These Terms of Service ('Terms') govern your access to and use of the services, website and platform provided by Connect Intelligent Technologies Ltd, trading as 'HirePass' ('we', 'us' or 'our'). We are a company registered in England and Wales under company number 16339197, with our registered office at 42 York Street, London, TW1 3BW, United Kingdom.

By creating an account, clicking to accept these Terms, or requesting a screening check through the Platform, you agree to be bound by these Terms on behalf of the organisation you represent ('you', 'your' or the 'Client'). If you do not agree to these Terms, you must not use our services.

We may update these Terms from time to time. We will notify you of any material changes by posting the new Terms on this page, updating the 'Last updated' date, and emailing your account's primary contact at least thirty (30) days before the changes take effect. Changes that are not material, or that are required by law, may take effect when posted. Your continued use of our services after any such changes take effect constitutes your acceptance of the new Terms.

If you object to a material change, you may terminate these Terms by written notice to us before the change takes effect, and termination will take effect on the date the change would otherwise have applied. Changes to our Fees and to the checks available on the Platform are made under clauses 8.6 and 4.2 respectively.

(a) We operate a platform under the trading name 'HirePass' which provides employment screening and background verification services to organisations.

(b) You wish to engage us to perform pre-employment screening checks and ongoing compliance verification services for your employees, contractors and candidates.

(c) These Terms record the terms on which we will supply the Services to you.

1.1 Definitions

In these Terms:

'Applicable Laws' means all applicable laws, statutes, regulations and codes from time to time in force in the relevant jurisdiction.

'Applicant' means any candidate, prospective employee, contractor or existing member of your personnel who is the subject of a screening check requested through the Platform.

'Business Day' means a day other than a Saturday, Sunday or public holiday in England when banks are generally open for business.

'Commencement Date' means the date on which you first accept these Terms.

'Confidential Information' means all information disclosed by one party to the other, whether in writing, orally or by any other means, that is identified as confidential or that ought reasonably to be considered confidential.

'Data Controller', 'Data Processor' and 'Personal Data' have the meanings given in applicable data protection legislation.

'Data Processing Addendum' means our data processing addendum, available at https://security.hirepass.com, which forms part of these Terms.

'Fees' means the fees payable by you for the Services, as set out in our Pricing.

'Intellectual Property Rights' means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information, and all other intellectual property rights, whether registered or unregistered.

'Platform' means our online platform.

'Pricing' means the list of available check elements and their Fees displayed on the Platform, as updated from time to time under clause 8.6.

'Services' means the employment screening, background verification and compliance services described in clause 4.

'Service Outputs' has the meaning given in clause 7.2.

'Term' means the period described in clause 12.1.

'Trust Center' means our security and sub-processor information page at https://security.hirepass.com.

1.2 Interpretation

'Party' means you or us, and 'parties' means both of us. Clause headings do not affect the interpretation of these Terms. The words 'including' and 'includes' mean including without limitation. A reference to 'writing' or 'written' includes email.

2.1 Business use only

The Services are provided only to businesses and other organisations for use in the course of their business. They are not available to consumers, and by accepting these Terms you confirm that you are not acting as a consumer.

2.2 Authority to accept

If you accept these Terms on behalf of an organisation, you confirm that you are authorised to bind that organisation to these Terms, and 'you' refers to that organisation.

2.3 Signed agreements

These Terms do not apply to clients who have signed a separate services agreement with us. Where such an agreement is in place, it alone governs your use of the Services.

2.4 Custom terms

If your organisation needs terms that differ from these Terms, please contact us at [email protected] before using the Services.

3.1 Registration

To use the Platform you must create an account and provide complete and accurate information, including the name and email address of a primary point of contact and an invoicing address. You must keep this information up to date on the Platform.

3.2 Users

You may invite as many users to your account as you need. You are responsible for ensuring that your users comply with these Terms and for all activity that takes place under your account.

3.3 Security

You must keep login details for your account confidential and notify us without delay if you suspect any unauthorised access to your account.

4.1 Provision of Services

From the Commencement Date, we will provide the Services to you in accordance with these Terms. The Services comprise access to the Platform, enabling you to: (a) request pre-employment screening checks for prospective employees, contractors and candidates; (b) conduct ongoing compliance verification for existing personnel; and (c) manage and monitor the status and results of all screening activities.

4.2 Types of checks

The Platform enables you to request various screening checks which may include, where available: identity verification; right to work confirmation; address history checks; criminal records searches (UK and international); financial litigation and court judgment searches; education and qualification checks; employment history confirmation; global sanctions screening; adverse press searches; and onboarding forms management. The availability of specific checks may vary and is subject to change. The checks currently available to you and their Fees are set out in our Pricing, which we may update from time to time.

4.3 Standard of service

We will perform the Services with reasonable skill and care in accordance with recognised industry standards for employment screening services. Where possible, we will endeavour to validate information across multiple databases and sources; however, we cannot guarantee the accuracy or completeness of information obtained from third-party data sources. Where we engage authorised third-party providers to complete certain checks, we remain responsible for their selection and management.

4.4 Service levels

We will use reasonable endeavours to achieve the following service levels: (a) Platform availability of 99.5% during business hours (09:00 to 17:00 UK time, Monday to Friday, excluding public holidays); (b) completion of standard screening checks within 14 Business Days (subject to third-party processing times); and (c) response to critical system issues within 4 hours during business hours. These service levels are targets and not guarantees.

5.1 Legal authority

You warrant that you have the legal authority to request the screening checks contemplated by these Terms and will ensure that all such requests comply with Applicable Laws in your jurisdiction.

5.2 Compliance with law

You will ensure that your use of the Services complies with all Applicable Laws in your jurisdiction. This includes data protection and privacy legislation, employment and equality legislation, criminal records disclosure requirements, right to work verification requirements, anti-money laundering regulations, and any sector-specific regulations applicable to your industry. You are responsible for having proper legal grounds for the checks you request, treating all candidates fairly and lawfully, and complying with all regulatory requirements applicable in your jurisdiction.

5.3 Co-operation

You will: (a) co-operate with us in all matters relating to the Services; (b) provide complete and accurate information about persons to be screened in a timely manner; (c) notify us immediately of any material changes during the screening process; and (d) provide such access to premises, systems and personnel as we may reasonably require.

5.4 Client delays

To the extent that our performance is prevented or delayed by any act or omission of you or your agents, consultants or other suppliers ('Client Cause'), we will not be in breach of these Terms nor liable for any losses incurred as a result. We will be entitled to: (a) an extension of time equal to the delay caused by the Client Cause; (b) payment of our Fees notwithstanding such delay; and (c) recovery of any additional costs incurred.

5.5 Acceptable use

You must not, and must ensure that your personnel do not: (a) use the Services for any purpose other than lawful employment screening and compliance verification; (b) submit false, misleading or fraudulent information through the Platform; (c) attempt to access, interfere with or disrupt the Platform or its underlying systems, or circumvent any security measures; (d) resell, sublicense or otherwise make the Services available to any third party without our prior written consent; or (e) use the Services in breach of any Applicable Laws. Any breach of this clause 5.5 is a material breach of these Terms.

6.1 Roles

For the purposes of data protection legislation, you act as Data Controller and we act as Data Processor. The detailed terms governing the processing of Personal Data are set out in the Data Processing Addendum, which forms part of these Terms.

6.2 Consent process

We will contact Applicants directly through the Platform to obtain consent for screening checks, provide them with appropriate privacy notices, and give them the opportunity to provide relevant information.

6.3 Our obligations

We will: (a) process Personal Data only on your documented instructions and in accordance with applicable data protection requirements; (b) implement appropriate technical and organisational security measures; (c) maintain records of processing activities; (d) assist you in responding to data subject requests; (e) notify you without undue delay on becoming aware of any Personal Data breach; and (f) maintain an up-to-date list of sub-processors on our Trust Center and announce any additions or removals there. We will give you not less than fourteen (14) days' prior written notice of any new sub-processor, unless a shorter notice period is required by law or is necessary to address an emergency or security issue affecting the Services.

6.4 Your obligations

You will: (a) ensure you have an appropriate lawful basis for the screening activities you request; (b) respond to data subject requests within applicable statutory timeframes; and (c) report Personal Data breaches to the relevant supervisory authority where required by law.

6.5 International transfers

We will not transfer Personal Data outside the United Kingdom without appropriate safeguards in place in accordance with Chapter V of the UK GDPR. You acknowledge and agree that international transfers may be necessary where: (a) an Applicant has resided in a country outside the United Kingdom and screening checks are required in that jurisdiction; or (b) we reasonably determine that a specialist international vendor is the most appropriate means of completing a particular check. In such circumstances, we will ensure that any transfer is conducted using approved transfer mechanisms under applicable data protection legislation.

6.6 Retention

We will retain screening data for the period you specify in accordance with your own retention policy. Where you have not specified a period, a default of two (2) years after completion of checks applies.

Notwithstanding the above, we will retain: (i) identity and address verification records for two (2) years, where required under the Disclosure and Barring Service (DBS) Code of Practice; and (ii) a summary report containing the minimum information necessary to evidence that a check was conducted, on an ongoing basis.

