Version 1.0
Veremark Ltd (“Veremark” or “Vendor”); Registered Company Number: 11681510; of Registered Address: 85 Great Portland Street London, England, W1W 7LT, United Kingdom, and its subsidiaries, offers to provide employment screening services as described in Schedule 1 & 2 of this Contract” (the“Services”) for:
The Creator of the Account & any subsequent users related to the account “The Client” are subject to the terms and conditions outlined in the contract. Veremark and the Client are each a (“Party”) and, collectively, (the "Parties").
1. Contract Period
1.1 This agreement, constituted by the Client’s execution of this Contract (the “Contract"), shall take effect from the date of account creation and shall remain effective for the duration of the account’s lifetime.
1.2 Should the Client wish to terminate the service and have prepaid for any number of credits then the client may provide a written request to the Client no less than (3) months before the expiration of the Initial Term (“Expiry Date”) at which time the monetary value of said credits would be returned within 30 days to the client minus the discounts received through any bulk purchases on checks already completed.
1.3 While not an exclusive agreement, nor having any minimum usage levels associated, it is agreed Veremark would be the primary vendor for pre-employment screening checks under this agreement and would be notified to any change to that status.
2. Termination
2.1 In the event the Client wishes to terminate the agreement, they can do so immediately upon written notice to Veremark where after all accounts and outstanding expenses will be settled, and any client related data will be deleted.
3. Turnaround Time and Expedited Service
3.1 Expected Turnaround time for the business-as-usual service is up to 15 business days depending on the type and the country / jurisdiction of the search. Turnaround times are quoted as business days and are subject to the following:
- The complete subject/candidate information for screening being supplied
- Educational verifications being conducted during educational institutes’ term times
- Employment verifications being conducted during employers’ business hours
Veremark will use its best efforts to provide the requested information. However, circumstances beyond Veremark’s control may arise that prevent a search from being completed. (For instance, if a company has ceased operations or declines to release the information) In these cases, Veremark shall be obliged only to use reasonable efforts to complete employment verifications.
However, if expedited service is requested, a surcharge of additional 50% of the contracted rate shall be applied. Expedited service is when a report is requested to be prioritised ahead of other cases or to accelerate the follow up process to every day rather than every alternative business day. Where the client has credits on the system, this expedited fee will be deducted from their account.
4. Services and Warranty
4.1 Veremark will provide the Services as described in Schedule 1 of this Contract. It is an essential condition of the Contract and understood by Veremark and the Client that the completeness and accuracy of the Information contained in the Report will depend on the completeness of the data provided to Veremark by the Client and/or Candidate(the “Inputs”).
4.2 All Services are to be provided in a professional manner in accordance with reasonable and recognized industry standards. Except as expressly provided, Veremark and its subsidiaries make no and disclaim any and all warranties and representations with respect to the Services provided herein, whether such warranties and representations are expressed or implied in fact or by operation of law or otherwise, including without limitation implied warranties of merchantability and fitness for a particular purpose and implied warranties arising from the course of dealing ora course of performance with respect to the accuracy, validity, or completeness of any Services or Reports.
4.3 Veremark passes on to the Client, information which Veremark has obtained about the candidate / subject of a background screening report. Veremark is not the author or the creator of that information. Given the limitations, no responsibility will be taken by Veremark for the consequences if the Client should rely on such information from the source. However, Veremark will provide reasonable procedures to protect against any false information being provided to the Client. All personal data supplied is intended to be for the sole purpose of the Client’s evaluation and is not intended for public dissemination.
4.4 The Vendor shall be entitled to sub‑contract the whole or any part of its obligations here under to any third party but shall remain liable as if it were performing the Services itself.
5. Fees and Payment
5.1 All fees for the delivery of the Services are outlined in the referenced and pre-agreed proposal. Where any product / search is requested that is not detailed in Schedule1 or the proposal, then Client will be charged at the prevailing rate on the time the order is placed using Veremark’s online global Product Menu and price list, which is always readily viewable on the Veremark platform within the Client’s account.
For Client’s with a corporate billing account agreement, an invoice for Services shall be delivered to the Client within five (5) business days from the end of the previous month. All payment shall be due and payable within thirty days (30) days after receipt of invoice.
When gathering information, it may, on occasion, be necessary for in-person research or documentary verification to be made by Veremark staff or Veremark nominated partners. Travel expenses and/or verification expenses incurred for in-person services will be passed on to the client at cost and deducted from the credits within their account or included in the invoice.
There may also be occasions where a translation is necessary to complete a search or verification. Translation services would be conducted by a Veremark nominated partner and the expenses passed on to Client at cost.
Additionally, some institutes, organisations, corporate entities, or government agencies levy additional fees or surcharges for the provision or confirmation of information. Veremark will pass these fees or surcharges on to Client at cost.
5.2 Client agrees to pre-approve a budget of up to £50 (or the local currency equivalent) per case to cover additional pass-through costs before requiring notification from Veremark. All pass-through costs will be deducted from the credits within the account or charged back against the next month’s invoice.
5.3 Veremark warrants that it will use its best efforts to obtain Information to fulfil the services set out in the Proposal and ordered by the Client. However, should third parties refuse to release the Information within a period of 30 business days after the first request submitted by Veremark, including adequate subsequent follow-up by Veremark within a period of 30 business days, Veremark will inform the Client and align on the next steps of closing the subject/candidate case file for payment.
After the Client orders the Services, should Veremark require more information and /or documents from the Client to proceed with information gathering, a request will be made to the Client. If the required additional information and/or documents have not been received by Veremark within a period of 30 business days, Veremark will inform the Client and align on the next steps of closing the data subject/candidate case file for payment.
5.4 All payments to be made under this Agreement shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction of or on account of any taxes, levies, imports, duties, charges, fees, and withholdings of any nature now or hereafter imposed by any governmental, fiscal, or other authority save as required by law. If a Party to this Agreement is compelled to make any such deduction, it will pay to the receiving Party such additional amounts as are necessary to ensure receipt by the receiving Party of the full amount which that party would have received but for the deduction.
5.5 Veremark shall be entitled to suspend any or all of the services for non-payment of open invoice(s), 30 days after receipt of invoice.
5.6 Any agreement signed by both Parties will supersede these digitally accepted Terms of Service.
6. Cancellation Policy
6.1 Veremark, through its Code of Conduct, recognises its commitment to ethical business behaviour and quality standards that benefit our clients and our business. When an order is cancelled, we only charge a percentage or part thereof of the total fees to cover our costs of fulfilment efforts and any other potential fees incurred from approved-order initiation to cancel date.
The below table outlines how charges are applied for orders that are cancelled.
*The above does not include and any other potential fees or3rd party costs that have been incurred to date on the check andwill be charged back at cost.
7. Compliance
7.1 Veremark and the Client represent and warrant that they will comply with all relevant laws and regulations regarding the Services under the Contract, including but not limited to all relevant data privacy laws.
For subjects/candidates residing in the United States,Client as End-User hereby certifies that, each time a report is requested, all of its orders for information products from Veremark shall be made, and the resulting reports shall be used, for the following Fair Credit Reporting Act,15 U.S.C. § 1681 et seq. (“FCRA”) permissible purposes only: for employment purposes under Section 604(a)(3)(B), including contractors, volunteers or evaluating a consumer for employment, promotion, reassignment, retention as an employee, where the consumer has given prior written permission.
7.2 The Client acknowledges that Veremark, in receiving any information from the Client so as to perform the Services, holds, processes, and uses such information solely on behalf of the Client and does not hold, process, or use such information for any of Veremark's own purposes.
By signing the Contract and again with the submission of each request for the Services, the Client certifies and warrants to Veremark that prior to requesting Veremark to provide the Services, it has notified the subject/candidate of the Services (the “Candidate”) that Veremark will be performing the Services for the Client and that it has obtained the explicit consent (which is given voluntarily and has not been withdrawn) from the Candidate for Veremark to contact them and enact said Services.
7.3 Veremark has a zero-tolerance approach to bribery. We do not pay bribes or offer improper inducements to any person or organisation for any purpose. We do not accept bribes or improper inducements from any person or organisation for any purpose. We do not engage indirectly or otherwise encourage bribery. We take proactive measures to detect, deter and prevent acts of bribery. These measures are monitored and updated on a regular basis. A more detailed policy can be shared at request.
7.4 Veremark has a zero-tolerance approach to slavery and human trafficking. We are committed to ensuring that they do not take place in our organisation and we take proactive measures to ensure they do not take place in our supply chains either. These measures are monitored and updated on a regular basis.
8. Confidentiality
8.1 Except insofar as may be necessary for Veremark to complete the Services properly, each party shall not at any time use any confidential or proprietary information relating or belonging to the other party. Nor will either party disclose or divulge any such confidential or proprietary information to anyone outside of this agreement without the other party’s consent.
8.2 The Client certifies that it shall hold the Report in strict confidence and not disclose the Report or any Information in the Report to any party not involved in the current employment decision or where needed for the subject/candidate to perform and fulfil their duties e.g., clients work. Furthermore, the Client shall not use the Information from the Report to create, compile, or maintain a database.
This clause (8) shall not prohibit disclosure of any information if and to the extent:
a) the disclosure is required by the law, any competent court, any competent governmental or regulatory authority;
b) the disclosure is required for the purpose of any judicial proceedings arising out of this contract or any other Contract entered into under or pursuant to this contract or the disclosure is reasonable required to be made to a tax authority in connection with the tax affairs or the disclosing party;
c) the disclosure is made to professional advisors of Veremark or the Client on terms that such professional advisers undertake to comply with the provisions clause (9) in respect of such information as if they were a party to this Contract;
d) the information is or becomes publicly available (other than by a breach of confidentiality or of this contract); or the other party has given prior written approval to the disclosure.
e) The subject/candidate requests access to the information in the form of their own career passport.
The above confidentiality obligations shall survive for a period of two (2) years or for as long as the confidential or proprietary information retains commercial value or has not been publicly disclosed.
9. Indemnity
9.1 The Client agrees to indemnify and keep indemnified, Veremark from and against all liability arising out of or in the course of the fulfilment by Veremark of the terms of the Contract incurred or suffered by way of judgments, fines, penalties, claims, demands, and costs which are caused by the Client’s sole default or negligence. Veremark equally agrees to indemnify and keep Client indemnified from and against all liability arising out of or in relation to Veremark's breach of its obligations under this Contract as well as any breach of applicable laws and regulations by Veremark. The Client and Veremark (as the case may be) agrees to either defend at its expense or at its option, to pay the cost of the reasonable expenses incurred in the defence of any claims or actions against Veremark or the Client (as the case may be) resulting from performance of the Contract.
9.2 The Contract to indemnify Veremark will not be binding upon the Client in any action proceeding against Veremark, its employees, agents or representatives in respect of the same facts or circumstances giving rise to a claim for indemnification, if it is finally adjudicated by a court of competent jurisdiction that Veremark or any of its employees, agents or representatives is liable for negligence, wilful tortuous misconduct or violations of the law of that jurisdiction but without prejudice to the right to indemnification in respect of liability arising out of other facts or circumstances pertaining to the fulfilment by Veremark of the terms of the Contract that are caused by Client’s sole default.
10. Limitations on Liability
10.1 No warranty whatsoever is given by Veremark to the Client regarding the accuracy of any matter contained in any report or in any statement of fact or opinion contained therein.
10.2 Veremark shall have no liability to the Client should any such statement of fact or opinion prove to be incorrect.
10.3 Neither party shall be liable to the other party for any loss (whether direct or indirect) of profits, business, or anticipated savings or for any indirect or consequential loss whatsoever even if Veremark or Client shall have been advised of the possibility of such loss.
