- Defined Terms
The following terms shall have the meaning as defined in this clause unless not used with capital letters and the context indicates the definition is not applicable.
Authorised User is an individual who has been issued with login credentials to access the Portal on behalf of the Customer.
Controller means the natural or legal person, public authority, agency or any other body which alone or jointly with others determines the purposes and means of the processing of personal data; where the purposes and means of processing are determined by EU or Member State Laws, the Controller (or criteria for nominating the Controller) may be designated by those law.
Customer means any organisation that is registered to use the Portal and Services provided by Igniyte.
Customer Account means the details stored on the Portal relating to the customer, including but not limited to the name and address and contact details of the organisation, it’s company registration and data protection numbers, details of Authorised Users, transaction history and receipts.
Data Subject means an identifiable natural person about whom a Controller holds Personal Data. For the purposes of the agreement this may include an individual whose details are provided to Igniyte by the Customer as part of the request for Information or whose details are contained within the Information provided to Igniyte by Data Suppliers.
Data Supplier means organisations or individuals from whom information is obtained for the purpose of providing the services.
Fee means the sums payable by the Customer for the provision of the services by Igniyte.
GDPR means the Data Protection Act 2018 and the General Data Protection Regulations (EU) 2016/679 as applicable time to time and as amended, replaced or superseded from time to time, including laws implementing or supplementing GDPR.
Igniyte means Igniyte Limited; Company No 06830265; Registered Office 29 Temple Lane, Copmanthorpe, York, England, YO23 3TB.
Information means the information, data and reports that Igniyte provides to customers regarding the Data Subject.
Personal Data shall have the meaning set out in the GDPR, specifically this means any information relating to a Data Subject; who can be identified directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Portal means the website provided by Igniyte and all its contents found at www.yoono.io
Services means the provision of online screening services and includes the provision of Information by Igniyte to the Customer in respect of a Data Subject for whom the Customer has requested the service.
Sub-Processor means a natural or legal person, public authority, agency or any other body contracted by Igniyte to process Personal Data for the purpose of carrying out a specific processing activity.
Terms and Conditions means the terms and conditions of use applicable to the Services as provided by Igniyte applicable to all customers using the Portal.
2.1 These are the Terms and Conditions applicable to the Services provided by Igniyte.
2.2 In order to use the Services it is necessary for you to register as a Customer and by accessing the Portal, using the Services or by registering as a Customer, you agree that you have read these Terms and Conditions, you understand these Terms and Conditions and that you are bound by these Terms and Conditions. If you do not agree to these Terms and Conditions you may not use the Portal or access the Services.
2.3 These Terms and Conditions apply to all of the Services provided by Igniyte and override all previous agreements and representations made between Igniyte and any Customer.
3.1 Any organisation requiring the services provided by Igniyte must complete the registration process on the Portal. No request for Information or subscriptions/orders for the Services will be considered or accepted until the Customer Account on Portal has been authorised.
3.2 Individuals cannot register as a customer.
3.3 In order to register, customers must provide details regarding their organisation such as its name, address, phone number, website address, company and data protection registration numbers. Igniyte may make checks to verify the organisation and information is genuine.
3.4 Igniyte reserves the right to refuse any application for registration without providing any reason for the same.
3.5 To become an Authorised User on the Portal a person’s specific email address must be provided by the Customer.
4.1 Igniyte will provide the Customer with passwords to facilitate receipt of the Services. The Customer shall be responsible for protecting the safe keeping of such passwords against unauthorised use or disclosure to persons who are not Authorised Users.
4.2 The Customer shall:
- a) immediately notify Igniyte if it becomes aware of any unauthorised use or disclosure of a password. Until such notice is given Igniyte shall be entitled to assume that acts or dealings done in connection with the Services by a person who uses a password that has been provided to the Customer constitutes an act or dealing by the Customer.
- b) not encourage or facilitate exchange or disclosure of usernames and passwords between the Authorised Users of the Portal.
- c) ensure that the Authorised Users keep their usernames and passwords strictly confidential.
- d) ensure that all devices used by the Customer to order or access the system are placed in a secure location and accessible only by Authorised Users, and that such devices are secured when not in use through such means as screen locks, shutting power controls off, or other reasonable security procedures.
