• 1.1. Who we are.
• Zinc Work Limited is a company incorporated and registered in England andWales (company number is 10961635) with a registered office address at Highbridge House,93-96 Oxford Road, Uxbridge, England, UB8 1LU (“Zinc”).
• 1.2. What we do.
  Zinc provides the following (collectively the “Zinc Service”):
• 1.2.1. Zinc owns and operates the Zinc website at https://zincwork.com; and
• 1.2.2. Zinc provides API integrated background screening software.

• 2.1 The Zinc Service is subject to these T&Cs.
  Your use of any part of the Zinc Service is subject to these Zinc Platform Terms & Conditions (“T&Cs”). Please read these T&Cs carefully. You agree that these T&Cs constitute a legally binding agreement between the end user (“you”,“your”) and Zinc (“we”, “us”, “our”). By using any part of the Zinc Service you will be deemed to have accepted these T&Cs in full and you agree to abide by them. If you do not agree to these T&Cs, you are not entitled to use any part of the Zinc Service and must stop using the Zinc Service immediately.
• 2.2 You should read our Privacy Policy too.
  Your use of the Zinc Service is also subject to the Zinc Privacy Policy (available here). If there is any conflict between these T&Cs and the Zinc Privacy Policy, these T&Cs will take precedence.
  
• 2.3 These T&Cs may get updated.
  Zinc may revise these T&Cs at any time by posting an update on our website. Your continued use of the Zinc Service after any such change constitutes your acceptance of the new T&Cs and they will be binding on you. You should therefore check this page from time to time to review the current version of the T&Cs. These T&Cs were most recently updated on 4.3.22.

• 3.1 What is it
  The background screening software tool provided by Zinc as part of the Zinc Service allows employers, candidates and referees to engage in background screening as part of a recruitment process:
• • Employers can create and request background checks on candidates;
• • Candidates can respond to and provide background screening information to employers; and
• • Referees can provide references to employers which relate to candidates.
  

• 3.2 You are not a consumer.
  The Zinc Service is a business service. By using the Zinc Service, you warrant and represent that you are not a consumer and that you are acting for purposes relating to your trade, business, craft or profession.
• 3.3 Paid features.
  Certain features of the Zinc Service are considered premium features and require you to make payment to Zinc. You will be charged based on the payment option you select via the Zinc website. You are liable for all fees in respect of paid features that you purchase or load to your account, and payment in respect of such fees is due immediately upon purchase.
• 3.4 Tokens.
  Zinc also accepts payment in “Zinc Tokens” which are created by Zinc which, subject to separate terms, and can be used as payment for the Zinc Service. These T&Cs grant no rights, express or implied, in relation to Tokens.
• 3.5 Refunds.
  Payments made to Zinc in relation to the Zinc Service are non-refundable. This includes scenarios where a payment was made to Zinc but the relevant referee did not provide any reference.
• 3.6 Cancelling subscriptions.
  If you have subscribed to Zinc, you will be able to terminate your subscription via the Zinc website and your subscription will terminate at the end of the current month. If you terminate your Zinc subscription you will also lose any credits registered against your account on the Zinc Service, however you may retain any Zinc Tokens stored in relation to your account.
• 3.7 Third party ATS.
  The Zinc Service can be integrated via an application programming interface(“API”) with certain third party applicant tracking systems (each an “ATS”). You acknowledge that Zinc is not responsible for any delays, technical issues and/or losses caused as a direct or indirect result of using such third party ATS. Existing compatible ATS integrations (subject to change) include Greenhouse, Teamtailor, SmartRecruiters, Comeet, Lever and Workable.
• 3.8 Contacting third parties.
  You acknowledge and agree that by using the Zinc Service, you authorise Zinc to contact and share information with specified employers, candidates, referees, third party ATS providers, and other third parties who provide necessary background screening services. For more information, please read the Zinc Privacy Policy.
• 3.9 You must provide accurate information.
  You warrant and represent that all information you provide via the Zinc Service is true, complete and accurate. This includes (but is not limited to) information you provide during registration, any profile information you provide, and any information you provide as part of a background screening process (including references).
• 3.10 Referees.
  If you are a referee who has been asked to provide a reference via the Zinc Service, you must ensure that any reference(s) you provide are fair and balanced, and not be unduly positively or negative regarding the candidate.
• 3.11 Zinc is not responsible for content of references.
  You understand that by using the Zinc Service in the capacity of a candidate you may be exposed to and/or receive a reference from a referee that is not favourable. Zinc is not responsible for the content of any references and Zinc does not endorse any opinions contained in any references. Under no circumstances will Zinc be liable in any way for the content of any reference, including, but not limited to, any errors or omissions in a reference, or any loss or damage of any kind incurred as a result of the use of any reference made available via the Zinc Service.

• 4.1 We take security precautions.
  Zinc uses commercially reasonable endeavours to ensure that the Zinc Service is secure, including preventing unauthorised access to the Zinc Service.
  