Except for wilful misconduct, gross negligence, fraud, and breach of data protection laws, Veremark and Client’s total aggregate liability arising by reason of or in connection with the performance of this Contract shall be limited to 100% of the amount of fees paid by the Client to Veremark or the provision of all or part of the Services again which are referable to the aspect of the Services in respect of which the negligence was committed.
11. Force Majeure
11.1 Neither party shall be liable for any delay in performing any of its obligations under theContract if such delay is caused by circumstances beyond reasonable control of the party so delaying and such party shall be entitled (subject to giving the other party full particulars of the circumstances in question and to using all reasonable endeavours to resume full performance without avoidable delay) to a reasonable extension of time for the performance of such obligations.
12. Data Protection and security
12.1 Each party warrants to the other that it will comply with applicable data protection laws including GDPR and all other applicable laws, rules, and regulations that the controller is subject to within the European Union and, to the extent applicable, the laws of any other country, that relate to the privacy, protection, use or disclosure f Personal Data.
This agreement applies to Veremark Ltd as the processor andClient as the controller.
12.2 Each party recognises that it is impossible to maintain flawless security but (where relevant) Provider shall take all reasonable steps to prevent security breaches in its servers' interaction with the Customer and security breaches in any interaction with resources or users outside of any firewall that may be built into Provider’s servers.
12.3 The Customer is responsible for maintaining the confidentiality of any passwords which are required to access the Software and the Services and is solely responsible for any damage caused by any such unauthorised access which arises from its failure to do so.
13. Customer Usage and Limitations
13.1. The Customer accepts that it shall in no circumstances be permitted to:
· Reproduce, edit, create derivative works of, sell orin any way commercially exploit any part or aspect of the Software;
· outsource the Services or Software provided under thisAgreement to third parties;
· attempt to decompile (as defined in section 50B of theCopyright, Designs and Patent sAct 1988) the Software (including any underlying software or any part of it)that is used to provide the Services, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988; and
· to observe, study or test the functioning of theSoftware (including any underlying software or any part of it) that is used to provide the Services, except and only to the extent that such restriction is prohibited pursuant to section 50 BA of the Copyright, Designs and Patents Act1988.
14. Outages, Service Interruptions and Changes to Services
14.1. ServiceInterruptions may be made by the Vendor when in its reasonable opinion they are necessary to facilitate improvements to, or maintenance of the Services.Provider will use reasonable endeavours to minimise the duration of suchOutages or Service Interruptions that it deems necessary.
14.2 IfOutages or Service Interruptions are required pursuant to Clause 7.1, theVendor will endeavour to schedule them so as to minimise impact on the Services and to notify the Customer as far in advance as is practicable of the anticipated commencement time and estimated duration of the relevant Outage orService Interruption.
14.3 Customer requested interruptions (including, but not limited to, request for an application server to be re-booted) will be fulfilled at the Vendor’s discretion but will not be considered a break in service, and will not be a factor when considering the Service Levels for any purpose or give rise to any liability on the part of Provider.
14.4 Save for where an applicable Service Level specifically provides otherwise the occurrence of Outages or ServiceInterruptions shall not constitute breaches of this Agreement.
15. Intellectual Property Rights
15.1. Without prejudice to the Customer’s rights inits own materials, the parties here by agree that the Customer shall not acquire any Intellectual Property Rights whatsoever in respect of the Software, documentation and other materials used by Provider in connection with or related to the provision of the Services here under.
15.2. The Vendor warrants that it has all necessary right, title and interest to enable the Customer to benefit from the Services in accordance with this Agreement.
15.3. The Customer hereby grants to Provider:
15.3.1. Anon-exclusive, royalty-free, world-widen licence during the Term to use, copy, reproduce, and manipulate data provided by the Customer or resulting from theServices for the purposes of using the data for the provision of the Services; and
15.3.2. Anon-exclusive, royalty-free, world-wide licence during the Term to use, reproduce and display the Customer’s trademarks for the purposes of using the data for the provision of the Services.
