Acceptance of terms

By proceeding to create an account after reviewing these terms and conditions, you agree to be bound by this Agreement. Your creation of an account constitutes your acceptance of these terms and conditions and forms a legally binding contract in the form of this Agreement between you and HirePass. If you do not agree to these terms, you must not proceed with account creation or use the Services.

What this covers

This Agreement sets out the terms and conditions (as amended from time to time in accordance with this Agreement) upon which HirePass provides the Services to you. This Agreement (which includes the Data Processing Agreement) and its terms and conditions apply to the exclusion of any other terns that you seek to impose or incorporate.

Authority to bind organisation

If you are creating an account on behalf of a company or other organisation, you represent and warrant that you have the authority to bind that organisation to this Agreement. Your acceptance of this Agreement will be deemed acceptance by that organisation, and references to "you" in this Agreement include the organisation you represent.

Changes to these terms

We may update these terms from time to time to reflect changes in our services, legal requirements, or business practices. When we make material changes, we will post the updated terms on our website and notify existing Clients by email at least 30 days before the changes take effect. The updated terms will apply to all use of Services after the Effective Date, and your continued use of Services after the Effective Date constitutes acceptance of the updated terms. If you do not agree to any changes, you must stop using Services and may terminate your account.

Notice and acknowledgment

Before creating an account, you confirm that you have been provided with notice of these terms and conditions and a link to review them in full. You acknowledge that you have had sufficient opportunity to read, understand, and consider these terms before proceeding. Your submission of your email address and name to create an account demonstrates your informed consent to be bound by this Agreement.

Key definitions

When we use these terms in this Agreement, here is what they mean:

• "HirePass", "we", "us" means Connect Intelligent Technologies Ltd (company number 16339197)

• "Client", "you" means the organisation using Services

• "Services" means our AI-powered compliance platform and screening services

• "Personal Data" means information about identifiable individuals, as defined in UK data protection law

• "Data Controller" means the party (usually you) that decides what personal data to collect and how to use it

• "Data Processor" means the party (us) that handles personal data on your instructions

• "Standard Client" means Client with annual fees under £25,000

• "Enterprise Client" means Client with annual fees of £25,000 or more

• "Effective Date" means the date on which you accept this Service Agreement

• "Business Day" means a day other than a Saturday, Sunday or public holiday in England, when banks are generally open for business"; and

• "Applicable Laws" means all applicable laws, statutes, regulations and codes from time to time in force

What we do

HirePass provides an automated compliance platform that helps you screen employees and job candidates. Our system handles the paperwork and checks you need before hiring someone or for periodic re-screening of existing employees.

Disclosure and Barring Service

For check packages that include Disclosure and Barring Service (DBS) criminal record checks, you remain responsible for personally sighting the applicant's supporting identity documentation in accordance with DBS requirements and the DBS Code of Practice. We will provide guidance on the required documentation, but compliance with identity verification procedures remains your responsibility.

Types of checks we offer

Our platform can conduct various screening checks including verifying identity and right to work, checking employment history and academic qualifications, criminal record searches through official channels including Disclosure and Barring Service (DBS) checks, address history, education verification, Financial litigation and court judgments, screening against global watchlists and sanctions lists, open source media and internet searches, and international background checks where needed.

How we deliver Services

We provide Services through our online platform and will perform Services with reasonable skill and care in accordance with recognised industry standards for employment screening services. Where we engage authorised third-party providers to complete certain checks, we remain responsible for our selection and management of such providers, though we cannot control the accuracy or completeness of information provided by third-party data sources.

Service levels

We target the following service levels:

• Platform availability: 99.5% uptime during business hours (9am-5pm UK time, Monday-Friday)

• Standard screening checks: 14 Business Day for completion (subject to third-party processing times)

• Critical system issues: 4-hour response time during business hours

These are targets rather than guarantees. We will use reasonable efforts to achieve these levels and will work to resolve any issues promptly when they arise.

Legal authority

By using the Services, you confirm that you have the legal right to request these background checks and that you comply with all Applicable Laws (including, but not limited to, all relevant employment and data protection laws).

Following the law

You must ensure your use of the Services complies with all Applicable Laws, including, but not limited to, UK GDPR (as defined in the Data Protection Act 2018) and Data Protection Act 2018 including obligations enforced by the Information Commissioner's Office, Equality Act 2010 and related employment equality legislation, Rehabilitation of Offenders Act 1974 and related disclosure requirements, Immigration, Asylum and Nationality Act 2006 for right to work verification, Police Act 1997 and related DBS checking requirements, Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017, and any sector-specific regulations applicable to your industry. This includes having proper legal grounds for the checks you request, treating all candidates fairly and lawfully, and ensuring compliance with all regulatory requirements.

Co-operation and providing accurate information

You shall co-operate with us in all matters relating to the Services. You must provide us, in a timely manner, with complete and accurate information about the people you want us to screen. If anything changes significantly during the screening process, you must notify us immediately.

To the extent that our performance of our obligations under this Agreement is prevented or delayed by any act or omission of you or any of your agents, consultants or other suppliers (Excusing Cause), we shall not be in breach of this Agreement nor liable for any losses incurred by you as a result of its performance being prevented or delayed.  Without prejudice to any other right or remedy we may have, we shall be allowed an extension of time to perform our obligations equal to the delay caused by the Existing Cause;

• (i) entitled to payment of our fees despite our performance being prevented or delayed; and

• (ii) entitled to recover any losses, including additional costs, incurred as a result of the Existing Cause.

Our respective roles

In data protection terms, you act as the "Data Controller" who determines what checks to conduct and why. We act as the "Data Processor" carrying out screening checks on your documented instructions. This arrangement is governed by a separate Data Processing Agreement that forms part of this Agreement.

How we obtain consent

We will contact applicants directly through our platform to obtain their consent for screening checks. This contact includes providing them with a clear privacy notice explaining how their data will be used and giving them the opportunity to provide any relevant information. We handle this consent process on your behalf as part of our Services delivery.

Our essential obligations as Data Processor

We will process personal data only on your documented instructions and in accordance with UK GDPR requirements. We implement appropriate technical and organisational security measures to protect personal data during processing. We maintain detailed records of all processing activities as required by UK GDPR Article 30. We will assist you in responding to data subject requests within the statutory timeframes when you receive them.

Data breach notification

We will notify you without undue delay of becoming aware of any personal data breach. We will provide you with sufficient information to enable you to meet your own notification obligations to the Information Commissioner's Office where required.

Your essential obligations as Data Controller

You must have appropriate lawful basis for the screening activities you request under UK GDPR Article 6. The most common lawful bases for employment screening are: contract necessity (where checks are essential before employment can commence), legitimate interests (where checks are necessary for workplace safety, regulatory compliance, or protecting business interests), and consent (for additional voluntary checks). You are responsible for determining which lawful basis applies to each type of check you request.

You are responsible for responding to any data subject requests you receive within the statutory one-month timeframe. Where required by law, you must report personal data breaches to the Information Commissioner's Office within 72 hours if the breach is likely to result in a risk to the rights and freedoms of individuals.

Data Protection Officer requirements

You must appoint a Data Protection Officer if required under UK GDPR Article 37 based on your organisation size and processing activities. We have appointed a Data Protection Officer who can be contacted at dpo@hirepass.com for any data protection matters relating to our processing activities.

International data transfers

We will not transfer personal data outside the UK without appropriate safeguards in place under UK GDPR Chapter V. Any necessary international transfers will be conducted using approved transfer mechanisms and with your prior approval.

Data retention and deletion

We retain screening data for two years after completing the checks, unless you instruct us in writing to retain it for a different period in accordance with your retention policy. After the retention period expires, we securely delete all personal data in accordance with UK GDPR Article 17 requirements, unless retention is required by law or for legal claims.

Our rights

We own all Intellectual Property Rights in our platform, including, but not limited to, the software, algorithms, and system outputs. This remains our property at all times.

"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, those rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Service-generated insights

We own all Intellectual Property Rights in the information, reports, and insights generated by the Services and our platform, though you have the right to use such outputs for your internal business purposes in accordance with this Agreement.

Your licence to use our platform

We grant you a non-exclusive, non-transferable licence to use our platform during the term of this Agreement for employment screening and compliance purposes in accordance with this Agreement. You may not transfer this licence to any third party or use our platform services for any other purpose.

Your data rights

You retain full ownership of any data you provide to us. We use such data solely to deliver the Services you have requested and in accordance with our data processing obligations.

Use of your brand

You grant us a non-exclusive, royalty-free licence to use your logo, trade marks, and brand name on our website and in our marketing materials for the purpose of marketing and publicising our services during the term of this Agreement and for a reasonable period thereafter. We will use your brand assets in accordance with any brand guidelines you provide to us and will cease such use upon your written request.

Client references

You agree to provide us with up to four (4) client references per calendar year upon our reasonable request. Such references may include participating in case studies, providing testimonials, or speaking with prospective clients about your experience with our Services, subject to your availability and agreement on each occasion.

What you pay

Our fees are displayed within our platform at the time of service request. All prices are exclusive of VAT, which will be added where applicable. By proceeding with a screening request, you agree to pay the fees listed at the time of your request. All amounts due from you to us under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Payment terms

• Standard Clients: Payment by credit card for each screening service, pre-authorised at the time of request and charged upon completion of the screening

• Enterprise Clients: Monthly invoicing on the 28th of each month for Services used during that month, with payment due within 7 days of invoice date (on or before the 5th of the following month). Payment shall be made by bank transfer or direct debt

Overdue accounts

If your account becomes overdue by more than 30 days, we may suspend all or part of the Services until payment is made in full. We reserve the right to charge interest on overdue amounts at 4% above the Bank of England base rate.

Price changes

We may adjust our fees at any time with 30 days' written notice to reflect changes in our costs, market conditions, or business requirements. Updated fees will be displayed on our platform and will apply to all new screening requests thereafter.

HirePass warranties

HirePass warrants that the Services will be performed with reasonable skill and care in accordance with recognised industry standards for employment screening, the Services will materially comply with their description as set out in this Agreement, HirePass has all necessary licences, and authorisations to provide the Services, and the Services will not infringe any third party Intellectual Property Rights.

Client warranties

You warrant and represent that you have full corporate power and authority to enter into this Agreement, you have obtained all necessary consents and authorisations to use the Services, you will comply with all Applicable Laws in your use of the Services, all information provided to HirePass is accurate, complete, and not misleading, and you have appropriate lawful basis for data processing under all Applicable Laws.

Limitations on warranties

To the extent permitted by law, HirePass makes no warranty regarding the accuracy, completeness, or timeliness of information obtained from third-party data sources. We disclaim all warranties regarding the uninterrupted or error-free operation of third-party systems or databases beyond our control. Service level targets are objectives rather than guaranteed performance standards. Subject to the provisions set out in this Agreement, to the extent permitted by law, all conditions, warranties, representations or other terms that might otherwise be implied into this Agreement by statute, common law or otherwise are excluded from this Agreement.

Excluded losses

To the extent permitted by law, neither party shall be liable for any loss of profits, revenue, business, contracts, anticipated savings, or opportunities; loss or corruption of data or information; indirect, special, punitive, exemplary, or consequential losses or damages; business interruption or loss of or damage to goodwill; or costs of procurement of substitute services.

Financial limitation

Subject to the exceptions below, each party's total aggregate liability under this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed:

• For Standard Clients: the lesser of £25,000 or the total fees paid in the 12 months immediately preceding the event giving rise to liability

• For Enterprise Clients: the lesser of £100,000 or the total fees paid in the 12 months immediately preceding the event giving rise to liability

Exceptions to limitation

Nothing in this Agreement excludes or limits either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, or any liability that cannot be excluded or limited under applicable law.

Time limitation

No action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one year after the cause of action has accrued, except that actions for breach of confidentiality or infringement of Intellectual Property Rights may be brought within two years.

Mitigation of loss

Each party shall take reasonable steps to mitigate any losses for which the other party may be liable.

Client indemnification obligations

You shall indemnify, and hold harmless HirePass from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to your material breach of this Agreement, your use of the Services in a manner not authorised by this Agreement, provision of false, inaccurate, or misleading information to HirePass, or your failure to comply with DBS identity verification requirements where applicable.

HirePass indemnification obligations

HirePass shall indemnify, and hold harmless you from and against all sums awarded against you by a court as a result of any third-party claims alleging that the Services, when used in accordance with this Agreement, infringe any valid UK patent, copyright, or trademark. HirePass shall not be liable under this indemnity to the extent that the actual or alleged infringement arises from (i) instructions, information or materials provided by you in connection with the Services or (ii) the use of the Services for a purpose or in a manner not authorised by us.

Indemnification procedures

The party seeking indemnification must provide prompt written notice of any claim specifying the nature of the claim in reasonable detail, allow the indemnifying party to control the defence and settlement (subject to the indemnified party's right to participate with its own counsel at its own expense), and provide reasonable cooperation and information in responding to, and defending, the claim.

Each party's liability under the indemnity it gives in this Section 9 will be reduced to the extent that any losses which would otherwise be covered by such indemnity are caused by the failure of the other party to comply with its obligations set out in the 'Indemnification procedures' Section above.

Term

This Agreement starts on the Effective Date and continues until terminated in accordance with the provisions set out below.

Termination for convenience

Either party may terminate this Agreement for convenience by giving not less than 30 days' written notice to the other party.

Termination for breach

Without affecting any other right or remedy available to it, we may terminate this Agreement with immediate effect by giving written notice to you if:

• (a) you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts;

• (b) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts;

• (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up (other than for the sole purpose of a scheme for a solvent amalgamation or reconstruction);

• (d) you enter into administration or a creditor appoints an administrator over your assets;

• (e) you have a receiver or manager appointed over your assets; or

• (f) you are subject to any event or circumstance analogous to those described in (a) to (e) in any jurisdiction.

Effect of termination

Upon termination of this Agreement, your right to use Services stops immediately, we will return or securely delete your confidential information in accordance with our data retention policy, any unpaid fees become due immediately, and provisions relating to data protection, liability, indemnification, and confidentiality shall survive termination.

Confidentiality obligations

Each party acknowledges that it may receive confidential information from the other party. Each party agrees to maintain the confidentiality of such information and to use the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions

Confidentiality obligations do not apply to information that is publicly available through no breach of this Agreement, independently developed without use of confidential information, rightfully received from a third party without breach of confidentiality, or required to be disclosed by law or court order.

Account security

You are responsible for maintaining the confidentiality of your login credentials, must not share account access with unauthorised persons, are responsible for all activities under your account, and must notify us immediately of any unauthorised use or security breach.

Account suspension and termination

We reserve the right to suspend or terminate your account immediately if you breach these terms, if we reasonably believe your account has been compromised, with 30 days' notice if your account remains inactive for more than 12 months, or as required by law or regulatory direction.

Effect of account termination

When you close your account without terminating the Agreement, your access to the Services ceases immediately and we retain your data in accordance with our retention policy and legal obligations. You remain liable for any outstanding fees incurred prior to closure. The Agreement remains in force for its remaining term unless terminated in accordance with Section 10.

Upon termination of this Agreement for any reason, all licences granted under this Agreement shall immediately terminate, you must immediately cease all use of our Services and platform, and all outstanding amounts owed to us become immediately due and payable together with any applicable interest.

In relation to data handling, we will process, return, or delete personal data in accordance with our obligations under the Data Processing Agreement and applicable data protection laws. We will either return or securely destroy your confidential information within 30 days, except where we are required by law or regulation to retain such information. Notwithstanding the above, we may retain data in anonymised or aggregated form where possible to the extent required to comply with legal, regulatory, or professional obligations, establish, exercise, or defend legal claims, or maintain business records for audit and compliance purposes.

The following provisions shall survive termination: payment obligations, Intellectual Property Rights, confidentiality obligations, limitation of liability, indemnification, data protection obligations, and governing law and jurisdiction.

Governing law and jurisdiction

This Agreement is governed by, and shall be construed in accordance with, English law. For Standard Clients, disputes under £25,000 may be resolved through binding arbitration or mediation if both parties agree. All other disputes are subject to the exclusive jurisdiction of the English courts.

Force majeure

Neither party is liable for delays or failures in performance due to circumstances beyond its reasonable control, including natural disasters, government actions, cyber attacks, or third-party service failures.

Assignment

You may not assign your rights under this Agreement without our prior written consent. We may assign our rights under this Agreement to an affiliated company or in connection with a sale of our business.

Amendment

This Agreement may only be amended by written agreement signed by both parties, except for changes made in accordance with the terms modification clause ('Changes to these terms') in Section 1 above.

Severability

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

Entire agreement

This Agreement, including the Data Processing Agreement, constitutes the entire agreement between the parties and supersedes and extinguishes all prior agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

Notices

All formal notices must be in writing and delivered by email to the addresses specified in your account or to legal@hirepass.com for notices to us. Notices are deemed received when sent during business hours or on the next Business Day if sent outside business hours.

Electronic signatures and communications

By creating an account, you agree that your electronic submission constitutes your signature with the same legal effect as a handwritten signature in accordance with the Electronic Communications Act 2000. You consent to receive all communications electronically and agree that electronic communications satisfy any legal requirement for written notice.