These Terms and Conditions are entered into by and between:
Zinc Work Limited a company incorporated and registered in England and Wales (company number is 10961635) with a registered address at Eastcastle House, 27-28 Eastcastle Street, London, United Kingdom, W1W 8DH on behalf of itself and any affiliates (“Zinc”); and
The counterparty (“You”, “Your”, “Yours” or “Company”) on behalf of itself and any affiliates, whose registered country, address and signature are set out in the Order Form.
(each a “Party” and together the “Parties”).
Zinc may update these Terms and Conditions from time to time. If these Terms and Conditions are updated You will be notified in writing by email using the latest contact information You have provided to Zinc. Such updates will take effect 30 days after the date of delivery of notification and Your continued usage of the Zinc Service will be deemed to constitute acceptance of our updated Terms and Conditions.
1. The Zinc Service
1.1 The Zinc Service is provided subject to these Terms and Conditions and Your use of the Zinc Service hereafter will be deemed to constitute acceptance of these Terms and Conditions in full.
1.2 The Zinc Service is further subject to our Data Processing Addendum (DPA) and the relevant Order Form as provided to You by Zinc, both of which are hereby incorporated into the Agreement. You should ensure You read both of those documents carefully.
1.3 In the event of a conflict between any of the Terms and Conditions, the Order Form and the DPA, the following order of precedence shall apply in descending order: Order Form, Terms and Conditions, DPA.
1.4 The Zinc Service may be integrated via an application programming interface (API) with certain third party applications (“Applications”). These Applications do not form part of the Zinc Service. In the event that You choose to use such an Application, You acknowledge that Zinc is not responsible for any delays, technical issues or losses caused as a direct or indirect result of Your use of such an Application. The current list of compatible Applications can be found in Annex I.
1.5 Zinc is not responsible for the contents contained within a Report and Zinc shall in no way be liable for any damage caused by Your reliance on the results of a Report. Further information is available in the Zinc disclaimer, available here: https://zincwork.com/disclaimer.
“Agreement” means these Terms and Conditions, Zinc’s DPA and the relevant Order Form signed by You which together govern the agreement between the parties subject to which the Zinc Service is provided.
“Applications” has the meaning given to it in Clause 1.4.
“Authorised Payment Method” means a valid and up to date payment method accepted by us which You may update from time to time.
“Candidate” means any natural person whose details You enter into the Zinc Service.
“Checks” means any background check, reference check, criminal record check, education verification check, identity check or other type of check purchased by You, to be carried out in relation to a specific Candidate and as set out in the relevant Order Form.
“Commencement Date” has the meaning given to it in Clause 3.1.
“Committed Fees” means the total fees as set out in the relevant Order Form.
“Confidential Information” has the meaning given to it in Clause 10.1.
"DPA" means the Zinc Data Processing Addendum.
“Derivative Materials” has the meaning given to it in Clause 8.2c.
“Initial Subscription Term” has the meaning given to it in Clause 3.1.
“Intellectual Property Rights” has the meaning given to it in Clause 7.6.
“Planned Maintenance” has the meaning given to it in Clause 5.4.
“Report” means the result of any Check produced or documented by Zinc created through Your use of the Zinc Service.
“Subsequent Term” has the meaning given to it in Clause 3.2.
“Terms and Conditions” means these Terms and Conditions.
“Order Form” means the relevant order form supplied to You by Zinc.
“Your Data” has the meaning given to it in Clause 8.1.
“Zinc API” means Zinc’s application programming interface(s), including subsequent versions thereof.
“Zinc Service” means the website www.zincwork.com owned and operated by Zinc, the Zinc API, the Zinc Service web based application with which You interact, and any other related services which Zinc may, from time to time, offer (“Service” as context requires).
3. Term and Termination
3.1The 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”).
3.2 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.
3.3 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.
3.4 Notwithstanding Clause 3.3, in the event of a material breach of the Agreement by either Party then 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.
4. Price and Payment
4.1 Zinc will invoice You at the beginning of each calendar month for one twelfth of the Committed Fees. All payments are due thirty (30) days after the receipt of the invoice.
4.2 If You choose to pay via credit or debit card You authorise Zinc to charge Your Authorised Payment Method for all fees payable for each invoice. You further authorise Zinc to process payments via Stripe or GoCardless and You consent to the disclosure of Your payment details to Stripe or GoCardless.
