligation to provide any Services until it has received the Fees.

3. CLIENT RESPONSIBILITIES

  • 3.1 The Client shall, and where relevant shall procure that Candidates shall provide Reed with the Required Information.

  • 3.2 The Client shall provide all other reasonable assistance required by Reed to comply with its obligations under this Agreement.

  • 3.3 The Client shall not deal, sell, transfer or make available the Results, Report or the Services to any third party for any purpose or use the Results, Report or Services for the benefit of any third party.

  • 3.4 The Client shall not alter, modify, or adapt the Results, Report or Services.

  • 3.5 If any third party makes any claim against Reed arising from the Client’s use of the Results, the Client shall indemnify Reed against any and all liabilities, losses, damages, costs and penalties arising from such claim.

  • 3.6 Where applicable, the Client shall strictly adhere to any Third Party Service Provider policies as provided to the Client by Reed.

  • 3.7 Where the Client is not engaging Reed to perform Identity and Right to Work checking services (“AssuredID”), the Client shall verify the identity of a Candidate. For the purposes of such verification the Client shall inspect each Candidate’s identity documentation, which shall be in original form. Upon verification of the Candidate’s identity, the Client shall confirm the performance of its obligations under this Clause 3.7.

  • 3.8 Where Reed is engaged to perform AssuredID services, the Client is responsible for ensuring that the identity of the Candidate checked by Reed matches to the individual who is claiming it.

4. PAYMENT

  • 4.1 In consideration of the performance of the Services, the Client shall pay the Fees as set out in the Order.

  • 4.2 VAT shall be payable at the applicable rate.

  • 4.3 Where any Third Party Service Provider imposes a charge that is not set out in the Order or the performance of the Services necessarily incurs a charge not set out in the Order (“Excess Charge”), Reed will not proceed with that Service until the Client has instructed Reed in writing and agreed payment of that Excess Charge.

5. DATA PROTECTION

  • 5.1 For purposes of the Data Protection Laws, Reed is the data processor and the Client is the data controller.

  • 5.2 Both parties warrant that they shall comply with their respective obligations under the Data Protection Laws.

  • 5.3 The Client’s obligations with regard to processing are as follows:

    • 5.3.1 Taking into account the nature, scope, context and purposes of the data processing as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons, the Client shall implement appropriate technical and organisational measures to ensure and to be able to demonstrate that the processing is performed in accordance with the GDPR. Those measures shall be reviewed and updated where necessary.

    • 5.3.2 Where proportionate in relation to processing activities, the measures referred to in clause 5.3.1 shall include the implementation of appropriate data protection policies by the Client.

    • 5.3.3 The Client shall implement appropriate technical and organisational measures for ensuring that, by default, only personal data which is necessary for each specific purpose of the processing are processed. This obligation applies to the amount of personal data collected, the extent of the processing, the period of storage and accessibility. In particular, such measures shall ensure that by default personal data is not made accessible to an indefinite number of natural persons.

  • 5.4 Reed shall:

    • 5.4.1 process personal data only on documented instructions from the Client;

    • 5.4.2 ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

    • 5.4.3 take all measures required pursuant to Article 32 of the GDPR, namely to implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk to the rights and freedoms of natural persons;

    • 5.4.4 respect the conditions referred to in paragraphs 2 and 4 of Article 28 of the GDPR for engaging another processor, namely that such processor may not engage a sub-processor without the prior authorisation of the Client. Where a sub-processor is engaged, such sub-processor must be subject to the same contractual terms as set out in this clause 5.4;

    • 5.4.5 assist the Client by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Client's obligation to respond to requests for exercising any data subject's rights laid down in Chapter III of the GDPR;

    • 5.4.6 assist the Client in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, relating to security of processing, personal data breaches and data protection impact assessments;

    • 5.4.7 at the choice of the Client, delete or return all relevant personal data to the Client after the end of the provision of Services, and delete existing copies unless applicable law requires storage of such personal data; and

    • 5.4.8 make available to the Client all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by the Client.

  • 5.5 The details of the processing under this Agreement are as follows:

    • 5.5.1 Subject matter and duration of processing: the processing is required in order to conduct pre-employment screening checks on Candidates who are or potentially will be employed or engaged by the Client. A Candidate will only be screened once by Reed (or relevant Third Party Service Provider).

    • 5.5.2 Nature and purpose of the processing: the processing consists of using the Candidate's personal data to perform pre-employment or in-employment checks and vetting, including without limitation: Right to Work / ID Checks / Address Verification / Referencing (including regulated referencing) / Higher Education / Professional Registration Checks / CIFAS / Police Checks (basic, standard and enhanced) / Occupational Health Checks / Credit Checks / Sanctions Checks / Directorship Checks / Social Media Checks / Adverse Media Checks / DVLA Checks / International Credit and Criminal Checks / Activist List Checks.

