Terms and Conditions

THIS IS A LEGAL AGREEMENT BETWEEN YOU (“CUSTOMER” AND “YOU”) AND NORTHGATEARINSO PEOPLECHECKING LIMITED WHOSE REGISTERED OFFICE IS AT PEOPLEBUILDING 2, PEOPLEBUILDING ESTATE, MAYLANDS AVENUE, HEMEL HEMPSTEAD, HERTFORDSHIRE HP2 4NW (“PeopleChecking”) FOR THE PROVISION OF EMPLOYEE VETTING SERVICES

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement the following expressions shall have the following meanings:

“Agreement” means these Clauses 1 to 23.

“Authorised Users” means the total number of the Customer’s employees, sub-contractors or agents licenced simultaneously to access the Services on behalf of the Customer hereunder.

“Candidate” means the individual who will be the subject of the Services.

“Charges” means the charges payable by the Customer in consideration of the PeopleChecking performance of the Services as detailed within the Website and as may be amended from time to time.

“Client ID” means the Customer account number, identification codes and passwords as may be notified to the Customer from time to time and enabling it to access the Services.

“Commencement Date” means the earlier of the date of acceptance of this Agreement or the date of first provision of Services hereunder by PeopleChecking.

“Customer Data” means any and all Data belonging to the Customer.

“Customer System” means the software, network, network hardware, personal computers and associated peripheral products owned by or licensed to the Customer and located at the Customer premises.

“Data” means any and all information relating to a specified individual including personal data, which the Customer and/or the Candidate shall input onto the Website or which is made available to PeopleChecking as part of the Services.

“Documentation” means the written and online descriptions of the features, functions and methods of operation of Software and Services provided or used by PeopleChecking hereunder.

“Intellectual Property Rights” means patents, trade marks, service marks, design rights, copyright, know-how, trade or business names and other similar rights whether registerable or not in any country.

“Report” means the document to be made available on the Website by PeopleChecking setting out the results of the Services.

“Services” means the employee vetting services as detailed within the Website.

“Software” means any and all software owned by or licensed to PeopleChecking and used by it in the provision of the Services and where applicable any upgrades, modifications and enhancements to the software and any other software developed or provided under or in connection with this Agreement.

“TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as may be amended from time to time.

“Use” means in relation to the machine readable portion of the Software, reproduction through any act of loading, displaying, running, transmitting or storage, in whole or in part pursuant to this Agreement for the purposes of processing the instructions contained in the Software and the Customer’s Data and the receipt of the Services.

“User ID” means an individual identification code provided to an Authorised User to enable them to access the Services via the Website.

“Website” means the website owned by PeopleChecking entitled www.ASTCheck.com or any other website through which the Services will be provided as may be notified to Customer by PeopleChecking from time to time.

1.2 Reference to Clauses shall be to clauses of this Agreement.

1.3 The headings and sub-headings used in this Agreement are for reference and convenience only and shall not affect the interpretation of this Agreement.

1.4 If there is any ambiguity or conflict in this Agreement regarding the method by which PeopleChecking is to provide specific services or functionality, then the Documentation shall determine the method of provision.

1.5 Reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re enactment thereof.

2. THE SERVICES

2.1 This Agreement shall commence on the Commencement Date and shall remain in force for an initial minimum period of one (1) year (“Initial Minimum Period”). At the expiry of the Initial Minimum Period the Agreement shall

a) in the case of this Agreement being executed in writing, continue until terminated by either party in accordance with clause 11; or b) in the case of this Agreement being entered into by electronic acceptance only and in relation to Candidates, terminate automatically

(together “the Term”).

2.2 In consideration of payment of the Charges PeopleChecking shall supply the Customer with the Services during the Term.

2.3 The Customer shall perform the Customer responsibilities set out in this Agreement.

2.4 PeopleChecking shall not be responsible for any disruption or deterioration in the Services, which has been caused by any act, omission or delay of the Customer or a third party. Notwithstanding the foregoing PeopleChecking shall where reasonably possible use reasonable endeavours to minimise any such disruption and/or deterioration.

2.5 PeopleChecking does not warrant the accuracy or the content of any Report or associated information provided by it to the Customer as a result of the performance of the Services and the Customer hereby acknowledges and agrees that the information inherent in the Reports or associated information has been provided by a third party whose responsibility it is to ensure the accuracy of the information therein. PeopleChecking hereby excludes any and all liability for any and all losses, costs, expenses, claims incurred by the Customer as a result of or arising from the accuracy and/or content of any Report including any claims made by a Candidate as a result of or arising from the existence or content of a Report and the Customer hereby agrees to indemnify PeopleChecking in respect of any such liabilities, losses, costs, expenses, and claims.