• 4.2 Do not share your login credentials.
  You must treat your login credentials as confidential.Accordingly, you agree to: (a) maintain the security of your login credentials and be fully responsible for all use of the Zinc Service made using your login credentials; (b) notify us immediately if you suspect or become aware of any unauthorised use of your login credentials or any other security incident impacting the Zinc Service, by contacting Zinc and providing details of such unauthorised use or other security incident; and (c) ensure that you log out of your account at the end of each session when using a public or shared device.
• 4.3 No liability for unauthorised use of your login credentials.
  Zinc accepts no liability for any losses, damages or costs arising from or in relation to your failure to comply with clause 4.2.
• 4.4 Do not hack or misuse the Zinc Service.
  You must not misuse the Zinc Service by knowingly introducing viruses or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Zinc Service, the server(s) on which the any part of the Zinc Service is hosted or any other server, computer or database connected to the ZincService, or to reverse engineer or decompile it (except to the extent expressly permitted by law).You must not attack the Zinc Service via any form of denial-of-service attack.
• 4.5 Hackers will be prosecuted.
  By breaching clause 4.4, you may be committing a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.
• 4.6 The Zinc Service may contain viruses.
  We use reasonable endeavours to ensure that theZinc Service does not contain or disseminate any viruses or material which is malicious or technologically harmful. However, we do not guarantee that the Zinc Service will be free from bugs, viruses or malicious code and we will not be liable for any loss or damage caused by viruses or other technologically harmful material that may infect your device, equipment, software, data or other proprietary material resulting from your use of the Zinc Service. We therefore recommend that you use your own virus protection software and scan regularly for the presence of viruses and other malicious or technologically harmful code on your device.
• 4.7 Do not upload malicious content.
  You are responsible for ensuring that any data that you upload to the Zinc Service does not contain any malicious content or technologically harmful material which could damage Zinc’s systems or compromise the Zinc Service.
• 4.8 We don’t store your payment card details.
  Zinc does not store your payment card details on our systems. Zinc has integrated with GoCardless and Stripe to process payments.

• 5.1 You are responsible for complying with the law.
  You are responsible for ensuring that you comply with all applicable legislation.
  

• 5.2 Do not misuse the Zinc Service.
  You must only use the Zinc Service for its intended purposes and in accordance with Zinc‘s official documentation. Zinc is not responsible for any damage or loss you suffer as a result of misusing the Zinc Service. You must not use or access the ZincService in order to build a competing product or service.
• 5.3 Do not do anything to bring Zinc into disrepute.
  You will not publish or disseminate any material that brings or may bring Zinc into dispute or disrepute or in any way damages the standing or reputation of either Zinc or the Zinc Service. For the avoidance of doubt, this includes disseminating offensive material on the Zinc Service, and spamming other users of the Zinc Service.

• 6.1 Register for full functionality.
  To access certain functionality, you are required to register an account with Zinc.
  

• 6.2 The Zinc Service may occasionally be unavailable.
  Zinc does not guarantee that the ZincService will always be available or uninterrupted and Zinc will not be liable for any reason if theZinc Service is unavailable at any time or for any period. Access to the Zinc Service may be suspended temporarily and without notice in the case of system failure, maintenance, upgrade or repair.
• 6.3 Software updates.
  From time to time, Zinc may (without notice and at our sole discretion) introduce updates to the Zinc Service, e.g. to introduce new and/or improved functionality.
• 6.4 Temporary restrictions.
  Zinc may temporarily suspend your login credentials if we suspect or detect (in our sole opinion) any suspicious or illicit activity (e.g. unusual login attempts).
• 6.5 Service levels.
  Except as expressly stated to the contrary in these T&Cs and/or as otherwise required by applicable law, the Zinc Service is provided on an “as is” and “as available” basis, and in no event does Zinc warrant that the Zinc Service will be error-free or uninterrupted.
• 6.6 If you breach these T&Cs.
  Zinc is entitled to immediately terminate these T&Cs and revoke the licence granted in clause 8.2 (including disabling your login credentials), if you have failed to comply with any provision of these T&Cs.

• 7.1 You have read and understood the terms of our Privacy Policy.
  Zinc has a Privacy Policy (the “Zinc Privacy Policy”) which you can access here. We strongly recommend that you read and ensure you understand the Zinc Privacy Policy prior to using the Zinc Service.
  

• 7.2 Processing personal data.
  As a result of your use of the Zinc Service, Zinc will process personal data. the Zinc Privacy Policy sets out the basis on which the personal data collected from you, or that you provide to us, will be processed by us.
• 7.3 Zinc Data Processing and Sharing Agreement.
  If you use the Zinc Service as an employer, the Zinc Data Processing and Sharing Agreement (“Zinc DPSA”) at Schedule 1 shall apply, which sets out the rights and obligations of the parties in relation to the processing of personal data as a result of your use of the Zinc Service. If there is any conflict between these T&Cs and the Zinc DPSA, the Zinc DPSA will take precedence.

• 8.1 Zinc own or license all intellectual property in the Zinc Service.
  Zinc (and our licensors as applicable) owns or licenses all Intellectual Property Rights in the Zinc Service and all content displayed on the Zinc website, including but not limited to all trade marks, copyrights, database rights and other Intellectual Property Rights of any nature and all underlying software code.Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
  