Upon expiry of the applicable retention period, we will securely delete all Personal Data in accordance with Article 17 of the UK GDPR, unless retention is required by law or is necessary for the establishment, exercise or defence of legal claims.

7.1 Our rights

We own all Intellectual Property Rights in the Platform, including its software and algorithms. Except as set out in clause 7.2, nothing in these Terms transfers any Intellectual Property Rights from us to you.

7.2 Service Outputs

You own the reports, results and insights generated for you by the Services ('Service Outputs'), and we will process any Personal Data in them only in accordance with clause 6. We retain all Intellectual Property Rights in the templates, methodologies and other materials used to produce the Service Outputs. We grant you a non-exclusive, royalty-free licence to use those materials as part of the Service Outputs during the Term and afterwards until the earlier of (a) two (2) years after the end of the Term and (b) the end of any retention period you specify under clause 6.6.

7.3 Platform licence

We grant you a non-exclusive, non-transferable licence to use the Platform during the Term solely for the purposes contemplated by these Terms.

7.4 Your data

You retain ownership of all data you provide to us. We will use such data solely to deliver the Services.

7.5 Marketing

We may use your name and logo to identify you as a customer, including on our website and in customer lists, presentations and marketing materials, during the Term and for up to twelve (12) months after it ends. We will follow any brand guidelines you provide. You may object to any or all such use at any time by written notice, and we will stop the relevant use within thirty (30) days. We are not required to withdraw materials already printed or distributed.

7.6 References and case studies

You will reasonably consider our requests to provide a reference, speak with a prospective client or take part in a case study; any participation is subject to your availability. Where you take part in a case study, we will share a draft with you before publication. If you do not object in writing within ten (10) Business Days, we may publish it. Any quote attributed to a named individual requires that individual's approval.

8.1 Fees

You will pay the Fees set out in our Pricing for the Services. All Fees are exclusive of VAT and other applicable taxes, which will be added where applicable.

8.2 How Fees are charged

Fees are charged per check element, per Applicant. Check elements not listed in our Pricing may be available on request and will be priced separately. Where a Fee is shown as 'from', the applicable Fee will be displayed on the Platform.

8.3 Fees paid by Applicants

Some checks, such as certain overseas criminal record certificates, require the Applicant to apply and pay the issuing authority's fee directly. Where this applies, you are responsible for reimbursing the Applicant. We are not responsible for any fees paid by Applicants as a result of local legal requirements or the requirements of the issuing authority.

8.4 Payment terms

Unless otherwise agreed in writing, we will invoice you monthly in arrears, on or around the 28th day of each month, for all checks completed from the 28th day of the previous month to the 27th day of the current month (inclusive). Invoices will be sent by email to your nominated invoicing address and are deemed received on the day sent or, if that is not a Business Day, the next Business Day. You will pay each invoice by bank transfer within seven (7) days of receipt.

8.5 Late payment

If any amount remains unpaid for more than thirty (30) days after the due date, we may: (a) suspend the Services until payment is made in full; and (b) charge interest on overdue amounts at 4% per annum above the Bank of England base rate.

8.6 Price changes

We may vary the Fees by giving you not less than thirty (30) days' written notice by email in accordance with clause 14.7. We will update the Pricing displayed on the Platform to reflect any such changes. Updated Fees apply to all screening requests submitted through the Platform after the effective date of the change. Your continued use of the Platform following the effective date constitutes acceptance of the revised Fees.

8.7 Cancellation

If you cancel a screening request before the relevant check has been initiated, no Fee is payable for that check. If you cancel a screening request after the relevant check has been initiated (meaning the Applicant's information has been submitted for processing), the full Fee for that check remains payable.

9.1 Our warranties

We warrant that: (a) the Services will be performed with reasonable skill and care; (b) the Services will materially comply with these Terms; (c) we have all necessary authorisations to provide the Services; and (d) the Services will not infringe any third-party Intellectual Property Rights.

9.2 Your warranties

You warrant that: (a) you have full power and authority to accept these Terms; (b) you have obtained all necessary consents and authorisations; (c) you will comply with all Applicable Laws; (d) all information you provide to us is accurate and complete; and (e) you have an appropriate lawful basis for data processing.

9.3 Limitations

Subject to clause 10.3, and to the fullest extent permitted by law, we make no warranty regarding: (a) the accuracy, completeness or timeliness of information obtained from third-party data sources; or (b) the uninterrupted or error-free operation of third-party systems or databases beyond our reasonable control. Any service level targets set out in these Terms or otherwise communicated to you are objectives rather than guaranteed performance standards. Subject to the provisions of these Terms, all conditions, warranties, representations or other terms that might otherwise be implied into these Terms by statute, common law or otherwise are excluded to the fullest extent permitted by law.

