Terms and Conditions
1.1 In these Conditions the following words and phrases shall have the following meanings unless the context requires otherwise:
Any person(s) in respect of whom the Company wishes CBS to provide the Services;
The person(s) referred to and identified in the Service Agreement;
These Standard Terms and Conditions;
The contract for the supply of any Services by CBS to the Company comprising these Conditions and a Service Agreement;
The set of References relating to an Applicant that is supplied by CBS to the Company and which represents the completion of the Services in respect of that Applicant;
Any person(s) to whom the Company’s services are provided;
The fees and charges payable to CBS by the Company as specified in the Contract;
CBS Limited (company number 5435348);
Personal data entered onto the Site by the Applicant, which is used by CBS in the course of providing of the Services;
Any Employment Agency or Employment Business as defined by the Employment Agencies Act 1973 (and all regulations made thereunder);
Information obtained by CBS from various third parties in relation to the qualifications, career history, criminal record, characteristics or circumstances of the Applicant;
The services that CBS has agreed to provide pursuant to the Service Agreement and these Conditions;
The service agreement entered into between the Company and CBS;
The Site at of CBS or any other website operated and maintained by CBS from time to time which CBS may designate for the purpose of the Contract;
The start date for the provision of the Services as referred to and identified in the Service Agreement for those Services;
The term of the Contract as referred to and identified in the Service Agreement.
1.2 In these Conditions:
1.2.1 References to any statute or statutory provision shall, unless the context otherwise requires be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced;
1.2.2 References to the masculine include the feminine and the neuter and the singular include the plural and vice versa as the context admits or requires;
1.2.3 Words importing persons include individuals, bodies corporate and unincorporated; and
1.2.4 Headings shall not affect their construction.
2. APPLICATION OF THE CONDITIONS
2.1 These Conditions to the exclusion of all previous terms and conditions issued by CBS shall apply to any Service Agreement entered into after the date on which these Conditions were uploaded onto the Site.
2.2 These Conditions are deemed to be fully read, understood and accepted by the Company upon signature of the Service Agreement.
2.3 No variation or alteration to these Conditions or any representations about the Services shall have any effect unless expressly agreed and confirmed in writing by a director of CBS.
3. SERVICES GENERALLY
3.1 CBS shall be entitled at any time without notifying the Company to make changes to the Services that are necessary to comply with any applicable security or other statutory requirements and shall determine the manner in which the Services are provided.
3.2 Any intellectual property, ideas, concepts, know-how or techniques developed by CBS or obtained during the execution of the Services shall be owned exclusively by CBS.
3.3 With effect from the Start Date CBS shall provide the Services for the Term subject to the provisions of these Conditions.
3.4 CBS shall not be responsible for any failure to provide the Services or any unavailability of the Site as a result of circumstances beyond its reasonable control and the Company accepts that it shall still be responsible for the payment of the Fees as if the Services had been properly provided.
3.5 The Company accepts that:
3.5.1 CBS shall not be liable for any failure to provide the Services (or
any part thereof) as a result of the Company’s failure to comply with the Contract;
3.6 CBS may, at its discretion and without notice, report improper or illegal use of References or the Services by the Company to the relevant legal and/or professional bodies including the Department for Employment, the Office of the Information Commissioner and the Recruitment and Employment Confederation.
4. OBLIGATIONS OF THE COMPANY
4.1 The Company hereby undertakes and warrants to CBS that any information supplied by the Company in connection with the provision of the Services is accurate, complete and true.
4.2 The Company agrees to instruct each Applicant to fully complete the required application form, or to complete any other action which may be required to enable CBS to provide the Services. Where applicable, such written instructions must include details of the Company ID.
4.3 The Company acknowledges that CBS shall not be obliged to provide the Services until the Company has fulfilled its obligations under clause 4.2 above and until such time that any Applicant has completed their application form or any other action required. In the event that neither of these requirements are satisfied during the Term then clause 3.5 shall apply.
4.4 The Company accepts that CBS cannot guarantee the availability or suitability of any References, the speed at which any References can be obtained or the date upon which any Summary Report can be delivered to the Company. No obligations are imposed upon CBS and no warranties offered by CBS in regard to these matters.
4.5 The Company shall:
4.5.1 Where it is a Recruitment Agency, comply in all respects with the Employment Agencies Act 1973 (and all regulations made thereunder) and all statutes, rules, regulations, codes of practice and legal requirements to which the Company is ordinarily subject in respect of its receipt and processing of References and related matters;
4.5.2 Use all References supplied pursuant to the Contract and the Services solely for genuine recruitment purposes;
4.5.3 Ensure that it is notified as a data controller to the Office of the Information Commissioner under the Data Protection Act 1998 to the extent that it applies and complies with its obligations under that Act;
4.5.4 Keep confidential the References and all other information supplied by CBS in relation to any Applicant;
4.5.5 Not submit, copy, supply, re-sell, distribute or make available in any way any References or other information received from CBS to any person except where the Company has obtained the express prior consent of the Applicant or where the Company is a Recruitment Agency acting on behalf of an End User who intends to recruit such Applicants for their own employment;
4.5.6 Be responsible for satisfying itself as to the suitability of the References and to the suitability of any Applicant for any particular position;
4.5.7 Not discriminate between persons endeavouring to secure employment and shall not engage in any illegal discriminatory practices whether by reason of race, sex or disability;
4.5.8 Be responsible for all reasonable costs, claims, damages, loss, expenses and liabilities incurred by CBS arising out of the Company’s misuse of information on References.
5. SERVICES PROVIDED BY CBS
5.1 The Services provided by CBS in respect of each Applicant shall be specified in the Service Agreement, but shall generally include:
5.1.1 Issue of requests for References based on each Profile or on other Applicant information;
5.1.2 Following-up of requests for References by telephone, email, facsimile or post as may be required to obtain each Reference in the shortest possible time;
5.1.3 Compilation of a Summary Report in respect of each Applicant and supply of such Summary Report to the Company by an agreed method;
5.1.4 Provision of reasonable support and information to each Applicant by telephone, email, facsimile or post as may be required throughout the continuation of the Services;
5.1.5 Reporting of progress to the Company at agreed intervals in respect of each Applicant, their Profile, References and Summary Report
5.1.6 CBS will share all information obtained through the referencing process including but not exclusive to criminal disclosure certificates and credit history.
5.1.7 All information is shared with the Company as CBS accepts no responsibility to determine the suitability of any candidate for any role.
5.1.8 All recruitment decisions and accreditations/certifications are provided by the Company not CBS.
6.1 CBS shall not be liable (whether in contract or tort) for:
6.1.1 Any failure to provide any Reference, Summary Report or other any information as a result of circumstances beyond the reasonable control of CBS or as a result of the acts or omissions of the Company;
6.1.2 Any mistakes or errors whatsoever or any loss of information or data (or any damage thereto) that may arise during the Services as a result of circumstances beyond the reasonable control of CBS or as a result of the acts or omissions of the Company;
6.1.3 Any loss of profit, loss of revenue or contracts or any indirect, special, economic or consequential loss (whether caused by the negligence of CBS, its employees or agents);
6.1.4 Any delay, costs, expense, loss (including loss of profit), damage or liability (including without limitation as a result of any hardware failure, provision or use of software, virus, deletion, corruption, loss or removal of data) howsoever caused arising from any matter beyond the reasonable control of CBS or as a result of the acts or omissions of the Company;
6.1.5 Any loss or damage whatsoever (including loss of profits) howsoever caused arising out of the negligence, dishonesty, misconduct, breach of faith, incompetence, suitability of or the failure to disclosure any information by any Applicant. It is for Company to satisfy itself as to the suitability, standard of skill, integrity and reliability of all Applicants at all times.
6.2 In no event shall CBS’s liability to the Company under or in relation to the Contract (whether in contract or tort) exceed the amount of the Fees.
6.3 Nothing in this Contract shall restrict or exclude CBS’ liability for death or personal injury caused by its own negligence.