4.3 You agree to keep Your Authorised Payment Method, contact information and billing information up to date for the payment of Your fees.
4.4 You agree to purchase the number of Checks as set out in the quantity column of the relevant Order Form. Zinc will assess Your usage every six (6) months starting from the Commencement Date. Any unused Checks will automatically be rolled over into the next six (6) month period.
4.5 If You exceed Your maximum number of Checks in a given Six (6) month period You will be charged overages to be added to Your invoice every six (6) months.
4.6 Except in the event of gross negligence, wilful misconduct or breach of these Terms and Conditions on the part of Zinc, all payments made to Zinc in relation to the Zinc Service are non-refundable.
5. Availability and Uptime
5.1 Save as expressly provided for in these Terms and Conditions or as otherwise required by applicable law, the Zinc Service is provided on an “AS IS” and “AS AVAILABLE” basis.
5.2 The Zinc Service may from time to time be unavailable and Zinc in no way warrants or guarantees that the Service will always be available or uninterrupted. Historical uptimes for the Zinc Service can be viewed at this link.
5.3 Save for unavailability or interruptions caused by gross negligence, willful misconduct or breach of these Terms and Conditions on the part of Zinc, Zinc shall not be liable for any reason whatsoever if the Zinc Service is unavailable at any time or for any period.
5.4 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 of Planned Maintenance occurring, You will be notified at least 72 hours prior to the event.
5.5 Zinc endeavours to conduct Planned Maintenance during off-peak hours and to keep disruptions to a minimum, however, Zinc does not provide any warranties, guarantees or representations in respect to the timing or duration of such Planned Maintenance.
6. Customer Obligations
6.1 You are responsible for complying with all relevant laws and regulations with respect to Your use of the Zinc Service and Your activities in connection with the Agreement.
6.2 You must use the Zinc Service only in accordance with the Agreement and You will be liable for any misuse attributable to You, Your employees or Your affiliates.
6.3 You must not hack or misuse the Zinc Service by knowingly introducing viruses or other malicious or technologically harmful material nor attempt any form of denial-of-service attack on the Service.
6.4 You must not attempt to gain unauthorised access to the Zinc Service, the server(s) on which any part of the Zinc Service is hosted or any other server, computer or database connected to the Zinc Service.
6.5 You must not attempt to reverse engineer, decompile, disassemble or otherwise reduce to human perceptible form any or all parts of the Zinc Service.
6.6 You must provide accurate information when using the Zinc Service. This includes, but is not limited to, the provision of Candidate information. Zinc shall not be liable for any damage or loss caused by Your failure to provide accurate information when using the Zinc Service.
6.7 If You fail to comply with any or all of the above clauses in this Clause 6 then Zinc may disable Your account indefinitely or immediately terminate the Agreement and revoke the licence granted to You in accordance with Clause 7.2.
6.8 If Zinc suspects or detects any illegal, illicit or suspicious activity then Zinc may disable Your account indefinitely or immediately terminate the Agreement and revoke the licence granted to You in accordance with Clause 7.2.
Intellectual Property Rights
7.1 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.
7.2 So long as You comply, and continue to comply in full, with these Terms and Conditions 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.
7.3 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 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.
7.4 You will not interfere with or attempt to remove any trademark or copyright notices from any content displayed within the Zinc Service.
7.5 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.
7.6 “Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, moral rights, database rights, trademarks 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.
8. Derivative Materials
8.1 Through Your use of the Zinc Service You accept that it will be necessary for You to upload certain data into the Zinc Service (“Your Data”). This includes but is not limited to Candidate Data.
8.2 You grant Zinc a revocable licence to use Your Data for the following purposes:
(a). Analysing Your month by month usage data and providing You with a bespoke analytics tab.
(b). Generally improving or altering the Zinc Service.
(c). Producing aggregated and anonymised statistical reports, research, white papers, or any other such material (“Derivative Materials”).
(d). the usage of such Derivative Materials in respect of promoting the Zinc Service through marketing materials or otherwise.
8.3 Upon termination of the Agreement for any reason Zinc shall cease use of all of Your Data save for any Derivative Materials that may survive termination and You grant Zinc perpetual and irrevocable rights to use such Derivative Materials howsoever required.
