Terms & conditions:
committed plan

The Agreement shall commence on the date the relevant Order Form is signed by both Parties (the “Commencement Date”). The Agreement shall continue in force for a period of twelve (12) months from the Commencement Date (the “Initial Subscription Term”).

The Agreement shall automatically renew upon the expiration of the Initial Subscription Term for a further period of twelve (12) months (a “Subsequent Term”) unless You provide at least one (1) month’s written notice of Your intention to cancel Your subscription prior to the end of the Initial Subscription Term.

Save for as expressly set out in Clause 1.4, if You choose to terminate the Agreement during the Initial Subscription Term or any Subsequent Term, then You will be obligated to pay the entirety of the remaining sums due under the Initial Subscription Term or said Subsequent Term as set out in the relevant Order Form.

In the event of a material breach of the Agreement by either Party, the non-breaching Party may terminate the Agreement with immediate effect provided that it gives the breaching Party prior written notice of said breach and thirty (30)  business days to remedy it. For the avoidance of doubt, if You effectively terminate the Agreement under this Clause 1.4 then You shall be immediately released from any further payment obligations to Zinc.

Zinc shall issue You an invoice for all Committed Fees due under the Agreement. All payments are due immediately upon receipt of the invoice.

You agree to keep Your contact information and billing information up to date for the payment of Your fees.

You agree to purchase the total number of Checks as set out in the relevant Order Form (“Total Checks”). If You exceed the Total Checks during the Initial Subscription Term or any Subsequent Term, You will accrue overages payable by You.

If You choose to renew the Agreement and enter into any Subsequent Term then any unused Checks are automatically carried over into the next Subsequent Term (“Check Credit”).

If You choose not to renew the Agreement or the Agreement is, for any reason other than for the reasons envisaged in Clause 3.6, brought to an end, and You still have Check Credit remaining then You shall be entitled to use the Check Credit on the Zinc Service on a pay as you go basis.

Zinc may not unilaterally adjust its pricing during the Initial Subscription Term or any Subsequent Term, save for in the event that the any Governing Body adjusts its pricing during the Initial Subscription Term or any Subsequent Term in which case Zinc may increase or decrease the price of the Checks it provides to You.

Except in the event of gross negligence, wilful misconduct or breach of the Agreement on the part of Zinc, all payments made to Zinc in relation to the Zinc Service are non-refundable.

Through your use of the Zinc Service, You shall not access, store, distribute or transmit any material that:

The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the Parties and except to the extent expressly permitted under the Agreement:

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Zinc Service, and in the event of any such unauthorised access or use, promptly notify Zinc.

You shall comply with all applicable laws and regulations with respect to Your activities under this Agreement.

If You use the Zinc Service to produce Reports on Candidates who are currently, be that permanently or temporarily, based in the United States of America then You agree to ensure that all such Candidates enter into a non-severable class action waiver with You, prior to any Background Checks being conducted, and such waiver should expressly name Zinc's checking partner Onfido Limited (a company incorporated and registered in England and Wales with company number 07479524 whose registered office is at 14-18 Finsbury Square, 3rd Floor, London, England EC2A 1AH) ("Onfido") and should confirm that Candidates shall not sue Onfido as a class plaintiff or class representative, join as a class member, or participate as an adverse party in any way in a class action lawsuit against Onfido.

Zinc reserves the right, without liability or prejudice to its other rights to You, to disable Your access to the Zinc Service if You breach this Clause 3, until such time as said breach can be remedied in full by You.

For the duration of the Agreement, Zinc shall provide the Zinc Services to You in accordance with the terms of the Agreement.

Zinc warrants and represents that the Zinc Services shall have an uptime of at least 99.5% calculated on a rolling 30 day basis (“Uptime Guarantee”). In the event that the Uptime Guarantee is breached by Zinc then You shall be entitled to a credit note of 2% to be applied to Your next invoice, up to a maximum of 10% per invoice.

Zinc may from time to time conduct planned maintenance to the Zinc Service which shall result in the Service being temporarily unavailable (“Planned Maintenance”). In the event that Planned Maintenance is required, You shall receive at least 72 hours notice prior to the Zinc Service being unavailable and Planned Maintenance shall last no longer than 1 business day. For the avoidance of doubt, any time during which the Zinc Service is unavailable due to Planned Maintenance shall be excluded from any Uptime Guarantee calculation.

The Zinc Services is not intended to be used as the sole basis for hiring or personnel decisions and You accept that Your use of the Zinc Service does not absolve You of Your obligations to comply with applicable Laws and You further accept that Zinc shall in no way be liable for any damage caused by Your reliance on the results of a Report as it relates to hiring or personnel decisions.

You accept that the Reports provided through Your use of the Zinc Service are based upon multiple third party data sources which Zinc has no control over and so You further accept that Zinc cannot guarantee the accuracy or reliability of said third party data sources and that, save for where any inaccuracy is caused by Zinc’s own acts or omissions, Zinc shall not be liable for any damage caused due to any inaccuracies contained within the Reports.