• 8.2 Licence to use the Zinc Service.
  As long as you comply in full with these T&Cs, Zinc grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the ZincService solely for the purpose of receiving the Zinc Service. You may not lease, rent or otherwise make your Zinc account available to any other person or business.
• 8.3 Do not copy or redistribute Zinc content.
  You must not copy, scrape, extract, reproduce, modify, license to any third party, or sell or offer to sell to any third party any data from the ZincService. You agree not to use, or cause to be used, any manual or automated program, tool, or process, (including any scraper or spider robot), to extract, scrape, data mine, transmit, or publish, any part of the Zinc Service.
• 8.4 Do not interfere with any trade marks or copyright notices.
  You will not interfere with or attempt to remove any trade mark or copyright notices from any content displayed within theZinc Service.
• 8.5 You grant us a licence to use your data.
  By sharing any information, content, or data with Zinc (as further described in the Zinc Privacy Policy), you grant Zinc an irrevocable, perpetual, worldwide, non-exclusive, sub-licensable, royalty-free, transferable licence to use your data for the purpose of providing the Zinc Service, including but not limited to displaying, copying, editing, and creating derivative data relating to all such data.
• 8.6 Don’t submit infringing or illegal content.
  You warrant and represent that you have the full right and authority to use any data and/or materials that you submit and/or upload to the ZincService, and that the use of such data and/or materials by Zinc will not infringe the rights of any third party or be in breach of any applicable law.
• 8.7 Derivative works.
  Zinc shall own all Intellectual Property Rights in any derivative works created by Zinc from any data and/or materials that you submit and/or upload to the Zinc Service and you waive any moral rights that you may have in any such derived data.
• 8.8 “Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, moral rights, database rights, trade marks and trade names, rights to goodwill and to sue for passing off, rights in designs, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications (and rights to apply) for, and renewals and extensions of and rights to claim priority from such rights and all similar or equivalent rights and forms of protection which subsist or will subsist now or in the future in any part of the world.

• 9.1 Mutual indemnity.
  The breaching party agrees to indemnify the indemnified party and hold us harmless against all losses, damages, costs, expenses (including reasonable legal fees) and liabilities that the indemnified party may suffer as a result of any claim from a third party which results from the breaching party’s breach of these T&Cs.
  

• 9.2 We do not exclude liability for death or injury or other specified losses.
  Nothing in theseT&Cs will operate to exclude or limit either party’s liability: (a) for death or personal injury caused by its negligence; (b) for any fraud or fraudulent misrepresentation; or (c) to the extent that such liability cannot be excluded or limited under applicable law.
• 9.3 What each party is not liable for.
  Either party will have no liability to the other party (whether in contract, tort (including negligence), under an indemnity, or otherwise) for any: loss of profit, loss of revenue, loss of sales, business or business opportunity, loss of agreements or contracts, wasted expenditure, anticipated savings, damage to reputation or loss of goodwill, in each case, whether direct or indirect; or indirect or consequential loss.
• 9.4 Mutual limitations of liability.
  Subject to clauses 9.2 and 9.3, either party’s aggregate liability to the other party for any loss or damage arising (directly or indirectly) out of or in connection with these T&Cs whether in contract (including intentional breach or non-performance) or tort(including negligence), for breach of statutory duty or misrepresentation, under an indemnity or otherwise shall not exceed in respect of any and all events occurring during any Contract Year, the greater of (i) £12,000; and (ii) the amount of the fees paid by you to us in respect of suchContract Year. “Contract Year” means each successive 12-month period commencing on the date you first register for a Zinc account, or an anniversary thereof.

• 10.1 Acknowledgement.
  Each of the parties recognises that in the course of performing these T&Cs it may receive Confidential Information belonging or relating to the other party. “Confidential Information” means, in relation to either party, all information which is not in the public domain and which belongs or relates to that party or its business, including information relating to any of its: (a) customers, suppliers, financial information, advertising and promotional materials; (b)products, services, processes, strategies and developments; (c) future projects, business plans, budgets, commercial relationships and negotiations. Subject to clauses 10.2 and 10.3, each party agrees in relation to the Confidential Information relating to the other party:
• 10.1.1. not to use such Confidential Information for any purpose other than the purpose for which it is made available under these T&Cs (which in the case of Zinc includes the performance of the Zinc Service);
• 10.1.2. not to disclose such Confidential Information except to such of its personnel who need to know such Confidential Information for the purposes of performing its obligations, and/or exercising its rights, under these T&Cs provided that it notifies any such personnel of the confidential nature of the information before disclosure and is responsible for their compliance with the confidentiality obligations in this clause 10; and
• 10.1.3. to use reasonable care (and in any event not less than the care which it uses to protect its own Confidential Information) to keep, and to ensure that its personnel keep, all Confidential Information confidential.
  

• 10.2 Exceptions.
  The obligations in this clause 10 shall not apply in relation to (i) information which is or becomes public knowledge other than as a result of a breach of these T&Cs or any other duty of confidentiality; or (ii) information which the party using or disclosing such information: (a) knew before it was first disclosed to it by or on behalf of the other party, and in respect of which the party using or disclosing such information was not under any other duty of confidentiality; or (b)received from a third party entitled to disclose the same.
• 10.3 Permitted disclosure.
  Each party shall be entitled to disclose Confidential Information to the extent it is required to do so:
• 10.3.1. by any applicable law or by a court, arbitral or administrative tribunal; or
• 10.3.2. by any regulatory body, provided that, to the extent it is legally permitted to do so, it gives the other party as much prior notice of such disclosure as possible and takes into account any reasonable requests of the other party in relation to the form and content of such disclosure; or
• 10.3.3. in order to give proper instructions to any professional adviser of such party who has an obligation to keep such Confidential Information confidential.
• 10.4 This clause 10 shall survive the expiry or termination for any reason of these T&Cs.

• 11.1 Assignment.
  Zinc may transfer its rights and obligations under these T&Cs to another organisation. Zinc will always tell you in writing if this happens. You will not transfer your rights or your obligations under these T&Cs to another person or entity unless Zinc gives prior written consent.
• 11.2 Entire agreement.
  Subject to clause 2.2, these T&Cs constitute the entire understanding and agreement between you and Zinc in relation to your use of the Zinc Service. You agree that you have not relied on any statement or information in entering into these T&Cs which is not set out within these T&Cs.