    • 5.5.3 Type of Personal Data and categories of data subjects: Name History, Address History, Date of Birth. Town of Birth, Nationality, NI Number, Mothers Maiden Name, Work / Activity History, Financial Supporter Contact Details, Contact Details, Copies of and other documents (eg proof of qualifications / bank statements), Personal Referee Details, Declaration of financial / criminal activity (where relevant), medical information where a assessment is requirement, qualifications (if relevant to role) details / highest education details / Registration details of professional bodies / Directorship Declarations. The data relates to Candidates who are or may be employed or engaged by the Client.

6. WARRANTIES

  • 6.1 The Client acknowledges that the Reports and Results may include information and/or data provided by third parties or which is publicly available. Accordingly, Reed does not give any warranty regarding the fitness for any particular purpose of the Results and/or the Report or the accuracy of the Results and/or Report.

  • 6.2 The only warranties given by Reed are as set out in this Agreement. All warranties, representations or terms of equivalent effect which might be implied into this Agreement by law are excluded to the fullest extent permitted by law.

7. INTELLECTUAL PROPERTY

  • 7.1 All Intellectual Property Rights in the Report will remain vested in Reed.

  • 7.2 Subject to any obligation of confidentiality agreed between the parties and any rights of third parties, Reed grants to the Client a royalty free, non-transferable, non-exclusive licence to use the Website to the extent necessary for the Client to benefit from the Services. Such licence shall terminate automatically on termination or expiry of this Agreement. The Client is not granted any other intellectual property right belonging to Reed and shall not infringe the same.

  • 7.3 The Client grants Reed a royalty-free, non-transferable, non-exclusive licence to use any intellectual property supplied by the Client in order for Reed to perform the Services. Such licence shall terminate automatically on termination or expiry of this Agreement.

8. CONFIDENTIALITY

  • 8.1 Subject to clause 8.2, each party shall treat as confidential all information received or obtained as a result of entering into or performing this Agreement and which is designated confidential or which ought reasonably to be regarded as confidential.

  • 8.2 Neither party shall at any time divulge, disclose, or otherwise furnish to any third party any confidential information, except in the following circumstances:

    • 8.2.1 where the other party has given its prior written consent;

    • 8.2.2 where disclosure is necessary in the proper performance of this Agreement, including disclosure to the relevant party’s professional advisors;

    • 8.2.3 where disclosure is required by law or by order of court, police, government or other similar authority or by the rules of any relevant regulatory body;

    • 8.2.4 where the information is in the public domain otherwise than by a breach of this clause 8; or

    • 8.2.5 where the information is already in the lawful possession of the relevant Party.

9. LIMITATIONS OF LIABILITY

  • 9.1 Nothing in this Agreement shall be construed so as to limit or exclude either party’s liability for fraud, death or personal injury by negligence, or any other liability which by law cannot be excluded or limited. Reed’s liability in respect of each Order shall not exceed the aggregate fees paid in respect of such Order. Alternatively, the Client may negotiate a higher liability in consideration of higher fees.

  • 9.2 Subject to the above, under no circumstances shall Reed be liable for any indirect, consequential, economic or special loss or damage of any kind howsoever arising and howsoever caused, or for any loss of profits, revenue, business, opportunity, goodwill, interest or savings (whether direct or indirect) howsoever arising and howsoever caused.

  • 9.3 The Client acknowledges and agrees that Reed shall not be liable for any claim made by a Candidate against the Client on the basis of the Client’s decision making.

10. TERMINATION

  • 10.1 Either party may terminate this Agreement forthwith by written notice if the other party commits a material breach which is incapable of remedy, or fails to remedy any breach within ten Business Days of receiving notice of such a breach.

  • 10.2 Either party may terminate this Agreement forthwith by written notice if the other party is or is about to become insolvent or unable to pay its debts, ceases or is about to cease trading, has a petition for its winding up presented which is not discharged within fourteen days, enters into any arrangement or composition with its creditors or takes or suffers any similar action in consequence of debt.

  • 10.3 Termination of this Agreement for any reason shall be without prejudice to any rights accrued to either party prior to or on such termination.

  • 10.4 Without prejudice to the provisions above, upon termination of the Agreement for any reason, Reed shall be entitled to payment for all work carried out which the Client has not yet paid for and any unavoidable commitments and expenses made.

11. CANCELLATION

  • 11.1 Should an Order be cancelled by the Client, the Client shall pay a cancellation fee of 25% of the relevant Fee plus the fees for any screening checks already processed by Reed.

  • 11.2 Reed reserves the right to cancel any Order at any time in its sole and absolute discretion. In this event, the Client will be refunded in full.

12. GENERAL

  • 12.1 Changes to this Agreement shall only be valid if made in writing and signed by or on behalf of each of the parties.

  • 12.2 This Agreement does not authorise either party to act as an agent for or in the name of or on behalf of or to bind the other in any way, nor does it create a partnership or joint venture of any kind between them.

  • 12.3 Both parties agree to sever from this Agreement only those provisions held to be unenforceable or invalid.

  • 12.4 Neither party may assign or transfer or in any way make over any of its rights or obligations without written consent of the other party.

  • 12.5 This Agreement shall be governed by laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

  • 12.6 Neither party shall be liable for any delay or failure in the performance of its contractual obligations caused by Force Majeure, provided that the party claiming Force Majeure promptly notifies the other party of the Force Majeure.