3. EMPLOYMENT COSTS

This Agreement is entered into on the basis that there are no employees of the Customer or of any supplier, sub-contractor or agent of the Customer whose contract of employment will transfer to PeopleChecking pursuant to TUPE. In the event that any such transfer does occur, or is claimed to occur, then PeopleChecking shall be free at its sole discretion to dismiss such employee(s) following transfer, and the Customer hereby indemnifies PeopleChecking against all loss, liability, cost and expenses arising from such dismissal, claim or otherwise pursuant to TUPE.

4. THE SYSTEM & THE SOFTWARE

4.1 In relation to Software: 4.1.1 PeopleChecking hereby grants to the Customer for the Term on and subject to the terms and conditions of this Agreement and to payment of the Charges a non-exclusive, non-transferable licence to allow the Customer to Use the Software through the Services subject to the limits on Authorised Users as notified to you from time to time. 4.1.2 the rights provided under this Clause 4 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer; and 4.1.3 unless and in which case only to the extent expressly permitted by this Agreement, the Customer shall not, nor permit any third party to: (i) attempt to duplicate, modify or distribute any portion of the Software; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-understandable form any of the Software, except in those circumstances in which it is, and then only to the extent it may be, allowed by any applicable law which is incapable of exclusion by agreement between the parties; or (iii) Use the Software or Documentation nor shall the Customer Use the Software or Documentation on behalf of or for the benefit of any such third party, in any way whatsoever; or (iv) transfer, temporarily or permanently, any of its rights under this Agreement, or (v) permit or assist any third party to obtain access to the Software. 4.1.4 The Customer shall follow all reasonable instructions given by PeopleChecking from time to time with regard to the Use of the Software. The Customer shall permit PeopleChecking from time to time to verify that the Use of the Software is within the terms of the Agreement.

4.2 Management and use of the System

4.2.1 The Customer shall at its own expense maintain in effect all required, existing and future licences, permits of access and use, maintenance and support agreements in respect of any Customer System and Customer System software necessary to allow PeopleChecking to provide the Services and the Customer to receive the benefit of the Services.

4.3 Intellectual Property Rights Indemnity

4.3.1 The Customer (in relation to the Customer System) and PeopleChecking (in relation to the Website and the Software) shall, as the situation demands, each (as the “Indemnifier”) at its own expense defend, indemnify and hold harmless the other (the “Indemnified”) from and against any claim and indemnify the Indemnified against any award of damages or costs or any settlement negotiated by the Indemnifier arising from or incurred by reason of the intellectual property of the Indemnifier which is used in the performance of this Agreement (the “IP”) infringing any copyright or patent or any other intellectual property right subsisting in Europe, provided that:

4.3.2 the Indemnified notifies the Indemnifier promptly in writing of any alleged infringement and makes no admissions in respect thereof; and

4.3.3 the Indemnifier is given information, assistance and has sole control of the defence and all related settlement negotiations. Reasonable out-of-pocket expenses incurred by the Indemnified in providing such assistance will be reimbursed by the Indemnifier.

4.3.4 The indemnity set out in this Clause 4.3 shall not apply where the infringement or alleged infringement arises from, or is incurred by, reason of:-

(i) the Indemnified’s use or receipt of a superseded or modified version of the IP, if the infringement would have been avoided by the use or receipt of a current release of the IP; or

(ii) the combination, or use, of the IP with any equipment or software not supplied or approved in writing by the Indemnifier; or

(iii) the Indemnified’s use or receipt of the IP other than as authorised under this Agreement.

4.3.5 In the event that the IP is held, or is believed by the Indemnifier to infringe, the Indemnifier shall have the option, at its expense, to:

(i) modify the IP (without materially detracting from its functionality) so as to avoid the infringement; or

(ii) obtain for the Indemnified a licence to continue to use or receive the IP; or

(iii) terminate the licence for the infringing IP (or part thereof).

4.3.6 This Clause 4.3 states each Indemnifier’s entire liability and each Indemnified’s sole remedy with regard to infringement of any intellectual property rights by the use, receipt or possession of the IP.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Unless expressly provided in this Agreement, each party agrees that it neither has nor will obtain any rights in or to any of the other party’s Intellectual Property Rights or confidential information.