• 11.3 No rights for third parties.
  These T&Cs do not give rise to any rights under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any of these T&Cs, except as expressly set out in these T&Cs.
• 11.4 No waiver.
  If Zinc do not insist immediately that you do something you are required to do under these T&Cs, or if Zinc delay in taking steps against you in respect of you breaching these T&Cs, that will not mean that you will not have to do those things, and it will not prevent Zinc from taking steps against you at a later date.
• 11.5 Severance.
  If any provision or part-provision of these T&Cs 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 these T&Cs.
• 11.6 Governing law and jurisdiction.
  These T&Cs (and any non-contractual obligations arising out of or in connection with these T&Cs and any claim or dispute in relation to their formation) shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts.

• 1. The Customer specified in the Order Form (“Customer”)
• 2. Zinc Work Limited incorporated and registered in England and Wales with company number10961635 whose registered office is at Highbridge House, 93-96 Oxford Road, Uxbridge, England,UB8 1LU (“Zinc”).

• (A) The Customer and Zinc entered into the Zinc Platform Terms & Conditions (“Master Agreement”) on the date the Customer first used the Zinc Service that may require Zinc to Process Personal Data on behalf of the Customer.
• (B) The parties may disclose Shared Personal Data to each other as independent Controllers.
• (C) This Personal Data Processing and Sharing Agreement (“Agreement”) sets out the additional terms, requirements and conditions on which Zinc will Process Personal Data when providing services under the Master Agreement as a Processor on behalf of the Customer, who is theController.
• (D) This Agreement also sets out the rights and obligations of the parties in relation to the Processing of Shared Personal Data as independent Controllers.

