Terms & conditions
GSL Employment screening services
Business terms and conditions
1. Interpretation
1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions ("Conditions")
"Contract" the Customer's order and the Supplier's acceptance of it, under condition 2;
"Customer" the organisation, firm or company named on the Order Form;
"Customer's Information" any information provided by the Customer and used directly or indirectly in the supply of the Services;
"Order Form" the order form attached to these Conditions;
"Report Information" the information to be provided by the Supplier to the Customer in the provision of the Services;
"Services" the services to be provided by the Supplier as set out in the Order Form;
"Supplier" GSL UK Limited;
"VAT" value added tax chargeable under English law for the time being and any similar additional tax.
1.2 Condition headings shall not affect the interpretation of these conditions.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 The Order Form forms part of the Contract and shall have effect as if set out in full in the body of these Conditions and any reference to the Contract includes the Order Form.
1.5 Words in the singular shall include the plural and vice versa.
1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.7 A reference to writing or written includes faxes but not e-mail.
1.8 Where the words include(s), including or in particular are used in these Conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
1.9 Any obligation in the Contract on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
2. Formation of contract
The Customer's order as set out in the Order Form, constitutes an offer by the Customer to purchase the Services specified in it on these Conditions. No offer placed by the Customer shall be accepted by the Supplier other than by a written acknowledgement issued and executed by the Supplier or (if earlier) by the Supplier starting to provide the Services, when a contract for the supply and purchase of those Services on these Conditions will be established.
3. Commencement and duration
3.1 Unless otherwise specified in the Order Form, the Services supplied under the Contract shall be provided by the Supplier to the Customer from the date of acceptance by the Supplier of the Customer's offer in accordance with condition 2.
3.2 The Services shall be supplied for the term (if any) specified in the Order Form, unless the Contract is terminated in accordance with condition 11.
4. Supplier's obligations
4.1 The Supplier shall use reasonable endeavours to provide the Services in accordance in all material respects with the Order Form.
4.2 The Supplier shall use reasonable endeavours to meet any performance dates (if any) specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence of the Contract.
5. Customer's obligations
5.1 The Customer shall:
5.1.1 co-operate with the Supplier in all matters relating to the Services;
5.1.2 provide, in a timely manner, such Customer Information as the Supplier may request and ensure that it is accurate in all material respects;
5.1.3 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services and the use of the Customer Information and the Report Information.
5.2 If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
5.3 The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of [six] months after the last date of supply of the Services, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Supplier in the provision of the Services.
6. Charges and payment
6.1 The total price for the Services shall be the amount set out in the Order Form. The total price shall be invoiced by, and paid to, the Supplier (without deduction or set-off), as set out in the Order Form.
6.2 Unless otherwise specified in the Order Form, the Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within [30] days of receipt.
6.3 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:
6.3.1 charge interest on such sum from the due date for payment at the annual rate of [PERCENTAGE]% above the base lending rate from time to time of [FULL NAME OF BANK], accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
6.3.2 suspend all Services until payment has been made in full.
6.4 Time for payment shall be of the essence of the Contract.
6.5 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. This condition 6.5 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
6.6 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
7. Intellectual property rights
As between the Customer and the Supplier, all intellectual property rights and all other rights in the Report Information shall be owned by the Supplier.
8. Confidentiality and the supplier's property
8.1 The Customer shall keep in strict confidence all information of a confidential nature concerning the Supplier's business or its services which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Customer's obligations to the Supplier, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
8.2 This condition 8 shall survive termination of the Contract, however arising.
9. Limitation of liability -
THE CUSTOMER‘S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION
9.1 This condition 9 set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
9.1.1 any breach of the Contract;
9.1.2 any use made by the Customer of the Services, the Report Information or any part of them; and
9.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in these Conditions limits or excludes the liability of the Supplier:
9.3.1 for death or personal injury resulting from negligence; or
9.3.2 for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier.
9.4 Subject to conditions 9.2 and 9.3:
9.4.1 the Supplier shall not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information, or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
9.4.2 the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to [[£[AMOUNT] OR the price paid for the Services].
10. Data protection
Each of the Supplier and the Customer shall comply with the Data Protection Act 1998 and all other regulations and requirements relating to data protection in connection with the Services and the use of the Report Information. To the extent so required by law, the Customer shall obtain al necessary permissions from data subjects in relation to the Services in such form as the Supplier may require.
11. Termination
11.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:
11.1.1 the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
11.1.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
11.1.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
11.1.4 a receiver is appointed of any of the other party's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
11.1.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
11.1.6 the other party ceases, or threatens to cease, to trade; or
11.1.7 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
11.2 On termination of the Contract for any reason:
11.2.1 the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt; and
11.2.2 the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
12. Force majeure
The Supplier shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control including where information required to provide the Services is unavailable.
13. Variation
No variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
14. Waiver
14.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
14.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
15. Severance
15.1 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
15.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
16. Status of pre-contractual statements
Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
17. Assignment
17.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
17.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
18. No partnership or agency
Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
19. Rights of third parties
The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
20. Notices
Notice given under the Contract shall be in writing, sent for the attention of the person, and to the address or fax number, given in the Contract (or such other address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition 20 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.
21. Governing law and jurisdiction
21.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
21.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.
