“ API ” |
means Verifile’s Application Programming Interface, other developer Services and associated software and documentation that enable the Customer to integrate access with certain Services and obtain certain Information via the Customer's systems. |
“ Applicable Law ” |
means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local, national or international in any relevant jurisdiction and relevant codes of conduct. |
“ Applicant ” |
means individuals and non-natural persons concerning whom checks are made pursuant to the Services. |
“ Application Information ” |
means information the Customer and Verifile obtain from Applicants. |
“ Bribery Laws ” |
means the Bribery Act 2010 and all other Applicable Laws, statutory instruments and regulations in relation to the prevention of bribery or corruption and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010. |
“ Business Day(s) ” |
means any day other than a Saturday, Sunday, bank or public holidays in England including the period between 25 December – 31 December in any calendar year when banks generally are open for non-automated business in England. |
“ Charges ” |
means any fees payable in respect of any Services as agreed in writing between Verifile and the Customer from time to time. |
“ Commencement Date ” |
The date when Verifile accepts the online account created by the Customer. |
“ Confidential Information ” |
means the Information, Applicant Information, Data and Personal Data including criminal offence data obtained by Verifile from the Customer and/or the Applicant in the course of providing the Services and any information relating to a Party or the business, prospective business, technical processes including Verifile’s SSO, computer software (both source code and object code), Intellectual Property Rights or finances of a Party, commercial, financial or technical information, or compilations of two or more items of such information whether or not each individual item is itself confidential, coming into the possession of the other Party by virtue or in anticipation of this Agreement and which the disclosing Party regards or could reasonably be expected to regard as confidential, whether or not such information is reduced to a tangible form or marked in writing as "confidential" and any and all information which has been or may be derived or obtained from such information. |
“ Controller ” |
has the meaning given to that term in Data Protection Legislation from time to time. |
“ Customer Created IPR ” |
means IPR created by Verifile for the Customer’s use pursuant to the provision of the Services including but not limited to Applicant Information and Information. |
“ Customer ID ” |
means account numbers, identification codes and passwords (including User ID) provided by Verifile to the Customer and used by the Customer to access the Services. |
“ Customer IPR ” |
means the Intellectual Property Rights owned by or licensed to the Customer and/or its Related Persons and which are or have been developed independently of this Agreement entered into hereunder (whether prior to the Commencement Date or otherwise). |
“ Data ” |
means the information Verifile collects from a variety of sources, including but without limitation from data aggregators, public authorities and other sources. |
“ Data Protection Declaration ” |
has the meaning given to that term in clause 17.3.2(d) (Data Protection). |
“ Data Protection Legislation ” |
means, as binding on either Party:
(a) the GDPR;
(b) the UK Data Protection Act 2018;
(c) any laws which implement any such laws; and
any laws that replace, extend, re-enact, consolidate or amend any of the foregoing, together with all Applicable Laws in any jurisdiction relating to the Processing or protection of Intellectual Property Rights and privacy. |
“ Data Subject ” |
has the meaning given to that term in Data Protection Legislation from time to time. |
“ Description of Processing ” |
means the description and other particulars of Personal Data Processed by Verifile (and/or Processed on behalf of Verifile or Verifile Related Persons) for which the Customer is a Controller, which are set out at Schedule 1 (Description of Processing). |
“ EEA ” |
has the meaning given to that term in clause 17.3.2 (Data Protection). |
“ GDPR ” |
means Retained Regulation (EU) 2016/679. |
“ Group ” |
means, in relation to either Party, each and any subsidiary or holding company of that Party and each and any subsidiary of a holding company of that Party. |
“ Information ” |
means the results, reports and the data provided by Verifile to the Customer. |
“ Initial Period ” |
means the period of thirty-six (36) months from the Commencement Date. |
“ Intellectual Property Rights or IPR ” |
means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in Confidential Information, rights to sue for passing off, domain names and all similar rights and in each case:
(a) whether registered or not;
(b) including any applications or right of application to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future;
(e) to which the relevant Party is or may be entitled; and
in whichever part of the world existing. |
“ MSA Offence ” |
has the meaning given to that term in clause 15.1.1 (Modern Slavery). |
“ Personal Data ” |
has the meaning given to that term in Data Protection Legislation. |
“ Portal ” |
means the web applications and websites used by the Customer to access the Services and by Verifile to provide the Services and the Information. |
“ Privacy Notice ” |
Verifile’s privacy notice and statement as published by Verifile on its website www.verifile.co.uk from time to time. |
“ Processor, Process or Processing ” |
has the meaning given to that term in Data Protection Legislation. |
“ Proposal ” |
means the document of that name signed and dated by the Customer setting out the Services to be provided by Verifile pursuant to this Agreement including any special terms and conditions applicable to additional Services specified in the Proposal. |
“ Related Persons ” |
means a member of the Verifile Group or Customer Group (as applicable) and any of their employees, officers, shareholders, affiliates, representatives, agents, consultants, contractors, suppliers and advisers. |
“ Renewal Period ” |
has the meaning given to that term in clause 12.1 (Term and Termination). |
“ Revised Description ” |
has the meaning given to that term in clause 17.6 (Description of Processing). |
“ Sanctioned Person ” |
has the meaning given to that term in clause 16.1 (Sanctions Compliance). |
“ Sanctioned Country ” |
has the meaning given to that term in clause 16.2 (Sanctions Compliance). |
“ Sanctions ” |
means any economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council; and/or the European Union; and/or the French Republic; and/or Her Majesty’s Treasury, or any other relevant sanctions authority. |
“ Services ” |
means:
(i) the CV verification and background check services provided by Verifile to the Customer as described in the Proposal;
(ii) those generally available services (as detailed on Verifile’s website (www.verifile.co.uk) provided by Verifile from time to time;
(iii) and any bespoke and non-standard services agreed between Verifile and the Customer from time to time.
|
“ Software ” |
means any computer program and its related documentation owned or licensed by Verifile, which is or will be used by the Customer, its Group or its Related Persons for the delivery of the Services and Information, including but not limited to the API, Portal, Verifile App, Verifile IPR and Verifile Created IPR. |
“ SSO ” |
means Verifile’s standard service offering as amended from time to time including Verifile’s service level and delivery and any obligations of the Customer. |
“ Sub-contractor ” |
has the meaning given in clause 17.5 (Sub-contractors). |
“UK SCCs” |
means the standard International Data Transfer Agreement (ITDA) issued by the UK Information Commissioner’s Office pursuant to clause 119A of the UK Data Protection Act 2018 in force with effect from 21 March 2022. |
“ User ID ” |
means the individual identification provided by Verifile in accordance with clause 6.2 (Security) of this Agreement, to each Related Person of the Customer using the Services for the purposes of their work with Verifile. |
“ VAT ” |
means United Kingdom value added tax or any other tax imposed in substitution for it and equivalent or similar tax imposed outside the United Kingdom. |
“ Verifile App ” |
means the mobile applications created or licensed by Verifile, which the Customer may use to access the Services and the Information. |
“ Verifile Created IPR ” |
means the Intellectual Property Rights which are used in connection with the delivery of the Services and are owned by or licensed to Verifile and are, or have been, developed independently of this Agreement (whether prior to the Commencement Date or otherwise) including but not limited to the Portal, the Verifile App, the API and Verifile Created IPR. |
“ Verifile IPR ” |
means the Intellectual Property Rights which are used in connection with the delivery of the Services and are owned by or licensed to Verifile and are, or have been, developed independently of this Agreement (whether prior to the Commencement Date or otherwise) including but not limited to the Portal, the Verifile App, the API and Verifile Created IPR. |
“ Verifile Processing Activities ” |
means all Processing of Personal Data performed by Verifile and/or Verifile Related Persons (and/or on behalf of Verifile or Verifile Related Persons acting as Sub-contractors) on behalf of the Customer in the course of providing the Services to the Customer and carrying out the obligations under this Agreement. |