• 1. Definitions and interpretation
• The following definitions and rules of interpretation apply in this Agreement.
• 1.1 Definitions:
• 1 Agreed Sharing Purposes: has the meaning given to it in Clause 4.2
• 2 Applicant Tracking System: the Customer’s chosen applicant tracking system specified in the Order Form, from the list of applicant tracking systems in Annex A.
• 3 Commissioner: the Information Commissioner (see Article 4(A3), UK GDPR and section 114,DPA 2018) or other relevant regulator under the Data Protection Legislation.
• 4 Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Processing and Third Country: have the meanings given to them in the Data Protection Legislation.
• 5 Criminal Offence Data: Personal Data relating to criminal convictions and offences or related security measures to be read in accordance with section 11(2) of the DPA 2018 (or other applicable Data Protection Legislation).
• 6 Data Protection Legislation:
• 6a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
• 6b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Zinc is subject, which relates to the protection of personal data.
• 7 EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
• 8 EEA: the European Economic Area.
• 9 Effective Date: has the meaning given to it in the Order Form.
• 10 Order Form: the executed order form between Zinc and the Customer for the Zinc Service, which incorporates and is governed by the Master Agreement and this Agreement.
• 11 Processing Purposes: the services to be provided by Zinc to the Customer as described in the Master Agreement.
• Shared Personal Data: the Personal Data to be shared between the parties as independent Controllers under Clause 4.4.
• 12 Special Categories of Personal Data: the categories of Personal Data set out in the Data Protection Legislation.
• 13 Standard Contractual Clauses (SCCs): the standard contractual clauses for the transfer of Personal Data to a Third Country, as approved by the Commissioner or another relevant authority, and as may be updated, amended or replaced from time to time.
• 14 Term: this Agreement's term as defined in Clause 11.
• 15 UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
• 1.2 This Agreement is subject to the terms of the Master Agreement and is incorporated into the Master Agreement. Interpretations and defined terms set forth in the Master Agreement apply to the interpretation of this Agreement.
• 1.3 The Annexes form part of this Agreement and will have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Annexes.
• 1.4 A reference to writing or written includes email.
• 1.5 In the case of conflict or ambiguity between:
• (a) any provision contained in the body of this Agreement and any provision contained in the Annexes, the provision in the body of this Agreement will prevail;
• (b) the terms of any accompanying invoice or other documents annexed to this Agreement any provision contained in the Annexes, the provision contained in the Annexes will prevail;
• (c) any of the provisions of this Agreement and the provisions of the Master Agreement, the provisions of this Agreement will prevail; and
• (d) any of the provisions of this Agreement and any executed SCCs, the provisions of the executed SCC will prevail.
• 2. Personal Data types and Processing Purposes
• 2.1 The Customer and Zinc agree and acknowledge that for the purpose of the Data Protection Legislation:
• (a) where Zinc provides the Zinc Service to the Customer (save as set out at clause 2.1(b)below):
• (i) the Customer is the Controller and Zinc is the Processor.
• (ii) the Customer retains control of the Personal Data and remains responsible for its compliance obligations under the Data Protection Legislation, including but not limited to providing any required notices and obtaining any required consents,and for the written Processing instructions it gives to Zinc.
• (iii) ANNEX A describes the subject matter, duration, nature and purpose of theProcessing and the Personal Data categories and Data Subject types in respect of which Zinc may Process the Personal Data to fulfil the Processing Purposes.
• (iv) Zinc shall comply with Clauses 3, 5, 6, 7, 8, 9, 10, 12, 13, 14 and 15 in respect of its Processing under this Clause 2.1(a).
• (b) where, Zinc provides the Zinc Service to the Customer and the parties disclose SharedPersonal Data to each other in relation to any Data Subject who is an existing user of theZinc Service:
• (i) each party is an independent Controller.
• (ii) each party shall comply with Clause 4 in respect of the Shared Personal Data under this Clause 2.1(b). For the avoidance of doubt, Clauses 3, 5, 6, 7, 8, 9, 10,12, 13, 14 and 15 shall not apply to the Shared Personal Data.
• 2.2 Nothing in this Agreement shall prevent or restrict Zinc from providing the Zinc Service to candidates referred to it by or on behalf of the Customer, in which Zinc is the Controller, and the parties agree that Zinc’s provision of the Zinc Service to such candidates shall not be deemed to be a breach of any of the provisions of this Agreement.
• 3. Zinc’s Processor obligations
• 3.1 Where Zinc is the Processor in accordance with Clause 2.1(a):
• (a) Zinc will only Process the Personal Data to the extent, and in such a manner, as is necessary for the Processing Purposes in accordance with the Customer's written instructions. Zinc will not Process the Personal Data for any other purpose or in a way that does not comply with this Agreement or the Data Protection Legislation. Zinc must promptly notify the Customer if, in its opinion, the Customer's instructions do not comply with the Data Protection Legislation.
• (b) Zinc must comply promptly with any Customer written instructions requiring Zinc to amend, transfer, delete or otherwise Process the Personal Data, or to stop, mitigate or remedy any unauthorised Processing.
• (c) Zinc will maintain the confidentiality of the Personal Data and will not disclose thePersonal Data to third parties unless the Customer or this Agreement specifically authorises the disclosure, or as required by domestic law, court or regulator (including the Commissioner). If a domestic law, court or regulator (including the Commissioner) requires Zinc to Process or disclose the Personal Data to a third party, Zinc must first inform the Customer of such legal or regulatory requirement and give the Customer an opportunity to object or challenge the requirement, unless the domestic law prohibits the giving of such notice.
• (d) Zinc will reasonably assist the Customer, at the Customer’s cost, with meeting theCustomer's compliance obligations under the Data Protection Legislation, taking into account the nature of Zinc's Processing and the information available to Zinc, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with the Commissioner.
• (e) Zinc must promptly notify the Customer of any changes to the Data Protection Legislation that may reasonably be interpreted as adversely affecting Zinc's performance of theMaster Agreement or this Agreement.
• 4. Data sharing
• 4.1 Shared Personal Data.
  This clause sets out the framework for the sharing of Personal Data when the parties disclose Personal Data to each other as independent Controllers in accordance withClause 2.1(b). It defines the principles and procedures that the parties shall adhere to and the responsibilities the parties owe to each other.
• 4.2 Purpose.
  The parties agree to only Process Shared Personal Data for the following purposes:
• (a) the services to be provided by Zinc to the Customer as described in the MasterAgreement.
• The parties shall not Process Shared Personal Data in a way that is incompatible with the purposes described in this clause (“Agreed Sharing Purposes”).
• 4.3 Compliance with Data Protection Legislation.
  At all times during the Term of this Agreement, each party must ensure compliance with the Data Protection Legislation and shall not cause the other party to breach the Data Protection Legislation.
• 4.4 Shared Personal Data.
  (a) The following types of Personal Data will be shared between the parties during the Term of this Agreement:
• (i) the Personal Data described at Annex B; and
• (ii) analytics in relation to (i) above.
• (b) The following types of Special Categories of Personal Data will be shared between the parties] during the Term of this Agreement:
• (i) the Special Categories of Personal Data described at Annex B.
• (c) Criminal Offence Data will be shared between the parties.
• (d) The Shared Personal Data must not be irrelevant or excessive with regard to the AgreedSharing Purposes.
• 4.5 Lawful, fair and transparent Processing.
  Each party shall ensure that it Processes the Shared Personal Data fairly and lawfully during the Term of this Agreement and shall ensure that it has legitimate grounds under the Data Protection Legislation for the Processing of Shared Personal Data.
• 4.6 Assistance.
  Each party shall provide such assistance as is reasonably required to enable the other party to meet its compliance obligations under the Data Protection Legislation, including in relation to Data Subject rights, the handling of any Personal Data Breach, data protection impact assessments and reporting to and consulting with the Commissioner.
• 4.7 Data retention and deletion.
• (a) The parties shall not retain or Process Shared Personal Data for longer than is necessary to carry out the Agreed Sharing Purposes.
• (b) Notwithstanding Clause 4.7(a), the parties shall continue to retain Shared Personal Data in accordance with any statutory or professional retention periods applicable in their respective countries and/or industry.
• (c) The parties shall ensure that any Shared Personal Data is returned or destroyed onceProcessing of the Shared Personal Data is no longer necessary for the purposes it was originally shared for, as set out in Clause 4.2.