10.1 Excluded losses

Neither party will be liable to the other for any: (a) loss of profits, revenue, business, contracts, anticipated savings or opportunities; (b) loss or corruption of data; (c) indirect, special or consequential loss; or (d) loss of goodwill.

10.2 Liability cap

Subject to clause 10.3, each party's total aggregate liability arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, will not exceed the lesser of: (a) £100,000; or (b) the total Fees paid by you in the twelve (12) months preceding the event giving rise to the claim. This clause 10.2 does not limit your obligation to pay the Fees.

10.3 Unlimited liability

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct; or (d) any liability that cannot be excluded by law.

10.4 Time limit

No claim may be brought more than one (1) year after the cause of action arose, except that claims for breach of confidentiality or infringement of Intellectual Property Rights may be brought within two (2) years.

11.1 Your indemnity

You will indemnify and hold us harmless against all claims, losses, damages, liabilities, costs and expenses arising from: (a) unauthorised use of the Services; (b) provision of false or inaccurate information; or (c) your failure to comply with Applicable Laws.

11.2 Our indemnity

We will indemnify and hold you harmless against all sums awarded by a court arising from any claim that the Services infringe any UK patent, copyright or trade mark, except to the extent such infringement arises from: (a) materials provided by you; or (b) use of the Services in a manner not authorised by these Terms.

11.3 Procedure

The indemnified party will: (a) promptly notify the indemnifying party of any claim; (b) allow the indemnifying party to control the defence; and (c) provide reasonable co-operation.

12.1 Term

These Terms start on the Commencement Date and continue until terminated in accordance with this clause 12 or the Introduction.

12.2 Termination for convenience

Either party may terminate these Terms for convenience by giving not less than thirty (30) days' written notice to the other party.

12.3 Termination for cause

We may terminate these Terms immediately on written notice if you: (a) fail to pay any amount due within thirty (30) days of the due date; (b) commit a material breach and fail to remedy it within fourteen (14) days of notice; (c) become insolvent, enter administration or have a receiver appointed; or (d) are subject to any analogous event in any jurisdiction.

12.4 Consequences of termination

On termination: (a) your right to use the Services ends immediately; (b) all outstanding Fees become immediately due; (c) each party will return or destroy the other's Confidential Information; and (d) clauses 6, 7, 8, 9, 10, 11, 13, 14 and 15 survive termination.

13.1 Obligations

Each party will: (a) keep confidential all Confidential Information of the other party; (b) use Confidential Information only for the purposes of these Terms; and (c) not disclose Confidential Information to any third party without prior written consent.

13.2 Exceptions

The obligations in clause 13.1 do not apply to information that: (a) is or becomes publicly available other than through breach of these Terms; (b) was lawfully in the receiving party's possession before disclosure; (c) is received from a third party who is not bound by confidentiality obligations; or (d) is required to be disclosed by law or court order.

14.1 Force majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including natural disasters, acts of God, war, terrorism, acts of government, cyber attacks, pandemics, strikes, lockouts or failures of third-party service providers. The affected party will notify the other party as soon as reasonably practicable and use reasonable efforts to mitigate the effects of such circumstances.

14.2 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign these Terms to any affiliate or in connection with a sale of all or substantially all of our business or assets.

14.3 Variation

We may change these Terms only as described in the Introduction. Changes to the Fees and to the checks available on the Platform are made in accordance with clauses 8.6 and 4.2.

14.4 Severability

If any provision of these Terms is found to be invalid, illegal or unenforceable, it will be deemed deleted and the remaining provisions will continue in full force and effect.

14.5 Entire agreement

These Terms, including the Data Processing Addendum and our Pricing, constitute the entire agreement between the parties and supersede all prior agreements, understandings and representations relating to their subject matter.

14.6 Third-party rights

A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.

14.7 Notices

All notices under these Terms must be in writing and sent by email. Notices to you will be sent to the email address of the primary point of contact you nominate when you create your account, as updated on the Platform from time to time. Notices to us must be sent to [email protected].

14.8 Insurance

We will maintain in force during the Term professional indemnity insurance with coverage appropriate to the nature and scale of the Services, and will provide evidence of such insurance on your reasonable written request.

15.1 Governing law

These Terms are governed by and construed in accordance with the laws of England and Wales.

15.2 Escalation

In the event of any dispute arising out of or in connection with these Terms, the parties will first attempt to resolve the matter through good faith negotiations between appropriate representatives of each party. If the dispute remains unresolved within fourteen (14) days of written notification, either party may escalate the matter in accordance with clause 15.3.

15.3 Jurisdiction

Subject to clause 15.2, the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.