5.2 All Intellectual Property Rights in the Website, Services, the Software and the format of the Reports shall remain the sole and exclusive property of PeopleChecking and its licensors and Customer is granted a non-exclusive, non transferable licence to use the Software in accordance with Clause 4 above.

5.3 All Intellectual Property Rights in the Customer System shall remain the sole and exclusive property of Customer and its licensors.

5.4 The Customer shall follow all reasonable instructions given by PeopleChecking from time to time with regard to the use of trade marks owned by PeopleChecking and other indications of the property and rights of PeopleChecking.

6. CUSTOMER DATA

6.1 The parties agree that the Customer or third party as appropriate shall own all right, title and interest, including but not limited to the Intellectual Property Rights, in the Data, a) made available to PeopleChecking as part of the Services, and b) which the Customer shall input using the Customer System and the Software, and c) all Data content output by the Software as a result of the processing of (a) and (b). PeopleChecking may, subject to legislative requirements, retain the Data and Reports for a period of up to fourteen (14) months or such other period as it may determine from time to time at its discretion or destroy and/or delete any Data and Reports obtained or produced as a result of the performance of the Services upon completion of the Services or each element thereof and upon the expiry or earlier termination of this Agreement PeopleChecking shall subject to the written instructions of the Customer and excluding backup files, either erase all Customer Data from the data files maintained by PeopleChecking or return the Customer Data to the Customer in a format and at dates agreed between the parties. PeopleChecking shall at all times, whether during the Term and after expiry or earlier termination of this Agreement, keep secure the backup files of any Customer Data and shall arrange for the deletion or destruction of such Customer Data within timescales commensurate with PeopleChecking’s established backup processes and legislative requirements. 6.2 PeopleChecking and the Customer shall each take reasonable precautions (having regard to the nature of their other respective obligations (if any) set out in this Agreement) to preserve the integrity of the Data and to prevent any corruption or loss of the Data.

6.3 Where the Customer accesses Data using facilities not under the control of PeopleChecking (e.g. via the internet), the Customer shall be required to ensure the security of the Data. PeopleChecking shall not be responsible for corruption or loss of Data arising as a result of the use of such facilities.

6.4 Customer acknowledges and agrees that risk of loss in relation to the Reports passes to the Customer upon the first provision of each Report in electronic format or otherwise to the Customer.

7. OBLIGATIONS OF THE CUSTOMER

7.1 The Customer shall:

7.1.1 co-operate with PeopleChecking in the provision of the Services and without charge to PeopleChecking provide promptly all Data, information, documentation and assistance reasonably requested by PeopleChecking to enable it to fulfil its obligations under this Agreement.

7.1.2 at its own expense execute all documents and do all acts and things reasonably required by PeopleChecking to effect the exercise by PeopleChecking of all its obligations hereunder and for conferring on PeopleChecking the full benefit intended by this Agreement;

7.1.3 be responsible for ensuring that all consents and licences necessary for the proper performance of the Services by PeopleChecking are obtained and maintained, including but not limited to, all consents and licences in respect of any Data (where appropriate) and Customer Data. The Customer shall grant or procure the grant of a license to PeopleChecking to utilise such information, services, materials or assets of the Customer to the extent required for the provision of the Services.

7.1.4 remain responsible for any disruption or deterioration in the Services which have been caused by any act, omission or delay of the Customer or any third party, excluding PeopleChecking subcontractors or agents;

7.1.5 keep the Client ID secure at all times and ensure that these are made available only to authorised individuals and ensure that all User ID’s are made available only to the relevant Authorised User, are kept secure at all times and used only for the benefit of the Customer. PeopleChecking shall not be liable for any losses arising as a result of any unauthorised use of the Client ID or User ID’s and may at its sole discretion cancel or suspend a Client ID if it becomes aware of any unauthorised or improper use of the Clients ID.

7.2 The Customer shall be liable to pay PeopleChecking, upon PeopleChecking’s written request, a reasonable sum in respect of any additional time and materials required or used by PeopleChecking in rectifying any errors caused by an act or omission of the Customer or a third party under an agreement with the Customer including any failure to comply with the obligations set out in this Clause 7, calculated at PeopleChecking’s then standard rates for such services.

8. WARRANTIES OF PEOPLECHECKING

8.1 PeopleChecking warrants that:

8.1.1 PeopleChecking is empowered and entitled to enter into and to perform this Agreement;

8.1.2 the Services will be provided in a professional and workmanlike manner in accordance with the terms and conditions of this Agreement;

8.1.3 it is not aware as at the date of this Agreement of any matters within its reasonable control which would affect its ability to perform its contractual obligations under this Agreement;

8.1.4 as at the date of this Agreement, no order has been made or petition presented or resolution passed for its winding up or for an administration order and no receiver, administrative receiver or manager has been appointed by any person of its business or assets nor has any equivalent event taken place;

8.1.5 the Services shall be performed in compliance with all applicable laws, statutory enactments, orders, regulations, and other similar instruments;

8.1.6 the Services shall be supplied by appropriately qualified and experienced personnel with all due skill, care and diligence considered appropriate in the circumstances;

8.1.7 it shall discharge its obligations set out in this Agreement using reasonable skill and care and without limiting the generality of this Clause 8, in accordance with its established internal practice and procedures;

8.2 Except as expressly stated in this Agreement, all other conditions, warranties and representations whatsoever whether expressed or implied statutory or otherwise which relate in any way directly or indirectly to the performance or receipt of the Services are hereby excluded to the extent permitted at law.

9. WARRANTIES OF THE CUSTOMER

9.1 The Customer warrants to PeopleChecking that:

9.1.1 it is empowered, authorised (whether by law or otherwise) and entitled to execute this Agreement and grant the various rights provided for hereunder at the Commencement Date and thereafter during the Term;

9.1.2 it has disclosed all relevant information to PeopleChecking in relation to the Services and that to the best of its knowledge, all information provided by the Customer to PeopleChecking, including but not limited to that relating to the Candidates is true, accurate and complete and contains no material errors or omissions;

9.1.3 it shall use reasonable skill and care in the exercise of its responsibilities under this Agreement and all services, information and assistance shall be provided by appropriately qualified and experienced personnel with all due skill, care and diligence considered appropriate in the circumstances;

9.1.4 it has complied in full with its obligations under the Data Protection Act 1998 including but not limited to obtaining the prior written consent of the Candidate authorising, where appropriate, the performance of the Services by PeopleChecking and shall indemnify PeopleChecking in full in respect of any and all losses, costs, claims and expenses PeopleChecking incurs as a result of its failure to comply with this warranty.

10. CHARGES

10.1 In consideration of PeopleChecking providing the Services the Customer shall pay PeopleChecking the agreed transactional Charges as notified to the Customer from time to time within an invoice monthly in arrears within thirty (30) days from date of invoice.

10.2 The Customer shall not withhold payment of any validly rendered invoice provided by PeopleChecking in accordance with this Agreement, unless the Customer has a bona fide dispute with any invoice or part thereof, and in such instance the Customer shall make payment without delay of the undisputed portion of such disputed invoice. The parties agree the dispute shall be resolved as soon as reasonably possible and each party shall act promptly and reasonably in endeavouring to achieve such resolution. If the dispute resolution results in payment being due and owing by the Customer, the Customer shall immediately make full payment of all sums withheld.

10.3 The Charges may be varied by PeopleChecking annually upon the provision of sixty days prior written notice to the Customer.

10.4 All sums shall be paid in full and free of any deductions, rights of set-off and counterclaim or liens, to the extent permitted by law.

10.5 All prices and fees are exclusive of Value Added Tax which shall be added to any invoice payable under this Agreement at the rate applicable under the relevant regulations.

11. TERM AND TERMINATION

11.1 Without prejudice to any other right or remedy, either party may terminate this Agreement forthwith upon written notice in the event that the other party:

11.1.1 commits a material breach incapable of remedy or fails to remedy any other material breach within thirty (30) days of receipt of written notice thereof; or

11.1.2 approves a voluntary agreement, or an administration order is made, or a receiver or administrative receiver is appointed over any of its assets or an undertaking or a resolution or petition or order for winding up or bankruptcy is passed or presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order.

11.2 Following written notice from PeopleChecking to the Customer that it is overdue with any undisputed payment under this Agreement or in breach of this Agreement and failure by the parties to resolve the matter within thirty (30) days of such notice, PeopleChecking may, at its discretion and without liability, withhold the Services. If PeopleChecking has withheld the Services for a period of not less than thirty (30) days it may then terminate this Agreement by written notice with immediate effect without liability.

11.3 Either party may terminate the Agreement upon expiry of the Initial Minimum Period upon the provision of not less than one (1) months prior written notice.