• (d) Following the deletion of Shared Personal Data in accordance with Clause 4.7(c), the relevant party shall notify the other party that the Shared Personal Data in question has been deleted.
• (e) Notwithstanding the remainder of this Clause 4.7, the Customer acknowledges and agrees that (i) Zinc shall retain certain Personal Data (including, as applicable, candidates’ identity data provided for background checks, phone contact details for candidates and referees) for 30 days following its disclosure to the Customer via the ZincService, after which it shall be deleted by Zinc; and (ii) Zinc shall not be required to notify the Customer of such deletion.
• 4.8 Transfers to a third party.
• (a) For the purposes of this clause, transfers of Personal Data shall mean any sharing ofShared Personal Data by either party with a third party, and shall include, but is not limited to, the following:
• (i) subcontracting the Processing of Shared Personal Data;
• (ii) granting a third party controller access to the Shared Personal Data.
• (b) If either party appoints a third party Processor to Process the Shared Personal Data it shall comply with the relevant provisions of the Data Protection Legislation and shall remain liable to the other party for the acts and/or omissions of the Processor.
• (c) The parties may not transfer Shared Personal Data to a third party located outside the UK or EEA unless it:
• (i) complies with the provisions of the Data Protection Legislation in the event the third party is a joint controller; and
• (ii) ensures that (1) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (2) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (3) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; or one of the derogations for specific situations in the applicable Data ProtectionLegislation applies to the transfer.
• 4.9 Security and training
• (a) The parties undertake to have in place throughout the Term appropriate technical and organisational security measures to prevent unauthorised or unlawful Processing of theShared Personal Data and accidental loss or destruction of, or damage to, the SharedPersonal Data and ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful Processing or accidental loss, destruction or damage and the nature of the Shared Personal Data to be protected.
• (b) The parties shall keep such security measures under review and shall carry out such updates as they agree are appropriate throughout the Term.
• (c) It is the responsibility of each party to ensure that its staff members are appropriately trained to handle and Process the Shared Personal Data in accordance with the technical and organisational security measures referred to at Clause 4.9(a) together with any other applicable Data Protection Legislation and guidance and have entered into confidentiality agreements relating to the Processing of Personal Data.
• (d) The level, content and regularity of training referred to in Clause 4.9(c) shall be proportionate to the staff members’ role, responsibility and frequency with respect to their handling and Processing of the Shared Personal Data.
• 4.10 Personal Data Breaches and reporting procedures
• (a) The parties shall each comply with its obligation to report a Personal Data Breach to theCommissioner and (where applicable) Data Subjects under the Data ProtectionLegislation and shall each inform the other party of any Personal Data Breach irrespective of whether there is a requirement to notify the Commissioner or DataSubject(s).
• (b) The parties agree to provide reasonable assistance as is necessary to each other to facilitate the handling of any Personal Data Breach in an expeditious and compliant manner.
• 4.11 Resolution of disputes with Data Subjects or the Commissioner
• (a) In the event of a dispute or claim brought by a Data Subject, the Commissioner concerning the Processing of Shared Personal Data against either or both parties, the parties will inform each other about any such disputes or claims, and will cooperate witha view to settling them amicably in a timely fashion.
• (b) The parties agree to respond to any generally available non-binding mediation procedure initiated by a Data Subject, the Commissioner. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means).The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
• (c) Each party shall abide by a decision of a competent court of Zinc’s country of establishment or of the Commissioner.
• 4.12 Warranties
• (a) Each party warrants that it will:
• (i) Process the Shared Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments that apply to its Personal Data Processing operations.
• (ii) make available on request to the Data Subjects who are third party beneficiaries a copy of this Clause 4 unless it contains confidential information.
• (iii) respond within a reasonable time and as far as reasonably possible to enquiries from the Commissioner in relation to the Shared Personal Data.
• (iv) respond to Data Subject rights requests in accordance with the Data ProtectionLegislation.
• (v) where applicable, maintain registration or pay the appropriate fees with theCommissioner to Process all Shared Personal Data for the Agreed SharingPurposes.
• (vi) take all appropriate steps to ensure compliance with the security measures set out in Clause 4.9 above.
• (b) Each party warrants that it is entitled to provide the Shared Personal Data to the other party and each party will ensure that the Shared Personal Data is accurate.
• (c) Each party warrants that it will not disclose or transfer Shared Personal Data outside theUK or EEA unless it complies with the obligations set out in Clause 4.8.
• (d) Except as expressly stated in this Clause 4, all warranties, conditions and terms, relating to the Shared Personal Data whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.
• 5. Zinc's employees
• 5.1 Where Zinc is the Processor in accordance with Clause 2.1(a), Zinc will ensure that all of its employees:
• (a) are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data;
• (b) have undertaken training on the Data Protection Legislation relating to handling Personal Data and how it applies to their particular duties; and
• (c) are aware both of Zinc’s duties and their personal duties and obligations under the Data Protection Legislation and this Agreement.
• 6. Security
• 6.1 Where Zinc is the Processor in accordance with Clause 2.1(a):
• (a) Zinc must at all times implement appropriate technical and organisational measures against unauthorised or unlawful Processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data including, but not limited to, the security measures set out in ANNEX C.
• (b) Zinc must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:
• (i) the pseudonymisation and encryption of personal data;
• (ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of Processing systems and services;
• (iii) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
• (iv) a process for regularly testing, assessing and evaluating the effectiveness of the security measures.
• 7. Personal Data Breach
• 7.1 Where Zinc is the Processor in accordance with Clause 2.1(a):
• (a) Zinc will within 24 hours and in any event without undue delay notify the Customer if it becomes aware of:
• (i) the loss, unintended destruction or damage, corruption, or unusability of part or all of the Personal Data.
• (ii) any accidental, unauthorised or unlawful Processing of the Personal Data; or
• (iii) any Personal Data Breach.
• (b) where Zinc becomes aware of (i), (ii) and/or (iii) above, it shall, without undue delay, also provide the Customer with the following information:
• (i) description of the nature of (i), (ii) and/or (iii), including the categories of in-scopePersonal Data and approximate number of both Data Subjects and the PersonalData records concerned;
• (ii) the likely consequences; and
• (iii) a description of the measures taken or proposed to be taken to address (i), (ii) and/or (iii), including measures to mitigate its possible adverse effects.
• (c) immediately following any accidental, unauthorised or unlawful Personal Data Processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. Further, Zinc will reasonably co-operate with the Customer at the Customer’s cost, in the Customer's handling of the matter, including but not limited to:
• (i) assisting with any investigation;
• (ii) providing the Customer with physical access to any facilities and operations affected;
• (iii) facilitating interviews with Zinc’s employees, former employees and others involved in the matter including, but not limited to, its officers and directors;
• (iv) making available all relevant records, logs, files, data reporting and other materials required to comply with all Data Protection Legislation or as otherwise reasonably required by the Customer; and
• (v) taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or accidental, unauthorised or unlawful Personal Data Processing.
• 8. Cross-border transfers of personal data
• 8.1 Where Zinc is the Processor in accordance with Clause 2.1(a):
• (a) Zinc (and any subcontractor) must not transfer or otherwise Process the Personal Data outside the UK or EEA without obtaining the Customer's prior written consent.
• (b) Where such consent is granted, Zinc may only Process, or permit the Processing, of the Personal Data outside the UK or EEA under the following conditions:
• (i) Zinc is Processing the Personal Data in a territory which is subject to adequacy regulations under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals. Zinc must identify inANNEX A the territory that is subject to such adequacy regulations; or