- Consent and Data Protection
5.1 The Customer must have a lawful basis to use any Personal Data that Igniyte is required to use to provide the Services. Igniyte recommends that the Customer obtains the explicit consent of the Data Subject to place an order for the Services. The full details of the lawful basis and any consent declaration must be held by the Customer before any request for Information on the Data Subject can commence.
5.2. Any consent declaration must include the signature of the Data Subject either in handwriting or as captured by an electronic signing service such as DocuSign. The consent must be retained by the Customer at all times and provided to Igniyte on request.
5.3 The details for the lawful basis must be accurate and timely for the provision of Services. Any consent declaration must be dated within 30 days of the order for the Services for that Data Subject on the Portal.
5.4 A consent declaration of the Data Subject must be freely given, specific, informed and unambiguous indication of the data subject's wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of Personal Data relating to him or her.
5.5 The lawful basis must be clearly appropriate for the type of checks the Services will involve and any consent declaration must make reference to the type of checks which the Customer intends to carry out. Igniyte reserves the right to reject any lawful basis or consent declaration which in its sole discretion deems unsuitable and request that a new consent declaration is signed by the Data Subject which includes the appropriate wording.
5.6 No liability shall attach to Igniyte in the event that the lawful basis is not accurate and/or any signature provided, or email address provided for an electronic signing request is not that of the of the Data Subject.
5.7 The Customer hereby indemnifies Igniyte in respect of all costs, expenses and losses that may be incurred by Igniyte for any breach of the provisions of this clause 5 by the Customer or an Authorised User.
5.8 The Data Subject has the right to withdraw their consent to the screening process at any time and the Customer agrees to notify Igniyte if any Data Subject removes consent without any delay, and to immediately provide a copy of any report generated by the Customer relating to any Data Subject to Igniyte on request. In the event a Data Subject removes consent Igniyte shall be entitled to retain or charge any Fee applicable for the Services which have commenced.
5.9 Both parties shall comply with the GDPR at all times.
5.10 Where Igniyte is the Data Processor of any Personal Data for the Customer it shall:
- a) solely process the Personal Data for the provision of the services under the Agreement with the Customer and in compliance with the Customer's written instructions as set out in this Agreement and as may be specified from time to time in writing by the Customer;
- b) notify the Customer promptly if Igniyte becomes aware that any instructions of the Customer relating to the processing of Personal Data are unlawful;
- c) ensure that any persons (including Sub-Processors) used by Igniyte to process Personal Data are subject to legally binding obligations of confidentiality in relation to the Personal Data;
- d) be authorised to engage a sub-contractor to carry out any processing of Personal Data provided that Igniyte: notifies the Client of the engagement of such subcontractor; and ensures that obligations equivalent to the obligations set out in these Clause 5.9 and 5.10 ("the Processing Clauses") are included in all contracts between Igniyte and sub-contractors who will be processing Personal Data; and notwithstanding Igniyte's compliance with sub-clauses (a) and (b) it shall remain liable for the acts of any sub-contractor and for compliance with all the requirements of this Agreement;
- e) take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data taking into account the harm that might result from such unauthorised or unlawful processing, loss, destruction or damage and the nature of the Personal Data to be protected;
- f) taking into account the nature of the data processing activities undertaken by Igniyte provide reasonable assistance and co-operation (including without limitation putting in place appropriate technical and organisations measures) to enable the Customer to fulfil its obligations to respond to requests from individuals exercising their rights under the GDPR;
- g) assist the Customer in ensuring compliance with the obligations set out in the GDPR (inclusive) taking into account the nature of the data processing undertaken by Igniyte and the information available to Igniyte; and
- h) make available to the Customer all information necessary to demonstrate compliance with the Processing Clauses and allow for and contribute to audits, including inspections, conducted by or on behalf of the Customer or by the Information Commissioners Office pursuant to the GDPR.
5.11 The parties agree that the Customer shall indemnify Igniyte against any and all claims for a breach of the GDPR howsoever arising in respect of breach which was not the fault of Igniyte.