15.4. Subject to any contrary provision in thisAgreement, Provider undertakes only to use the Customer’s trade marks for the purpose of providing the Services and for marketing purposes.
16. Publicity
16.1. TheVendor is permitted to make announcements or information concerning this Agreement available in any advertising publicity promotional or other marketing activities without the prior written consent of the Customer. For the avoidance of doubt, the Vendor is permitted to use the Customer’s name, logo and any feedback it provides to the Company. The Customer shall, on request, assist theVendor in preparing a case study which sets out the benefits that the Customer has derived from receipt of the Services.
16.2. TheCustomer shall not make an announcement or information concerning thisAgreement or any ancillary matter shall be made or released or authorised to be made or released in any advertising publicity promotional or other marketing activities without the prior written consent of the Vendor.
17. General Terms
If any provision of the Terms shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provision shall not be in any way affected or impaired. This Contract constitutes the entire Contract between the Parties upon this subject and supersedes all previous representations, offers, undertakings or contracts. No modifications, amendments or additions to this Contract shall be made except in writing signed by all Parties.
The exercise of any right or remedy obtained within theTerms by any Party shall be without prejudice to any other right or remedy which any Party may have at law or in equity or from any statute.
Neither the failure of any Party to enforce at any time any of the provisions of the Terms nor the granting of any time or indulgence shall be construed as a waiver of that Party's right to enforce that or any other provision of the Terms thereafter. This Contract shall be governed and construed in all respects by the laws of United Kingdom and the Parties agree to submit to the exclusive jurisdiction of the English Courts except for USClients who would be governed under the rules of the Delaware Courts in theUnited States of America.
Any notice or other correspondence to be served or delivered in accordance with this Contract may be served or delivered personally or by posting it to the last known address of any Party or the registered office address of the Company. It shall be deemed to have been received after 3 days if sent via email or facsimile transmission and after 7 days if served or delivered by post.
Notices should be sent specifically to dan@veremark.com as well as cc’ing danika@veremark.com as well as served at85 Great Portland Street, London, W11 7LT, UK
Schedule 1 – Pricing
a. Pricing
Pricing will be as the prices listed under the criteria settings.
b. PricingConsiderations
For countries where criminal checks are allowed, Global Sanctions will be recommended as it has a range of coverage within government database.
Certain universities and trade schools may have an additional charge which will be added at cost. Veremark will contact the client to confirm additional charges prior to proceeding or deduct the cost from the pre-approved budget.
There may also be occasions where a translation is necessary, which would be conducted by a Veremark nominated partner. Costs incurred for translation services would also be passed onto the client at cost and deducted from the credits within their account.
Cost of Criminal checks may vary per country depending on its market availability
Criminal checks in the UK excludeCounty Court charges which would incur an extra charge which would be passed onto the Client at cost.
If the subject/candidate has more than one (1) name, additional charges may apply, Veremark will, at Client’s request, conduct verifications on the data subject’s additional name(s) and pass any additional costs onto Client.
There will be an annual pricing review with prices to increase at least by an amount in line with inflation of the markets the check are conducted in each year.
c. Billing
Unless otherwise agreed with Veremark, the Client will purchase credits in advance either by bank transfer or credit card and agrees for any additional surcharges to be deducted directly from the credits within their account.
d. General
If Veremark is required to amend the fees of the services it provides under this agreement, Veremark will, where possible, give not less than thirty calendar (30) days prior notice in writing to Client specifying the nature of the proposed amendment.
If such amendment is likely to result in any adverse change to the services, Client shall be entitled to reject the proposed amendment by notifying Veremark in writing no later than the expiry of the thirty (30) calendar day notice period. The rejection of the amendment will not result in the reinstatement of the original scope
e. Late Payment
Late Payment that is more than 30 days late will start to incur a 5% penalty fee for each 30 days that the payment is overdue. If the invoice is paid within the initial 30-day period, there is no penalty for that period. Late fees will be deducted from the next credit purchase.