• (ii) Zinc participates in a valid cross-border transfer mechanism under the DataProtection Legislation, so that Zinc (and, where appropriate, the Customer) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by the Data Protection Legislation. Zinc must identify in ANNEX A the transfer mechanism that enables the parties to comply with these cross-border data transfer provisions and Zinc must immediately inform the Customer of any change to that status; or
• (iii) the transfer otherwise complies with the Data Protection Legislation for the reasons set out in ANNEX A.
• 9. Subcontractors
• 9.1 Where Zinc is the Processor in accordance with Clause 2.1(a):
• (a) Zinc may only authorise a third party (subcontractor) to Process the Personal Data if:
• (i) the Customer is provided with an opportunity to object to the appointment of each subcontractor within 10 working days after Zinc supplies the Customer with full details in writing regarding such subcontractor;
• (ii) Zinc enters into a written contract with the subcontractor that contains terms substantially the same as those set out in this Agreement, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon the Customer's written request, provides the Customer with copies of the relevant excerpts from such contracts;
• (iii) Zinc maintains control over all of the Personal Data it entrusts to the subcontractor; and
• (iv) the subcontractor's contract terminates automatically on termination of this Agreement for any reason.
• (b) those subcontractors approved as at the commencement of this Agreement are as set out in ANNEX A including the Applicant Tracking System. Zinc must list all approved subcontractors in Annex A and include any subcontractor's name and location and the contact information for the person responsible for privacy and data protection compliance.
• (c) where the subcontractor fails to fulfil its obligations under the written agreement with Zinc which contains terms substantially the same as those set out in this Agreement, Zinc remains fully liable to the Customer for the subcontractor's performance of its agreement obligations.
• (d) the parties agree that Zinc will be deemed to control legally any Personal Data controlled practically by or in the possession of its subcontractors.
• 10. Complaints, Data Subject requests and third-party rights
• 10.1 Where Zinc is the Processor in accordance with Clause 2.1(a):
• (a) Zinc must, at the Customer’s cost, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Customer as theCustomer may reasonably require, to enable the Customer to comply with:
• (i) the rights of Data Subjects under the Data Protection Legislation, including subject access rights, the rights to rectify, port and erase Personal Data, object to the Processing and automated Processing of Personal Data, and restrict the Processing of Personal Data; and
• (ii) information or assessment notices served on the Customer by the Commissioner.
• (b) Zinc must notify the Customer immediately in writing if it receives any complaint, notice or communication that relates directly or indirectly to the Processing of the Personal Data or to either party's compliance with the Data Protection Legislation.
• (c) Zinc must notify the Customer within 10 days if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their other rights under the Data Protection Legislation.
• (d) Zinc will give the Customer its full co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.
• (e) Zinc must not disclose the Personal Data to any Data Subject or to a third party other than in accordance with the Customer's written instructions, or as required by domestic law.
• 11. Term and termination
• 11.1 This Agreement will remain in full force and effect so long as the Master Agreement remains in effect (“Term”).
• 11.2 Any provision of this Agreement that expressly or by implication should come into or continue in force on or after termination of the Master Agreement in order to protect the Personal Data will remain in full force and effect.
• 11.3 A party’s failure to comply with the terms of this Agreement shall be a material breach of the Master Agreement. In such event, the non-defaulting party may terminate the Master Agreement effective immediately on written notice to the defaulting party without further liability or obligation of the non-defaulting party.
• 11.4 If a change in any Data Protection Legislation prevents either party from fulfilling all or part of its Master Agreement obligations, the parties may agree to suspend the Processing of the Personal Data until that Processing complies with the new requirements. If the parties are unable to bring the Personal Data Processing into compliance with the Data Protection Legislation within 30 days, either party may terminate the Master Agreement with immediate effect on written notice to the other party.
• 12. Data return and destruction
• 12.1 Where Zinc is the Processor in accordance with Clause 2.1(a):
• (a) on termination of the Master Agreement for any reason or expiry of its term, Zinc will securely delete or destroy or, if directed in writing by the Customer, return and not retain, all or any of the Personal Data related to this Agreement in its possession or control
• (b) if any law, regulation, or government or regulatory body requires Zinc to retain any documents or materials or Personal Data that Zinc would otherwise be required to return or destroy, it will notify the Customer in writing of that retention requirement, giving details of the documents, materials or Personal Data that it must retain, the legal basis for retention, and establishing a specific timeline for deletion or destruction once the retention requirement ends.
• (c) Zinc will certify in writing to the Customer that it has destroyed the Personal Data within 30 days after it completes the deletion or destruction.
• (d) notwithstanding the remainder of this Clause 12, (i) the Customer instructs Zinc to retain certain Personal Data (including, as identity data provided for checks: documents, address, DOB. And contact phone number for candidates and referees) for 30 days following its disclosure to the Customer via the Zinc Service, after which it shall be deleted by Zinc; (ii) Zinc shall not be required to notify the Customer of such deletion; and (iii) such deletion shall not be deemed to be a breach of any of the provisions of this Agreement.
• 13. Records
• 13.1 Where Zinc is the Processor in accordance with Clause 2.1(a):
• (a) Zinc will keep detailed, accurate and up-to-date written records regarding any Processing of the Personal Data, including but not limited to, the access, control and security of the Personal Data, approved subcontractors, the Processing purposes, categories of Processing, any transfers of personal data to a third country and related safeguards, and a general description of the technical and organisational security measures referred to in6.1 (Records).
• (b) Zinc will ensure that the Records are sufficient to enable the Customer to verify Zinc's compliance with its obligations under this Agreement and Zinc will provide the Customer with copies of the Records within 30 days from receipt of request by Customer.
• (c) the parties must review the information listed in the Annexes to this Agreement at least once per year to confirm its current accuracy and update it when required to reflect current practices.
• 14. Audit
• 14.1 Where Zinc is the Processor in accordance with Clause 2.1(a):
• (a) Zinc will permit the Customer and its third-party representatives to audit Zinc's compliance with its Agreement obligations, on at least 30 days' written notice and no more than more than once in any calendar year, during the Term. Zinc will give the Customer and its third-party representatives all necessary assistance to conduct such audits.
• (b) a reduced notice period of at least 7 days’ written notice will apply if the Customer reasonably believes that a Personal Data Breach has occurred or is occurring, or Zinc is in breach of any of its obligations under this Agreement or any Data ProtectionLegislation.
• 15. Warranties
• 15.1 Where Zinc is the Processor in accordance with Clause 2.1(a):
• (a) Zinc warrants that:
• (i) its employees, subcontractors, agents and any other person or persons accessing the Personal Data on its behalf are reliable and trustworthy and have received the required training on the Data Protection Legislation;
• (ii) it and anyone operating on its behalf will Process the Personal Data in compliance with the Data Protection Legislation and other laws, enactments, regulations, orders, standards and other similar instruments;
• (iii) it has no reason to believe that the Data Protection Legislation prevents it from providing any of the Master Agreement's contracted services; and
• (iv) considering the current technology environment and implementation costs, it will take appropriate technical and organisational measures to prevent the unauthorised or unlawful Processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data, and ensure a level of security appropriate to:
• (A) the harm that might result from such unauthorised or unlawful Processing or accidental loss, destruction or damage;
• (B) the nature of the Personal Data protected; and
• (C) comply with all applicable Data Protection Legislation and its information and security policies, including the security measures required in 6.1.
• (b) the Customer warrants and represents that it will comply with all applicable Data Protection Legislation and Zinc's expected use of the Personal Data for the Processing Purposes and as specifically instructed by the Customer will comply with the Data Protection Legislation.
• 16. Notice
• 16.1 Any notice given to a party under or in connection with this Agreement must be in writing and delivered to:
• For the Customer: as specified in the Order Form
• For Zinc: security-team@zincwork.com
• This Agreement has been entered into on the Effective Date.