Zinc warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

Zinc (and our licensors as applicable) owns or licences 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.

So long as You comply, and continue to comply in full, with the Agreement, Zinc grants You a limited, non-exclusive, non-transferable, revocable licence to access and use the Zinc Service 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.

You must not copy, scrape, extract, reproduce, modify, licence to any third party, or sell or offer to sell to any third party any data from the Zinc Service. You further 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.

You will not interfere with or attempt to remove any trademark or copyright notices from any content displayed within the Zinc Service.

You warrant and represent that You have the full right and authority to use any data or material that You submit to the Zinc Service. You further warrant and represent that the use of such data by Zinc will not infringe the rights of any third party or cause Zinc to be in breach of any applicable law.

Confidential Information means all confidential information disclosed by a Party or its Representatives to the other Party and that Party's Representatives, whether before or after the date of the Agreement, in connection with the Agreement, including but not limited to:

The provisions of this clause shall not apply to any Confidential Information that:

Each Party shall keep the other Party's Confidential Information secret and confidential and shall not:

A Party may disclose the other Party's Confidential Information to those of its Representatives who need to know such Confidential Information for the core functioning of their role as a Representative, provided that:

A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation, any relevant securities exchange) or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible.

Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party's Confidential Information other than those expressly stated in this Agreement are granted to the other Party, or to be implied from this Agreement.

On termination or expiry of this Agreement, each Party shall destroy or return to the other Party all documents and materials, and any copies, containing, reflecting, incorporating or based on the other Party's Confidential Information. 

No Party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties except as required by: law, any governmental or regulatory authority, any court or other authority of competent jurisdiction.

Except as expressly stated in this Agreement, no Party makes any express or implied warranty or representation concerning its Confidential Information.

The above provisions of this Clause 6 shall continue to apply after termination or expiry of this Agreement.

Notwithstanding the liability cap at Clause 8.3, Zinc shall indemnify You and Your officers, directors and employees, against all losses, damages, costs and expenses (including reasonable legal fees) arising in connection with any claim that Your use of the Zinc Service in accordance with this Agreement infringes the Intellectual Property Rights of any third party.

In no event shall Zinc, its employees, agents and subcontractors be liable to You to the extent that any alleged infringement under Clause 7.1 is based on:

The foregoing states Your sole and exclusive rights and remedies, and Zinc's (including the Zinc's employees', agents' and subcontractors') entire obligations and liability, for infringement of any Intellectual Property Rights.

Subject to  the liability cap at Clause 8.3, Zinc shall indemnify You and Your officers, directors and employees, against all losses, damages, costs and expenses (including reasonable legal fees) arising in connection with any claim arising in connection with Zinc’s breach of its obligations under:

You shall indemnify Zinc and its officers, directors and employees, against all losses, damages, costs and expenses (including reasonable legal fees) arising in connection with any claim that Your misuse of the Zinc Service, against the terms of the Agreement, infringes the Intellectual Property Rights of any third party.

In no event shall You or Your employees, agents and subcontractors be liable to Zinc to the extent that any alleged infringement under Clause 7.5 is based on:

Nothing in this agreement excludes the liability of Zinc:

Neither Party shall be liable to the other Party, whether in contract, tort (including negligence), restitution, breach of statutory duty or misrepresentation, or otherwise, for any loss arising out of or in connection with the Agreement falling under the following categories of loss: loss of income; loss of revenue; loss of business; loss of profits; loss of anticipated savings; loss of data; waste of management or office time; or any indirect, consequential or special damages, costs or expenses.

Neither Parties total liability in: contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall exceed the total amount paid or payable by You, as indicated on the relevant Order Form, in the previous twelve (12) months prior to the event giving rise to a claim.

Neither Party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, the following occurrences: (a) acts of God; (b) flood, fire, earthquake, explosion, or other disaster; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns or power outages or shortages; (i) public health crisis, such as a pandemic or epidemic; and (j) any other similar events beyond the reasonable control of the impacted Party (“Force Majeure Event”). 

No variation of this Agreement 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 right or remedy.

A delay or failure to exercise any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

If any provision or part-provision of this Agreement is deemed deleted under Clause 13.1 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

You shall not assign or transfer Your rights under the Agreement without Zinc’s prior written consent. Notwithstanding the foregoing, You may assign Your rights under the Agreement to a successor by reason of a merger, reorganisation, sale of substantially all of Your assets, change of control or operation of law.

Zinc shall not assign or transfer its rights under the Agreement without Your prior written consent. Notwithstanding the foregoing, Zinc may assign its rights under the Agreement to a successor by reason of a merger, reorganisation, sale of substantially all of its assets, change of control or operation of law.

Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name, or on behalf of or otherwise, to bind the other in any way including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power.

This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

Any notice given to Zinc under or in connection with the Agreement must be in writing and delivered to: legal@zincwork.com.

Any notice given to You under or in connection with the Agreement must be in writing and delivered to the email address specified in the relevant Order Form.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims)