Matrix Terms | Community

Supplier Terms and Conditions for Customers

Between:
SEC WATCHDOG LIMITED trading as Matrix Security Watchdog (registered number: 14616198) whose registered office is at Davy Avenue, Partis House, Knowlhill, Milton Keynes, Buckinghamshire, MK5 8HJ (“MSW”);
and The “Customer” who is a “Reseller” as defined in the agreement with Oleeo.

Background:

(a) The Customer has an obligation to undertake employment checks on employees.

(b) The Supplier provides employment checks required by the Customer and will do so on the terms of this agreement.

IT IS AGREED AS FOLLOWS:

1. Definitions

1.1 The definitions and rules of interpretation in this Clause apply in this Agreement.

Applicant: means a person put forward by the Customer as being already employed by, previously employed by or who has been offered employment or contractual engagement by the Customer or any other person in respect of whom the Customer requests MSW to provide Services.

Applicant Information: means data, information and documentation provided by an Applicant such as address history, identification documents, etc, which are required by MSW to provide the Services.

Intellectual Property Rights: means all patents, rights to inventions, copyright, trademarks, trade, business and domain names, rights in goodwill, rights in designs, computer software, database design, topography rights, moral rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world.

Result: means the result(s) of one or more of the checks carried out by the Disclosure and Barring Service (DBS), Disclosure Scotland and/or or third party agencies and signifies the end of Services for the individual Work Order.

Service(s): means the service(s) to be provided via Oleeo.

System: means the MSW eBulk platform and all versions or replacement screening tools used or provided for use in connection with the Services, including but not limited to, its web portal, software and (where the context permits) any Documentation and Media which is to be provided by MSW as part of the Services.

User: means an Applicant or an authorised person working for the Customer authorised to access the System in accordance with the terms of this Agreement.

Work Order: means an order for Services from the Customer pursuant this agreement. Each Work Order shall incorporate and be governed by this agreement.

1.2 Interpretation:

(a) A reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended or re-enacted from time to time; and

(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Supply of Services

2.1 MSW will supply to the Customer the Services as agreed with Oleeo.

2.2 In providing the Services, MSW shall:

(a) perform the Services with the best care, skill and diligence in accordance with best practice in the industry, profession or trade;

(b) ensure that any Results are not kept any longer than necessary and in all cases not longer than 180 days from the date of issue;

(c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Customer's obligations are fulfilled in accordance with this agreement;

(d) provide all equipment and such other items as are required to provide the Services;

(e) obtain and at all times maintain all licences and consents which may be required for the provision of the Services;

(f) comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services;

(g) have in place all relevant insurances policies;

(h) provide the Customer with reports as to the progress of the Services through the System;

(i) not be responsible for clarifying or investigating actual or claimed discrepancies or anomalies identified during the process of, or contained in the results of, the Disclosure Results either with the Applicant or with any third party.

3. Customer obligations

3.1 The Customer shall have the following responsibilities during the Term:

(j) ensure that any DBS, Disclosure Scotland and/or or third party checks requested are only done so where authorisation from the individual has been received, and where allowable in accordance with the DBS, Disclosure Scotland and/or or third party Code of Practice and relevant legislation;

(k) check and make a record of the evidence of identity provided by the Applicant to the Customer, and record this in the manner required by DBS or Disclosure Scotland, or as may reasonably be required by MSW;

(l) be responsible for the actions of their employees when using the System including, but not limited to, adding users, training, appropriate use including not sharing accounts with any party not authorised by MSW, ensuring security of the System by the users, deactivation or change of users;

(m) accept responsibility for the selection of the Service provided by MSW to achieve the Customer’s intended Results;

(n) ensure that the content of any data, files, upload or other site content (i) do not contain any material that is illegal, obscene, pornographic, defamatory, blasphemous, libellous, or indecent, (ii) does not infringe third party rights, and (iii) does not breach copyright or any other relevant legislation, statute or regulation;

(o) ensure all Applicants are notified of the potential effect of a criminal record history on the recruitment and selection process and any recruitment decision;

(p) not use the Service in a manner that may harm or impair any other party’s use of it or in an attempt to gain unauthorised access to any service, network, account or data by any means;

(q) be responsible for the Applicant’s responsiveness to requests and for informing the Applicant on the Result;

(r) inform MSW of any change of Users of the System to enable MSW to add or remove access rights;

(s) ensure that every User accessing the System complies with all provisions of the agreement applicable to the Customer as if they were their own, including, where applicable, withdraw the account details from any user acting in a malicious manner or otherwise outside of the DBS, Disclosure Scotland and/or or third party Code of Practice or users no longer authorised to access the System;

(t) ensure that User devices have and maintain suitable industry standard IT security applications and devices appropriate for accessing the Service and/or System;

(u) store, handle, retain and dispose of any Result strictly in accordance with the Disclosure and Barring Service Explanatory Guide for Registered Persons and Other Recipients of Disclosure Information, and/or with the requirements of any relevant third party;

(v) be responsible for and liable to obtain the receipt of consent from any Applicant to undertake the relevant check. Where consent is provided to the Customer, MSW shall be deemed to have the right to consider consent to have been granted to them. Copies of consent in respect of one of more Applicants shall be made available to MSW on request, either from time to time or generally. Consent will grant MSW permission to direct the request to the relevant agency (DBS for England & Wales and Disclosure Scotland for Scotland) based on locality of job role and/or residence as required under the Legislation.

