Version 1.6 updated 01/01/2023

1. Definitions

Authorised User is an employee or worker of the Customer who has been issued with login credentials to access the Portal on behalf of the Customer (such individuals are deemed to have authority on behalf of the Customer).

Candidate means a Data Subject who is a current or prospective candidate (whether on a permanent employment basis, temporary/fixed term contract, self-employed basis, as an agency worker or otherwise) of the Customer.

Candidate Portal means the website portal whereby Candidates (if such access is agreed between Customer and KYC) can login and enter their own data for use in the Services (use by Candidates of the Candidate Portal is strictly subject to these Terms).

Controller, Processor, Sub-Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures means as defined in the Data Protection Legislation.

Customer means any organisation that is registered to use the Portal and submits a request for the Services.

Customer Account means the details stored on the Portal relating to the Customer, including but not limited to the name and address and contact details of the organisation, it’s company registration and data protection numbers, details of Authorised Users, transaction history and receipts.

Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

Data Supplier means any Government Agency, organisations or individuals from whom information is obtained about the Candidate for the purpose of providing the Services (this includes any information about a Candidate provided by the Customer and/or in limited circumstances the Candidate via the Candidate Portal).

Domestic Law means the law of the United Kingdom or a part of the United Kingdom.

Fee(s) means the sums payable by the Customer for the provision of the Services (all Fees will be charged plus VAT).

Government Agency means any relevant government agency, department, regulator, body or equivalent.

Government Agency Screening means a background check requested from the Disclosure and Barring Service, Disclosure Scotland and Access Northern Ireland or any other such governmental agency which may be in addition to, supersede or replace those bodies from time to time.

Government Agency Fees means the fees of a Government Agency in relation to a Government Agency Screening.

Information means the information, data, reports and/or References that KYC and/or a Sub-Processor processes regarding the Candidate (including Information provided by a Data Supplier).

Intellectual Property Rights means copyright and related rights, patents, rights to inventions, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

KYC means Know Your Candidate Ltd, registration number 6872627 and whose registered office is at 1^st Floor, 1 City Approach, Albert Street, Eccles, Manchester, M30 0BG.

Party (or party) means the Customer and KYC who are parties to these Terms.

Portal means the website portal provided by KYC (accessed by Customers at www.knowyourcandidate.co.uk) and its contents.

Processing Fee means a one-off administration charge of £7.50 (this is included in the Fees payable by Customer but (in certain circumstances) will be withheld by KYC per clause 7 of these Terms). This Processing Fee will increase each year in line with the retail price index (RPI) published in January of each respective year.

Reference/References means any Information provided about a Candidate from a current or previous employer, character referee, education establishment or membership body.

Report means the PDF report prepared by KYC (using the Information) for the Customer as part of the Services.

Services means the provision of employment screening services (and where required production of a Report), which may include Government Agency Screening and includes the provision of the Report by KYC.

Sub-Processor means a natural or legal person, public authority, agency or any other body contracted by KYC to process Personal Data for the purpose of carrying out a specific processing activity.

Terms means these terms and conditions which apply to Services provided by KYC.

UK GDPR has the meaning given to in the Data Protection Act 2018.

URN means the 8-digit number assigned to each Information request created on the Portal.

User Guide means the document provided by KYC to assist the Customer in ordering, administering, processing and interpreting the Services and Report.

Virus means any program which contains malicious code or infiltrates or damages a computer system without the owner's informed consent or is designed to do so or which is hostile, intrusive or annoying to the owner or user and has no legitimate purpose. A virus may include (but is not limited to) any software, code, file or programme which: i) prevents, impairs or otherwise adversely affects the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or iii) worms, trojan horses and /or malware.

2.  Acceptance

2.1 These Terms apply to Services provided to Customer by KYC. No other terms are implied by trade, custom,practice or course of dealing.

2.2 These Terms are the entire agreement between KYC and Customer in relation to the Services. Customer acknowledges that it has not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms.

2.3 By requesting Services from KYC, the Customer acknowledges, has read, understood and accepts these Terms.

2.4 Subject to any variation of these Terms by KYC, these Terms apply to the Services to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, invoice, specification or other document whatsoever).

3. Registration

3.1 Any prospective Customer which requires the Services is required to register on the Portal (such registration must be completed before Services may be requested).