Subject matter of Processing: Provision of employee reference and background checking services to the Customer as further set out in the Master Agreement.

Duration of Processing: For the term of the Master Agreement and thereafter for any periods permitted under the Master Agreement.

Nature and Purpose of Processing: Zinc will Process the Personal Data set out below in order to arrange employment background checks and referencing for the Customer’s candidates.

Personal Data Categories: Identity data (which may include the following Special Categories of PersonalData: biometric data for the purpose of uniquely identifying a natural person)), contact data, background check status data, qualification data, employment history data, sanctions data (which may include CriminalOffence Data), financial data and usage data.

Data Subject Types:

• Employees and contractors of the Customer;
  candidates seeking employment by the Customer;
• Referees providing employment references for the applicable candidate;
• Other third parties where requested to do so by the Customer or the applicable candidate.

Approved Subcontractors

1. Checking third parties

2. Technical third parties

3. Applicant tracking systems (only if selected, as specified in the Order Form):

Subject matter of Processing: Provision of employee reference and background checking services to the Customer as further set out in the Master Agreement.

Duration of Processing: For the term of the Master Agreement and thereafter for any periods permitted under the Master Agreement.

Nature and Purpose of Processing: Zinc will Process the Shared Personal Data set out below in order to arrange employment background checks and referencing for the Customer’s candidates.

Shared Personal Data Categories: name, account email, employment reference, education record, nationality and document expiry date.

Data Subject Types:

• Employees and contractors of the Customer;
• Candidates seeking employment by the Customer;
• Referees providing employment references for the applicable candidate;
• Other third parties where requested to do so by the Customer or the applicable candidate.

The technical and organizational measures. See an overview of security measures on Zinc’s page.