6.1 The standard method of payment for the Services shall be by debit/credit card.
6.2 The fees for the provision of the services shall be as displayed on the Portal at the time the Service is requested.
6.3 Igniyte reserves the right to alter the prevailing price list.
6.4 In certain circumstances Data Suppliers will charge additional fees for providing references. Igniyte will notify the Customer of such instances and will only proceed to incur such charges with permission of the Customer. Igniyte will pass these charges on to the Customer.
6.5 Should the Customer choose not to proceed with those Information requests which incur additional fees, the Fee paid to Igniyte for that component of the Services will not be refunded.
6.6 The Customer acknowledges and agrees that any part of the fees which relate to third party provider costs can be revised at any time by the third party and the Fees may be increased in the event of this.
6.7 All Fees must be paid on request for the Services and the Services shall not commence until payment has been made.
6.8 In the event Igniyte agree to invoice a Customer, Igniyte shall reserve the right to charge interest (both before and after judgment) at a rate of 5 per cent per annum above the Barclays Bank PLC base rate ruling from time to time on any payment which remains unpaid following the due date for payment and such interest to be compounded with monthly rests from the due date until the date of actual payment.
6.9 If a Customer pays via invoice Igniyte reserves the right to cease processing any current or future requests for Information submitted to the Portal until any outstanding balance is paid.
6.10 Except in the case of duplicate card payments no refunds will be provided by Igniyte. For the avoidance of doubt this means the full Fee will be applicable if:
- a) The Customer cancels the request for Information either before, during or on completion of the screening process.
- b) The Customer has not provided either all of the Personal Data required for the background checks specified, the relevant supporting documents or an acceptable consent declaration from the Data Subject within 90 days of the order being placed on the Portal.
- c) Where the Customer has ordered background checks outside of the geographical coverage stated on the Portal and User Guide.
- d) The Data Subject withdraws their consent.
- Provision of Services
7.1 Igniyte reserves the right to decline to provide the Services or Information to any Customer in the event that Igniyte, in its sole discretion and judgment, believes that the request for Information or the Services is not bona fide and the Customer hereby warrants that the Services and Information provided shall only be used for the purposes of employment screening or know your client and for no other purpose and shall indemnify Igniyte in respect of any losses, damages, costs or penalties incurred by Igniyte as a result of any unauthorised use of the Services and Information.
7.2 The Customer provides their consent for Igniyte to use Sub-Processors in the delivery of the Services.
7.3 Igniyte will provide the Services based upon the Personal Data provided by the Customer to Igniyte. The Customer is responsible for the validity and accuracy of all Personal Data provided by the Customer to Igniyte and no liability shall attach to Igniyte in the event that it is found that the Personal Data supplied by the Customer to Igniyte was incorrect or inaccurate.
7.5 The Customer is responsible for providing the Personal Data, supporting documents and consent declaration required to start any request for Information.
7.6 The format and Information included within a report shall be determined by Igniyte. The Customer does not have the right to request the Information be displayed in a particular way or that copies of the Information from Data Suppliers or Sub-Processors to be included.
7.7 Igniyte shall remove all Personal Data and Information for each Data Subject from the Customer Account 90 days after the end of the month the Information has first been made available to the Customer. A copy of the Information shall then be retained for an additional 90 days in an archive. After 180 days have elapsed the Information will be deleted permanently and Igniyte shall not be liable for any losses incurred by the Customer as a result of such Information no longer being available.
- Limitation of Liability
8.1 Igniyte does not warrant the accuracy of the Information provided to the Customer and the Services provided and Information provided are not intended to be used as the sole basis for any business decision, and are based upon data which is provided by Data Suppliers, the accuracy and/or completeness of which will not be possible and/or economically viable for Igniyte to guarantee or warrant.
8.2 Igniyte specifically excludes any liability for any inaccuracy, incompleteness or other error in the Services and/or the Information which arises as a result of data provided to Igniyte by the Customer or any third party and any failure of the Services and/or Information to achieve any particular result for the Customer.
8.3 The Customer warrants that in connection with the provision or use of these Services the Customer will comply with all legislation, regulations, and other rules having equivalent force which are applicable to that party, including the GDPR.