3.2 No private persons or Candidates may request or register to use the Services.

3.3 To register, prospective Customers must provide (in addition to any other information that KYC may reasonably request) the following details:

a) organisation name;

b) company number or LLP number (where applicable);

c) trading address

d) main organisation phone number;

e) website address; and

f) data protection registration number

g) details of a primary user (i.e. name, email address, job title and phone number)

3.4 KYC will make reasonable checks to verify the information provided by the prospective Customer. No request for Services will be accepted by KYC until KYC approves the request. KYC reserves the right to refuse any request for services and/or application for registration.

3.5 Requests for Services must be submitted by Authorised Users. To become an Authorised User a person specific email address must be provided by the Customer. Generic or department email addresses (for example “info@” or “humanresources@”) are not permissible. The email address must be linked to a domain owned by the Customer and cannot be a web email service such as (but not limited to) Gmail, Yahoo, Hotmail etc.

4. Security

4.1 KYC will provide each Authorised User with login credentials (username and password) to access the Portal (and where relevant, the Candidate will be provided with Candidate Portal login credentials). KYC accepts no liability (and Customer indemnifies and holds KYC harmless) from any claim, alleged claim, damage, losses, fine or otherwise howsoever arising (whether in contract or tort and whether losses are direct, indirect or consequential) incurred by Customer, Candidate and/or KYC caused by or in connection with unauthorised use of login credentials.

4.2 The Customer warrants and represents that it shall:

a) immediately notify KYC if it becomes aware of any unauthorised use or disclosure of any login credentials;

b) not allow the exchange of login credentials for the Portal between Authorised Users;

c) ensure that the Authorised Users keep their login credentials strictly confidential;and

d) ensure that any devices used by the Customer to access the Portal do not store or transmit any Virus to the Portal (Customer procures that the Candidate will comply with this provision when using the Candidate Portal).

5. Consent

5.1 The Customer guarantees that it will have express Compliant Consent of the Candidate (which is compliant with Data Protection Legislation and expressly refers to Customer’s privacy policies) in place for the data processing activities undertaken by KYC (and/or any Sub-Processors or as part of the Government Agency Screening process) for the Services, before requesting any Services from KYC (“Compliant Consent”). Customer guarantees that it will specifically refer to Customer’s use of “Know Your Candidate Ltd and its sub-processors” in Customer’s privacy policies, and that the Candidate consents to Customer’s use of Know Your Candidate Ltd and its sub-processors as processors of the Candidate’s Personal Data on behalf of the Customer.

5.2 The Customer acknowledges and agrees that by requesting the Services, the Customer hereby represents and confirms that it has the Compliant Consent(s) in place (the Customer accepts that KYC shall rely on this provision and Customer’s confirmation regarding Compliant Consents).The Customer must provide a copy of the relevant Compliant Consent(s) to KYC upon KYC’s request (within two business days of such a request by KYC). In the event KYC requests such copies of Compliant Consents, KYC shall not be required to check such Compliant Consents and has no liability for any inadequacy, incompleteness and/or non-compliance with Data Protection Legislation of such Compliant Consents.

5.3 If the Customer is unable to obtain the Compliant Consent of the Candidate due to a legal or regulatory reason, the Customer represents and warrants that: i) it will obtain the Candidate's Compliant Consent as soon as it is able to; and/or ii) it shall not request Services without having legal grounds under the Data Protection Legislation to request such data processing.

5.4 The Candidate has the right to withdraw their consent (including the Compliant Consent) to data processing at any time:

a) where the Candidate notifies the Customer, the Customer must notify KYC (within 24 hours of receipt of such notification) by sending an email to consent@knowyourcandidate.co.uk. This email must provide the Candidate’s name and the URN of the Services request from the Portal. On receipt of the email, KYC will cease processing the Candidate’s personal data and performing the Services in respect of that Candidate and will reply (by email) to the Customer’s email to confirm data processing has ceased.

b) where the Candidate notifies KYC, on receipt of the notification from the Candidate: i) KYC will pause processing the Candidate’s personal data and performing the Services in respect of that Candidate; ii) KYC will notify the Candidate (by email) that KYC acts on the instructions of the Customer, and that the Candidate is to provide such consent withdrawal notice to the Customer (as Data Controller) directly; iii) KYC will notify Customer (by email) of such correspondence and Customer will (within 48 hours of receipt such email from KYC) notify KYC (by email) if it is to cease processing the Candidate’s personal data and performing the Services in respect of that Candidate.

6. Data Protection

6.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

6.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and KYC is the Processor under and in relation to these Terms.