Schedule 2: ServiceAgreements
a. Screening commencement
Veremark will commence verifications on receipt of the requested information within one (1) business day.
Where a data subject has not provided supporting documentation or complete information, the data subject will be emailed/telephoned five (5) reminder requests.
On day seven (7) after receipt of the screening request, Client will be contacted for further instruction if there is no response from the data subject.
b. Database I Public record searches
Veremark will conduct database / public record search, subject to local market availability, when an individual has lived in any jurisdiction within the last 7 years.Veremark will commence the database / public record search automatically and pass any charges involved onto Client in line with the expense agreement determined in Clause 5.
If the subject/candidate has more than one (1) name Veremark will, at Client’s request, conduct searches on the data subject’s additional name(s) and pass any additional costs onto Client, as per Schedule1.
c. Qualification& Professional Memberships Verifications
Veremark will verify the subject’s / candidate’s highest qualification obtained, unless otherwise directed by Client. Charges and availability are as per Schedule 1.
Veremark will verify the authenticity of the educational institution to ensure that it is accredited to award the degree/qualification.
Copies of the subject’s /candidate’s academic transcripts and/or diploma and/or degree certificates may be required to initiate a verification.
Veremark will make a maximum office (5) valid attempts in 10 business days to verify a subject’s / candidate’s education or professional details. If Veremark foresees difficulty in obtaining the verification, the subject/candidate will be contacted for further information and Veremark will look for an alternative method to complete the verification.
d. Employment History & Reference Verifications
Veremark will not contact the current employer of a subject/candidate unless we have specific permission from the subject/candidate to do so.
If a subject/candidate has previously been employed by any Client office, Veremark will verify the employment history.
Employment history verifications will be sourced with the relevant Payroll/HR Department. In the event that we cannot contact Payroll/HR, we will contact the data subject’s direct manager oran appropriate alternative.
If the subject/candidate has been self-employed, verifications will be sourced from their accountant or from a company or agency through which they were employed.
If employed by a recruitment/employment agency, full details of the agency are required for employment verifications to be conducted.
Veremark will make a maximum office (5) valid attempts within 10 business days to verify the employment history details. If Veremark foresees difficulty in obtaining the verification, the subject/candidate will be contacted for further information and Veremark will look for alternative method to complete the verification.
e. Professional references will be requested from the direct manager(s) and co-worker(s) whose contact information has been provide by the candidate. In the event that direct manager(s) and/or co-worker(s) are unresponsive to our requests for references, the service will be closed as“unverified, no response from reference”. Personnel
Veremark will have a support team available for Client’s day-to-day enquiries.
Client will maintain an accurate list of authorised personnel who are permitted to receive or access information on subjects/candidates/employees from the Veremark platform. Authorised user credentials and user permissions are required to access and use the Veremark platform.
Client will be provided with usernames and passwords for each authorised user. Users will be provided training and supporting documentation for using the Veremark platform. Authorised users with appropriate permission shave the option to manage account user settings within the platform. Veremark will only take instruction and respond to queries from authorised personnel with valid Veremark user credentials. Instruction and queries can be submitted to Veremark by Fax, Post orElectronic mail.
f. Reporting
At the conclusion of the background screening process, Veremark will provide Client with a report that can be accessed within platform.
Veremark will provide to Client a monthly report detailing background screening requests received, in progress and completed.
g. General
If Veremark is required to amend the scope and or fees for services it provides under this ServiceLevel Agreement, (with the exception of fees from courts, government agencies, educational institutions, third-party verification services and other datasources), Veremark will, where possible, give not less than thirty (30) days prior notice in writing to Client specifying the nature of the proposed amendment.
If such amendment is likely to result in any adverse change to the services, Client shall be entitled to reject the proposed amendment by notifying Veremark in writing no later than the expiry of the thirty (30) day notice period. The rejection of the amendment may not result in the reinstatement of the original scope.
All extra charges will have approval sought for in line with the agreed amount for of Clause 5 - Fees andPayment.