8.4 Igniyte shall use all reasonable skill and care to provide the Services, however the Customer agrees that it is reasonable for Igniyte to limit its liability. Igniyte does not guarantee how complete or accurate the Information is, its suitability for your requirements or how valid any advice or opinion given by Igniyte is and Igniyte shall not be responsible for any loss which the Customer suffers as a result of a claim made by any Data Subject about whom Information or Services have been provided by Igniyte to the Customer.
8.5 Igniyte shall not be liable for any claims, actions or losses howsoever arising as a result of any or all documentation provided by Igniyte, including but not limited to, the provision of Information through the Services or via the Portal and Igniyte shall not be liable for any inaccuracies contained therein.
8.6 Igniyte shall not be liable to the Customer or any third party for any of the following in any circumstances whether as a result of negligence or breach of contract or any other liability or obligation:
- Indirect loss.
- Loss of profit.
- Loss of Business or Business use.
8.7 The liability of Igniyte for any claim (whether in Contract, negligence, breach of statutory duty or under any indemnity or otherwise), shall be limited to the value of the Fee paid by the Customer to Igniyte for the provision of the Information and Services relating solely to the subject matter of any claim and not in respect of any previous or linked Information and Services.
8.8 Igniyte does not provide any representations, guarantees or conditions that:
- The Services or the Information (or both) are fit for a particular purpose.
- The Services or the Information (or both) will not affect anyone else’s intellectual property or
- The Services or the Information (or both) will meet the requirements of the Customer.
8.9 Nothing in these Terms and Conditions excludes Igniyte’s liability for death or personal injury arising out of its negligence.
8.10 The Customer hereby undertakes to fully indemnify Igniyte against any claims, actions or proceedings brought against Igniyte as a result of the Customer using the Services or the use of the Information or Services provided.
9.1 The Customer shall, in respect of the Information for which it is the recipient;
- keep the Information strictly confidential and not disclose any part of such information to any person except as permitted by paragraph
- take all reasonable steps to prevent unauthorised access to the Information
9.2 The Customer may disclose the Information to, and allow its use in accordance with these terms to:
- its employees, officers, representatives provided that it shall procure that any party to whom it discloses the Information shall observe the restrictions in this Clause 9
- as may be required by law, court order, or any governmental or regulatory authority.
- Force Majeure
10.1 Igniyte reserves the right to defer the date of performance of the Services to or cancel any request for the provision of Services and/or Information if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
11.1 Any notices to be sent by one party to the other in connection with the provision of Services except for the service of Court proceedings shall be in writing and shall be delivered personally or sent by special delivery post (or equivalent service offered by the postal service from time to time) to the registered addresses of each party.
11.2 Notices shall be deemed to have been duly given; if delivered personally, upon delivery; if sent by post, two clear days after the date of posting; if sent by fax, when transmitted provided that a confirmatory copy is sent by special delivery by the end of the next business day after transmission.
- Choice of Law and Jurisdiction
12.1 These Terms and Conditions and all matters arising out of them shall be governed by, and construed in accordance with, the laws of England. The English Courts shall have exclusive jurisdiction over any claim or matter which may arise out of or in connection with these Terms and Conditions.
- Modern Slavery and Anti Bribery
13.1 Both parties shall:
- a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption and to modern slavery including but not limited to the Bribery Act 2010 and the Modern Slavery Act 2015 (Relevant Requirements);
- b) not engage in any activity, practice or conduct which would constitute an offence under the Relevant Requirements if such activity, practice or conduct had been carried out in the UK;
- c) have in place appropriate policies to comply with the Relevant Requirements; and
- d) on the submission of a written request annually, certify to the other in writing, compliance with the Relevant Requirements.
14.1 Assignment and other dealings.
The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under a contract without Igniyte’s prior written consent. Igniyte may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under any contract.
14.2 Entire agreement
Each request for Services incorporates these Terms and Conditions and constitutes the entire agreement between the parties for the Services and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement on the Portal or in these Terms and Conditions.
No variation of these Terms and Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not: waive that or any other right or remedy; or prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of a contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the contract.
14.6 Third party rights.
No one other than a party to this agreement shall have any right to enforce any of its terms.
14.7 Changes to terms.
Igniyte may amend any term of the Terms and Conditions (and in particular the description of the Services or the Fees) at any time and such amendment shall apply to all future requests for Services.