6.3 Without prejudice to the generality of clause 6.1, the Customer will ensure that it has all necessary appropriate consents (including the Compliant Consents), privacy policies and notices in place to enable lawful transfer of the Personal Data to KYC  and or lawful collection of the Personal Data by KYC (and/or the Sub-Processors) on behalf of the Customer for the Services for the duration of these Terms.

6.4 Without prejudice to the generality of clause 6.1, KYC shall, in relation to any Personal Data processed in connection with the performance by KYC of its obligations under these Terms:

a) process that Personal Data only in accordance with the Data Processing Schedule hereto or on the documented written instructions of the Customer unless KYC is required by Domestic Law to otherwise process that Personal Data. Where KYC is relying on Domestic Law the basis for processing Personal Data, KYC shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits KYC from so notifying the Customer;

b) 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);

c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

d) not transfer or otherwise process the Personal Data outside the UK or the EEA without obtaining the Customer's prior written consent;

e) assist the Customer, at the Customer's cost, in responding to any Data Subject access request from a Candidate 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 (however, all documents (including any Report) provided to the Candidate in response to any such request are to be provided to the Candidate by Customer directly), and the Customer acknowledges that KYC is not obliged to respond to any Data Subject access request by a Candidate directly;

f) notify the Customer as soon as possible on becoming aware of a Personal Data Breach;

g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Domestic Law to store the Personal Data; and

h) maintain complete and accurate records and information to demonstrate its compliance with this clause 6.

6.5 The Customer consents to KYC appointing the third-party Sub-Processors of Personal Data under these Terms. KYC confirms that it has entered into or (as the case may be) will enter with Sub-Processors a written agreement incorporating terms which are substantially similar to those set out in this clause 6 and in either case which KYC will ensure reflect and will continue to reflect the requirements of the Data Protection Legislation.

6.6 The Customer hereby indemnifies, and shall keep indemnified, KYC (and its Sub-Processors) from and against any and all costs, claims (including alleged claims), damages and expenses of any kind or demand (including any direct, indirect or consequential losses, pure economic loss, loss of business, loss of profit, loss of reputation, depletion of goodwill and all interest, penalties and legal and other reasonable professional costs and expenses) suffered by KYC (and its Sub-Processors) brought by any person, Candidate, Commissioner or supervisory authority arising out of or in connection with any breach or alleged breach by the Customer (or its employees, personnel, subcontractors, agents and/or Authorised User) of any Data Protection Legislation or its obligations under these Terms.

7. Payment

7.1 The Customer shall pay the Fees in consideration of the provision of Services by KYC hereunder. Unless agreed otherwise in writing between Customer and KYC, the Fees shall be paid when a request for Services is submitted.

7.2 The Fees for Services shall be displayed on KYC’s website at: https://www.knowyourcandidate.co.uk/pricing

7.3 KYC reserves the right to amend the above price list at any time without notice to the Customer.

7.4 In certain circumstances additional Fees may be chargeable. The circumstances in which an additional Fee may be charged include, but are not limited to:

a) Data Suppliers who request an additional fee to provide (for example) a Reference; or

b) if Information cannot be obtained and the Customer requests the processing of further Information or further Services.

7.5 Where an additional Fee is payable, KYC shall notify the Customer of the additional Fee. KYC will not commence such Services (which have incurred the additional Fee) until the additional Fee is paid and received by KYC as cleared funds.

7.6 If KYC agrees in writing that a Customer may pay for Services on an invoice basis, the payment period for all invoices is within 28 days of the date of the relevant invoice. 

7.7 The Customer acknowledges that Government Agency Fees can be revised at any time by the particular government agency. In this case any increase in the Government Agency Fees will be paid by the Customer. Where a request for a Government Agency Screening has been requested by the Customer but not submitted by KYC (for example because additional information is required from the Customer) the Customer will be required to pay the difference between the Government Agency Fee at the time when the Government Agency Screening was requested by the Customer and the applicable Fee at the time when the Government Agency Screening was submitted to the Government agency by KYC, if any.

7.8 If the Customer fails to pay the Fees on the date that they are due KYC shall reserve the right to: a) charge interest (both before and after judgment) at a rate of 5 per cent per annum above the Barclays Bank UK Plc base rate from time to time until the date of actual payment; and/or b) suspend any requests for Services already submitted and to refuse the accept future requests for Services until the Fees are paid.

7.9 KYC will refund a Customer in the event of i) a card payment error has occurred e.g. a duplicated payment or ii) where a duplicate request for the Services was placed for the same Candidate.

7.10 If Customer cancels a request for Services within 14 days of order date on the Portal and the status of the Candidate is “submitted”, “awaiting documents”, “awaiting information” or “awaiting consent”, KYC will refund the Fees less the Processing Fee.    