12. POST TERMINATION

12.1 In the event that the Term expires or this Agreement is terminated pursuant to Clause 11 (“Termination”) PeopleChecking shall at the Customers cost and expense provide such assistance as may reasonably be required by the Customer, to ensure an orderly migration of the Services to the Customer and shall (a) either destroy or return to the Customer documentation and material containing Confidential Information of the Customer as soon as is reasonably practicable and (b) delete all Customer Data within timescales commensurate with the PeopleChecking processes and procedures and all applicable legislative requirements.

12.2 Clauses 2.5, 3, 5, 9, 12, 13, 14, 22.1 and 23 shall survive expiry or earlier termination of this Agreement as shall the provisions of the Schedules to the extent that they deal with processes for termination.

12.3 Any termination of this Agreement shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

13. LIMITATION OF LIABILITY

13.1 PeopleChecking shall accept liability in respect of this Agreement as set out in the following Clauses, which also set out the limits to such liability:

13.1.1 no limit on liability for death or personal injury, to the extent caused by the negligent error or omission, breach or default, of PeopleChecking;

13.1.2 for direct physical loss or damage to the Customer’s tangible property up to an amount in aggregate of one hundred and fifty percent (150%) of the Charges payable hereunder during the six (6) months immediately preceding the event giving rise to the loss or damage hereunder (as determined at the date of default) or one million pounds Sterling (£1,000,000), whichever is the greater, where, and to the extent that, such loss or damage is caused by the negligent error or omission, breach or default, of PeopleChecking;

13.1.3 for direct loss or damage, other than governed by Clause 13.1.1 or 13.1.2 above, up to an amount in aggregate of the Charges payable hereunder during the six (6) months immediately preceding the event giving rise to the loss or damage hereunder (as determined at the date of default) or one hundred thousand pounds Sterling (£100,000), whichever is the greater, where, and to the extent that, such loss or damage is caused by the negligent error or omission, breach or default, of PeopleChecking;

13.1.4 subject to Clause 13.1.1, PeopleChecking shall not be liable under or in relation to this Agreement or its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation, or for any other reason excluding fraudulent misrepresentation) for any consequential, indirect or special loss or damage howsoever arising (including loss or damage suffered by the Customer as a result of an action brought by a third party), including, but not limited to, loss of profits, loss of anticipated savings, loss of business, loss of revenue, loss arising from any delay or loss of goodwill, wasted management or other staff time, nor the cost of procurement of substitute goods, services or technology except under the circumstances set out in Clause 4.3.5. These exclusions of liability shall apply even if such loss was reasonably foreseeable or PeopleChecking had been advised of the possibility of the Customer incurring the same. For the purpose of this Clause, the term “loss” includes a partial loss or reduction in value as well as a complete or total loss.

13.2 The parties expressly agree that should any limitation of liability or provision contained in this Clause 13 be held to be invalid under any applicable statute or rule of law it shall, to that extent, be deemed omitted, but if PeopleChecking thereby becomes liable for loss or damage which would otherwise have been excluded or limited, as the case may be, such liability should be subject to the other applicable limitations and provisions set out in this Clause 13.

13.3 PeopleChecking contracts on behalf of its employees, agents and contractors for the purposes only of securing for them the benefit of protection under this Clause 13.

13.4 The parties agree that neither party shall be entitled to an order for specific performance to enforce any provision of this Agreement.

13.5 PeopleChecking shall not be liable for any loss, costs or damage howsoever arising from the failure of any third party to fulfil its obligations to the Customer under any agreement between the Customer and such third party.

14. CONFIDENTIALITY AND DATA PROTECTION

14.1 Each party shall treat in strictest confidence the contents and execution of this Agreement and all information disclosed by the other party and identified as confidential together with all other information which ought reasonably to be considered confidential, including but not limited to the Information (the “Confidential Information”). Both parties agree not to disclose the Confidential Information to any other person or entity except its own employees under conditions of confidentiality and then only to the extent necessary for the performance of this Agreement.

14.2 Each party shall take all necessary precautions to ensure that all Confidential Information is treated as confidential and not disclosed or used other than for the purposes of this Agreement.

14.3 The obligations of confidentiality set out in this Clause 14 shall not apply to any information or matter which:

14.3.1 is at the Commencement Date in or thereafter enters the public domain other than by breach of this Clause 14;

14.3.2 is in the possession of the receiving party prior to the date of receipt from the disclosing party or, is rightfully acquired by the receiving party from sources other than the disclosing party;

14.3.3 is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

14.3.4 either party is required by statute to disclose;

14.3.5 was independently developed by the disclosing party without access to the Confidential Information.