6.4 The Company agrees and acknowledges that save as expressly provided in the Contract no condition, warranty or representation of any kind is, has been, or shall be, given by or on behalf of CBS in respect of or in connection with the Services or the Contract and accordingly the Company confirms that it has not, in entering into the Contract, relied on any condition, warranty or representation by CBS or any person on its behalf, express or implied, whether arising by law or otherwise in relation to or in connection with the Services or the Contract. The Company hereby irrevocably and unconditionally waives the benefit of any such condition, warranty or representation by CBS.
7. PAYMENT PROVISIONS
7.1 CBS shall invoice the Company for the Fees in accordance with the terms of the Contract, subject to clause below
7.2 All sums due in respect of the Fees are exclusive of any value added tax or other applicable sales tax, for which the Company shall be additionally liable.
7.3 If the Company fails to pay any amount owing to CBS when due then CBS reserves the right to charge interest (after judgment) on that amount at the rate of 4% per annum above the base rate of Bank of Scotland Plc (without prejudice to CBS’ other rights under the Contract, which includes these Conditions). Such interest shall accrue from the due date until payment is made in full and shall be compounded monthly.
7.4 Additional costs may be incurred from third party organisations from whom CBS is required to obtain information, eg Universities. In such instances CBS will only request consent from the Company if the cost per application exceeds £20 (+VAT). Where the payment required to obtain information is less than £20 (+ VAT) per application, CBS will proceed with this request and pass the cost back to the Company.
8. TERMINATION AND CANCELLATION
8.1 Subject to the provisions of the Contract, the Services shall be provided for the Term.
8.2 The Contract and these Conditions apply for the Term unless terminated under this clause 8.
8.3 Either party may, at its sole discretion, terminate the Contract at any time by notice in writing to the other party (the “Defaulting Party”) if:
8.3.1 The Defaulting Party fails to pay to the other party any amount when due; or
8.3.2 The Defaulting Party is in breach of the Contract and fails to remedy such breach within 14 days of notice from the other party requiring it to be remedied.
8.4 CBS may suspend the Services and/or terminate the Contract by notice in writing to the Company if it believes that any acts or omissions in connection with the Contract of a Company that is a Recruitment Agency constitute or lead to breach of the Employment Agencies Act 1973 (or any regulations made thereunder).
8.5 Upon termination of the Contract the provision of the Services shall immediately cease and the full amount of any sums owing to CBS by the Company in respect of the Services, whether or not provided, shall become payable with immediate effect.
8.6 The Company shall be responsible for all reasonable costs, claims, damages, loss, expenses and liabilities incurred by CBS arising out of the Company’s breach of its obligations under the Contract (including, without limitation, on a solicitor and own client basis, any legal fees and disbursements reasonably incurred by CBS).
9.1 A notice required or permitted to be given under these Conditions shall:
9.1.1 Be in writing addressed to that other party at its registered office or principal place of business or such other relevant address as may at the relevant time have been notified pursuant to this provision to the other party giving the notice; or
9.1.2 Be in the form of an email addressed to CBS at CBSReferencingTeam@cbscreening.co.uk (or such other address as supplied by CBS) or if to the Company, to such address as supplied by the Company and the Company shall be deemed to have received such notification within one hour of transmission.
9.2 The Company is responsible for notifying CBS of any changes to its email address. Such notification shall request an acknowledgement of receipt and shall be confirmed in writing and sent to CBS by first class post or by facsimile.
10.1 The Company shall not be entitled to assign the Contract nor any or all of its rights and obligations hereunder.
10.2 If any provision of these Conditions shall be invalid or unenforceable, it shall not affect any other provision, which shall remain in full force and effect.
10.3 The Contract constitutes the entire agreement between the Company and CBS in respect of the Services.
10.4 Any waiver by CBS of any breach of, or any default under, any provision of the Contract by the Company shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
10.5 Failure or delay by CBS in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
10.6 The parties to this Contract do not intend that any term of this Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it in Schedule 4 of the Safeguarding Vulnerable Groups (SVG) Act 2006, as amended (in particular by, Section 64, Protection of Freedoms Act 2012).
Head Office: CBS House, 40-42 Robert Street, Pontypridd, CF37 3DY
London Office: 5 St John’s Lane, London, EC1M 4BH
T: 01443 799900