(w) comply with all other Disclosure and Barring Service, Disclosure Scotland and/or third-party policy requirements and regulations as amended from time to time, and assist MSW in doing so; and

(x) comply with and uses the Services in accordance with all relevant and applicable laws.

4. Intellectual Property Rights

4.1 All Intellectual Property Rights of whatever nature in respect of any part of the System or any matter related to the Services shall remain vested or be deemed to vest in MSW.

4.2 MSW grants the Customer a non-exclusive, non-transferrable licence to use the System and Services during the Term. The Customer further undertakes not to sell, lease, hire, adapt, copy, modify, enhance or create derivatives of, utilise outside the terms of the granted licence or otherwise make available in any way to any third party, reverse engineer any software, merge, decompile, disassemble, or otherwise translate or derive any trade secrets and/or source code in any software components which are embodied in any of the System.

4.3 The Customer acknowledges that it is granted a license to use the System and Services only in accordance with the express terms of this agreement and not further or otherwise. the Customer shall not be entitled to sub licence, assign or otherwise transfer rights granted to it under such license.

5. Indemnity

5.1 Each party shall indemnify the other party against all liabilities, costs, expenses, damages and losses (excluding any indirect or consequential losses, loss of profit, loss of reputation, loss of goodwill) and interest and legal costs suffered or incurred by the other party arising out of or in connection with:

(y) any claim brought for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the receipt, use or supply of the System and/or Services; and

(z) any claim made by a third party arising out of, or in connection with, the supply of the Services.

5.2 This clause 5 shall survive termination of the contract.

6. Limitation of Liability

6.1 References to liability in this clause 6 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

6.2 Nothing in this this clause 6 shall limit the Customer’s payment obligations under this agreement.

6.3 Nothing in this agreement limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

6.4 MSW expressly excludes all liability for the content, quality or accuracy of the information that it receives and/or provides to the Customer in the course of the Service, whether such information comes from the Applicant, the Disclosure and Barring Service, Disclosure Scotland or other third parties, and under no circumstance shall MSW be liable for any failure to verify the accuracy and completeness of the information provided by the Applicant, the Disclosure and Barring Service, Disclosure Scotland or other third parties, or conducting any further investigations.

6.5 Subject to clause 6.3 and 6.4, the Customer's total liability to MSW for other loss or damage shall be limited in any calendar year to 100% of the Charges paid or payable in the calendar year in which the event giving rise to the breach of this agreement occurred.

6.6 Subject to clause 6.3 and 6.4, MSW’s total liability to the Customer for other loss or damage shall be limited in any calendar year to 100% of the Charges paid or payable in the calendar year in which the event giving rise to the breach of this agreement occurred.

6.7 Subject to clause 6.3, this clause 6.7 specifies the types of losses that are excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

6.8 Unless the Customer notifies MSW that it intends to make a claim in respect of an event within the notice period, being 4 weeks from the date of the event, the Customer shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become aware of the event having occurred. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

6.9 This clause 6 shall survive expiration or termination of this Agreement.

7. Data Protection

7.1 See the Data Processing Agreement at https://www.securitywatchdog.org.uk/privacy-policy/data-processing-agreement/ as may be updated from time to time.

8. Confidentiality

8.1 Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or Customers of the other party, except as permitted by Clause 8.2.

8.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 8; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

8.4 MSW, may, on occasion, use the Customer in appropriate case studies on its website. If MSW does this, then no personal data will be used, this will be a generic example of how MSW’s solutions have provided efficiencies and/or resolution.

9. Termination

Clause not used.

10. General

10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

10.2 Assignment and other dealings.

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

10.3 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

10.4 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.5 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

10.6 Severance. If any provision or part-provision of the Contract 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 this agreement. If any provision or part-provision of this Contract deleted under this Clause 10.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

10.7 Notices.

(a) Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery at its registered office;

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery, at 9.00 am on the second Business Day after posting;

(c) This Clause 10.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

10.8 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

10.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

10.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

By proceeding to place the Work Order, the Customer agrees to the terms of this agreement. The Supplier may amend these terms and conditions from time to time upon reasonable notice.