14.4 Both parties shall observe all their obligations under the Data Protection Act 1998 which arise out of or in connection with this Agreement, including but not limited to the provision or use of the Services. For the purposes of the Data Protection Act(s), the Customer is the Data Controller and PeopleChecking is the Data Processor.

14.5 Nothing in this Agreement shall prevent PeopleChecking from commercially exploiting the data processing techniques, ideas and know how gained during the performance of this Agreement in the furtherance of its normal business, to the extent that this does not relate to a disclosure of Confidential Information or an infringement by PeopleChecking of any Intellectual Property Rights of the Customer.

14.6 Notwithstanding this Clause 14 PeopleChecking may include the Customer’s name in lists of customers of PeopleChecking for the relevant Software and /or Services which are used by PeopleChecking generally. PeopleChecking shall express no opinions on behalf of the Customer and neither party may issue press releases or announcements regarding any matter connected with this Agreement until the other party has agreed in writing to the wording and intended distribution of such press release or announcement, however neither party shall unreasonably withhold or delay its agreement to any reasonable press release or announcement.

15. FORCE MAJEURE

15.1 Neither party shall be liable to the other party for any loss of any kind directly or indirectly caused to or incurred by the other party by reason of any delays or failures in performance in whole or in part of its obligations under this Agreement to the extent that such delay or non-performance is due to any cause beyond its reasonable control.

16. ASSIGNMENT AND SUBCONTRACTING

16.1 The Customer shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of PeopleChecking, which shall not be unreasonably withheld or delayed. PeopleChecking shall be entitled to assign or sub-contract the whole or any part of this Agreement or the provision of the Services.

16.2 PeopleChecking reserves the right, subject to prior written notice to the Customer, to sub-contract elements of the Services. Such sub-contract may be fulfilled by a subcontractor to PeopleChecking based outside the European Economic Area. In any such sub-contract, PeopleChecking shall ensure compliance with the Data Protection Act 1998. PeopleChecking recommend, as part of this compliance, that the Customer notify its employees that their personal data may be processed outside of the European Economic Area.

17. NOTICES

17.1 Where this Agreement is executed in writing, all notices to be given under this Agreement shall be in writing and shall be delivered or sent by post to the relevant party at its principal offices as set out above or such other address as shall have been notified to the other party and shall be deemed to have been given in the case of a notice which is delivered by hand, when it is deposited at the appropriate address and, in the case of a notice sent by post, 48 hours after the date on which a first class registered letter including such notice is posted.

17.2 Where this Agreement is entered into by electronic acceptance only and in relation to Candidates, it is agreed that will be sufficient for notices from or by PeopleChecking to be posted on the Website electronically so as to be available for display during the process of the Customer logging on, and such notices shall be deemed to have been given one week after posting.

18. ENTIRE AGREEMENT

18.1 This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior proposals, representations (excluding fraudulent misrepresentations), communications and agreements both written and oral between the parties hereto. No amendment to this Agreement shall be effective unless made in writing and signed by a duly authorised officer of each of the parties hereto.

18.2 This Agreement shall not be amended except by a subsequently dated written amendment signed by duly authorised representatives on behalf of both parties.

19. WAIVER

19.1 No failure to exercise nor any delay in exercising any right or remedy under this Agreement by either party shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise hereof or the exercise of any other right or remedy.

20. SEVERABILITY

20.1 If any provision of this Agreement shall be held by a Court of competent jurisdiction to be invalid or voidable such a provision shall be severed from the body of the Agreement and the remainder hereof shall stand in full force and effect.

22. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

22.1 A person who is not a party to this Agreement shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 (the “Act”) to enforce any term of this Agreement provided that a person who is the lawful successor to or permitted assignee of the rights of a party is considered to be a party to this Agreement. Any right or remedy of a third party which exists or is available apart from the Act is not affected.

23. ACTIONS AND GOVERNING LAW

23.1 No action regardless of form arising out of this Agreement may be brought by either party more than two years after the party concerned becomes aware or should reasonably have become aware of the facts constituting the cause of action. However, where applicable law prohibits this two year time limit the minimum period of time permitted by such law shall apply.

23.2 This Agreement shall be governed by and construed in accordance with the laws of England and both parties hereby submit to the jurisdiction of the English Courts.