8.4 Save as set out in Clauses 8.1 and 8.2, Zinc claims no other rights in any other data other than the types referenced in Clause 8.1 and Zinc's DPA.
9. Indemnification and Limitation of Liability
9.1 In the event of a breach of these Terms and Conditions by Zinc that directly leads to a claim being brought against You by a third party, Zinc agrees to indemnify You against all losses, damages, costs and expenses (including reasonable legal fees) arising in connection with said claim.
9.2 In the event of a breach of these Terms and Conditions by You that leads directly to a claim being brought against Zinc by a third party, You agree to indemnify Zinc against all losses, damages, costs and expenses (including reasonable legal fees) arising in connection with said claim.
9.3 Nothing in these Terms and Conditions shall exclude or limit either Parties liability for death or personal injury caused by their own negligence or for any fraud or fraudulent misrepresentation.
9.4 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.
9.5 Subject to Clauses 9.1 and 9.2, either Party’s total liability in: contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall be limited to the total amount paid by You, as indicated on the relevant Order Form, in the previous twelve (12) months prior to the event giving rise to a claim.
10.1 Confidential Information means information disclosed under the Agreement that is designated by the disclosing Party as proprietary or confidential or should reasonably be understood to be proprietary or confidential due its nature and the circumstances of its disclosure. Each Party’s confidential Information includes all non-public documentation and information that could have commercial value or other utility, examples include but are not limited to, a Party’s business plans, new ideas, new products, methods for doing business, financially sensitive information, employee information, customer lists and intellectual property.
10.2 You agree: (1) to protect the confidentiality of Zinc’s Confidential Information using no less than reasonable care at all times regardless of how You protect Your own Confidential Information, (2) not to use any of Zinc’s Confidential Information other than for the purpose of fulfilling Your obligations under the Agreement, (3) not to disclose Zinc’s Confidential Information to any third party without prior written consent from Zinc, and (4) to limit access to Zinc’s Confidential Information to Your (and Your affiliates’) employees, workers or contractors who explicitly require such access for the purpose of fulfilling their obligations under the Agreement.
10.3 Zinc agrees: (1) to protect the confidentiality of Your Confidential Information using no less than reasonable care at all times regardless of how Zinc protect its own Confidential Information, (2) not to use any of Your Confidential Information other than for the purpose of fulfilling its obligations under the Agreement, (3) not to disclose Your Confidential Information to any third party without Your prior written consent, and (4) to limit access to Your Confidential Information to Zinc’s (and our affiliates’) employees, workers or contractors who explicitly require such access for the purpose of fulfilling their obligations under the Agreement.
10.4 This Clause 10 will survive the expiry or termination, for any reason, of the Agreement.
11.1 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.
11.2 Zinc shall not assign or transfer its rights under the Agreement without Your prior written consent. Notwithstanding the foregoing, Zinc may assign its right 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.
11.3 These Terms and Conditions, Zinc’s DPA and the relevant Order Form constitute the entire agreement between You and Zinc in relation to Your use of the Zinc Service. Your use of the Zinc Service hereafter will be deemed to constitute Your acceptance that You entered into the Agreement freely and without reliance on any other statements or information not contained within the Agreement.
11.4 If Zinc does not immediately insist that You do something required under the Agreement or if Zinc delays in taking steps against You in respect of a breach of these Terms and Conditions, it shall in no way be construed as Zinc waiving the right to insist You do those things or waiving the right to take action against You for any breach.
11.5 If You do not immediately insist that Zinc does something required under the Agreement or if You delay in taking steps against Zinc in respect of a breach of these Terms and Conditions, it shall in no way be construed as You waiving Your right to insist Zinc does those things or waiving the right to take action against Zinc for any breach.
11.6 If any provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable then it shall be deemed superseded by a valid, enforceable provision that most closely matches the original intended effect and the remainder of these Terms and Conditions shall continue in full force.
11.7 The Agreement between You and Zinc shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts.
12.1 Any notice given to Zinc under or in connection with the Agreement must be in writing and delivered to: email@example.com.
12.2 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.
Annex I — Third Party Applications currently capable of integration with the Zinc Service