7.11 If Customer cancels a request for Services within 14 days of the order date on the Portal and the status of the Candidate is “in-progress” or “complete”, no refund will be payable by KYC.

7.12 If Customer cancels a request for Services after 14 days from the order date on the Portal and the Candidate displays any status, no refund will be payable by KYC.

7.13 Any Fees paid by Customer are not transferable between Candidates and cannot be stored as a credit for future Services or use.

7.14 Where any (if copies thereof or such information are requested by KYC) relevant Information, data, documents or Compliant Consent has not been provided to KYC, KYC will delete the Candidate from the Portal (and/or Candidate Portal if applicable) 90 days from the end of the month in which the order was placed. No refund will be provided by KYC.

7.15 If Customer orders checks outside of KYC’s geographical coverage, KYC will not proceed and cancel such order(s). If the Customer request for Services solely comprises of background checks outside of KYC’s geographical coverage, KYC will refund the Fees to Customer less the Processing Fee. If (in addition to the checks falling outside of KYC’s geographical coverage), Customer’s request for Services also includes Services within KYC’s coverage and remit, KYC will complete such Services and refund the Fees for only for the Services that KYC cannot complete (due to the checks being outside of KYC’s geographical coverage).

8. Customer’s Responsibilities

8.1 The Customer warrants that it shall only request the Services, and use the Report provided, for the purpose of screening Candidates for recruitment and employment purposes and that the Services requested will not require data processing above and beyond that which is necessary and permissible under Data Protection Legislation.

8.2 The Customer hereby indemnifies, and shall keep indemnified, KYC from and against any and all costs, claims (including alleged claims), damages and expenses of any kind or demand (including any direct, indirect or consequential losses, pure economic loss, loss of business, loss of profit, loss of reputation, depletion of goodwill and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by KYC arising out of or in connection with any unauthorised use of the Services or provision of the Services.

8.3 The Customer shall:

a) co-operate with KYC in all matters relating to the Services; and

b) promptly provide KYC with all documents, information, items and materials reasonably requested by KYC to allow it to perform the Services.

8.4 The Customer acknowledges that if any information or supporting documents required to provide the Services is outstanding, KYC shall have no obligation to perform the Services or to prompt the Customer to provide such information or supporting documents.

8.5 The Customer acknowledges that it is responsible for the validity and accuracy of information provided by it to KYC (including all information which is provided by a Candidate to the Customer and/or to KYC via the Candidate Portal) and that KYC has no liability in the event that any information provided by the Customer to KYC (including information provided by a Candidate to the Customer) is false, misleading, fraudulent, incorrect or inaccurate.

9. Provision of Services

9.1 KYC shall perform the Services with reasonable care and skill.

9.2 All completion times published on the Portal (and if applicable the Candidate Portal) for the Services are estimates only and time shall not be of the essence in relation to any of the obligations on behalf of KYC to provide the Services.  KYC relies upon the provision of Information from Customer, Data Suppliers and Sub-Processors, and KYC will not be responsible for any delays experienced in obtaining the Information.

9.3 Where the Information requested in relation to a Candidate consists of several different background checks which are completed in differing time frames, KYC shall not be required to provide the Report until all background checks are completed. Interim Information will be provided to the Customer at the sole discretion of KYC.

9.4 The territories in which each background check can be provided by KYC will be displayed on the Portal and the User Guide and as such KYC reserves the right to reject any request for Information where the Candidate’s current address or previous location means the Services cannot be provided.

9.5 KYC will provide a Report which the Customer can download from the Portal. KYC will not provide hard copies or originals of the Report, any Information or other documents related to the Services (including via email, fax or any other means).

9.6 The format of the Report shall be determined by KYC. The Customer does not have the right to request the Report be displayed in a particular way or that Information be included in its original format.

9.7 KYC shall use reasonable endeavours to obtain the References and shall contact the relevant Data Supplier for the Reference(s) on five separate occasions for the purposes of obtaining such References. References shall be deemed unobtainable (with the full Fee being payable) if the Data Supplier does not respond to the five contact attempts. KYC cannot compel any Data Supplier to provide Information and KYC is not liable in the event requests are ignored, part completed or refused.

9.8 Where the Information to be provided is a Reference:

a) References obtained will vary in content and format. KYC shall not be under any obligation to request that the Data Supplier provides additional Information or provides the Reference in a specific format;

b) KYC is not required and is not responsible for checking if a Reference is confidential, corporate and/or personal. This is the responsibility of the Customer (including (but not limited to) in relation to responding to any Data Subject access requests); and

c) KYC will, in its sole discretion, select the most appropriate source from which to obtain the Information, which may be different to the source provided by the Customer or the Candidate.

9.9 KYC shall remove all Personal Data, Information and any Report relating to each Candidate from the Customer Account 90 days after the end of the month in which the Information was made available to the Customer. A copy of the Information shall be retained for an additional 90 days in an archive. 180 days following the end of the month in which the Information was made available to the Customer, the Information will be permanently deleted, and KYC shall not be liable for any losses incurred by the Customer as a result of such Information no longer being available.

9.10 The User Guide and any sample Information is provided for illustrative purposes only.

9.11 All Intellectual Property Rights in the Report, the Services and any derivatives thereof will remain vested in KYC (or its relevant licensors). Subject to any obligations of confidentiality of KYC and any rights of third parties, KYC grants to Customer a royalty free, non-transferable, non-exclusive licence to use the Report, the Services and any derivatives thereof to the extent necessary for Customer to benefit from the Services. Such licence shall terminate automatically on termination or expiry of these Terms. Customer is not granted any other intellectual property right belonging to KYC and shall not infringe the same.

9.12 All Intellectual Property Rights owned by Customer and/or a Candidate will remain vested in Customer and/or a Candidate (as applicable). Customer grants (and customer shall procure such grant from the Candidate where applicable) KYC a royalty-free, non-exclusive licence to use any intellectual property supplied by Customer (and/or the Candidate where applicable) to perform the Services. Such licence shall terminate automatically upon the earlier of: i) on termination or expiry of these Terms; and/or ii) deletion by KYC of records under clause 9.9.

10. Limitation of Liability

10.1 The Customer understands and accepts that KYC has no control over the third-party organisations (including Data Suppliers) that contribute to the Services.

10.2 The Services are (to the fullest extent permissible by law) provided ‘as is’. These Terms are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

10.3 KYC does not give any warranty or representation that the Services and/or access to the Portal or Candidate Portal will be uninterrupted, error free or free of defects.

10.4 KYC does not control and therefore does not give any warranty or representation in relation to the truthfulness,validity, completeness or accuracy of the Information provided by Data Suppliers. The Information provided is not to be used as the sole or material basis for any Customer business decision or recruitment decision, and KYC does not provide any guarantee or warranty that the information will achieve any particular result or outcome for the Customer. KYC does not provide any representations, guarantees or conditions that the Services will be fit for a particular purpose and/or the Services will meet the requirements of the Customer.

10.5 KYC excludes any liability for any inaccuracy, incompleteness or other error in the Information. The Customer hereby indemnifies, and shall keep indemnified, KYC from and against any and all costs, claims (including alleged claims), damages and expenses of any kind or demand (including any direct, indirect or consequential losses, including but not limited to: pure economic loss, loss of business, loss of profit, loss of reputation, depletion of goodwill and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by KYC arising out of or in connection with the Information.

10.6 KYC excludes any and all liability arising out of or in connection with these Terms, whether in contract or tort (including negligence) or otherwise, for any loss (whether consequential, direct or indirect and whether or not such loss was foreseeable) of profit, business, revenue, anticipated savings, chance, opportunity, goodwill, business interruption, from wasted expenditure or any loss or corruption of data.

10.7 KYC's aggregate liability resulting (without limitation) from breach of contract or negligence, under any indemnity or otherwise (howsoever arising) in connection with these Terms and/or the Services be limited to the value of the Fee paid by the Customer to KYC for the provision of the Services relating solely to the subject matter of any claim and not in respect of any previous or linked Services.

11. Confidentiality

11.1 Neither Customer nor KYC shall at any time disclose to any person any Information in relation to a Candidate, except as set out in
clause 11.2.

11.2 Either party may disclose the Information to:

a) provide the Services;

b) its employees, officers, representatives provided that it shall procure that any party to whom it discloses the Information shall observe the restrictions in this Clause 11;

c) as may be required by law, court order, or any governmental or regulatory authority;

d) to a third-party (including but not limited to the Data Suppliers) so long as the purpose of providing the Information is in relation to the purposes of employment screening of a prospective or current candidate for a particular role or contract in relation to that third-party and that the Candidate has consented via Compliant Consent to such Information transfer. The third-party must be made aware that any Information received from the Customer hereunder must not be disclosed to any other party without the prior Compliant Consent of KYC and the Candidate.

11.3 The Customer shall not, without the prior written consent of KYC, disclose any Information or the Report to the Candidate, save in circumstances whereby disclosure is required under any statutory provisions including, but not limited to, Data Protection Legislation (and such disclosure by the Customer is subject to clause 9.8(b) above).

12. Sub-contracting

12.1 KYC may sub-contract (including but not limited to the Sub-Processors) performance of some or all of the Services without the Customer’s prior written consent. A list of the sub-contractors engaged by KYC from time to time is available in the Information Security document which is available on the Portal.

13. Force Majeure

13.1 KYC reserves the right to defer (without liability to the Customer) the date of performance of the Services to or cancel any request for the provision of Services if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of KYC including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

14. Notices

14.1 Any notices to be sent by one party to the other under or in connection with these Terms shall be in writing and shall be delivered personally or sent by special delivery post (or equivalent service offered by the postal service from time to time) to the registered addresses of each party (or sent by email to the email address notified to the other party from time to time).

14.2 Any notice to be sent by one party to the other regarding the service of Court proceedings under or in connection to these Terms shall be in writing and shall be delivered personally or sent by special delivery post (or equivalent service offered by the postal service from time to time) to the registered addresses of each party.

14.3 Notices shall be deemed to have been duly given; if delivered personally, upon delivery; if sent by post, by 09:00am on the second Business Day after the date of posting; if sent by email, when transmitted provided that a confirmatory copy is sent by special delivery by the end of the next Business Day after transmission. For the purpose of this clause 14, a Business Day means Monday to Friday on a day that is not a public holiday in the place of receipt.

15. Variation

15.1 KYC may vary these Terms from time to time and such amendments will have immediate application and effect.

16. Compliance

16.1 Both parties shall comply with all applicable laws, statutes, regulations and codes from time to time in force.

17. General

17.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of these Terms is deemed deleted, the parties hereunder shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

17.2 No failure or delay by KYC to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.3 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

17.4 KYC may at any time assign, novate, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms. KYC may at any time (without giving prior notice to or the prior consent of) be subject to an indirect and/or direct change of control.

17.5 The Customer shall not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms without the prior written consent of KYC.

17.6 Unless it expressly states otherwise, these Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

17.7 These Terms and all matters arising out of them shall be governed by the laws of England. The English Courts shall have exclusive jurisdiction over any claim or matter which may arise out of or in connection with these Terms.

Data Processing Schedule

Scope:
Personal Data will be processed by KYC to provide the Services to the Customer under these Terms.

Nature:
Personal Data will be processed by KYC to carry out employment and pre-employment screenchecks on Candidates and to provide relevant Information and/or Reports to the Customer

Purpose of the processing:
To gather information in respect of a Candidate which will assist the Customer to decide whether to engage such Candidate.

Duration of the processing:
For up to 180 days following the end of the month in which the Report and/or any Information was first made available to the Customer.

Type of personal data:
As required by the Customer, but may include:

Background Check	Data Required
Employee Credit Check	Name, Date of Birth and Address data: Gender / Title / First Name / Middle Name(s) / Family Name / Previous Name(s) / Date of Birth / Current Address / Previous Address.
Identity Check
Directorship Check
Sanctions Check
Adverse Media Check
Passport Check
Basic Criminal Record Check	Gender / Title / First Name / Middle Name(s) / Family Name / Previous Name(s) with dates used / Date of Birth / 5-Year Address History / Town of Birth / Country of Birth / Nationality / and at least one from Passport Number / Driving Licence Number / National Insurance Number. Mother’s Maiden Surname is mandatory for applications where the Candidate’s job role is based in Scotland and Northern Ireland. It is not required where the Candidate’s job role is based in England or Wales.
Employment References	Name, Date of Birth and Address data PLUS: Organisation Name / Organisation Phone Number / Organisation address / Referee name / Referee Job title / Referee Email Address / Employment StartDate / Employment End Date / Position Held / Reason for Leaving.
Character References	Name, Date of Birth and Address data PLUS: Referee Name / and at least one from Referee Email / Referee Phone Number / Referee Address.
Qualifications Check	Name, Date of Birth and Address data PLUS: Education Establishment / Attendance Dates / Course Studied / Qualification & Grade.
Professional Membership Check	Name, Date of Birth and Address data PLUS: Professional Body / Dates of Affiliation / Membership Level or Type / Membership Number / Professional Qualification(s) Awarded & Grades.

 

Categories of data subjects:
Candidates as defined in clause 1 of these Terms.