This Partnership Agreement forms the master terms governing all Rightcheck Partner relationships. Execution occurs solely through the applicable Partner Commercial Terms Schedule that references this Agreement.
1. Introduction and Incorporation
1.1 This document (the “Partnership Agreement”) sets out the master terms and conditions governing the relationship between T4 Communications UK Limited (trading as “Rightcheck”), a company registered in England and Wales under company number 06240820 (“Rightcheck”), and its authorised partners (“Partner” or “Partners”).
1.2 These master terms and conditions are incorporated by reference into the Rightcheck Partner Commercial Terms Schedule executed between Rightcheck and the relevant Partner (the “Agreement”).
1.3 By signing the Partner Commercial Terms Schedule, the Partner agrees to be legally bound by these master terms and conditions (as updated from time to time) without the need for a separate signature of this Partnership Agreement.
1.4 In the event of any inconsistency between these master terms and conditions and the applicable Partner Commercial Terms Schedule, the latter shall prevail only in relation to the specific commercial and operational terms set out in that Schedule.
2. Definitions and Interpretation
2.1 Capitalised terms used in this Agreement have the meanings set out below or in the Partner Commercial Terms Schedule:
- “Agreement” means this Partnership Agreement together with the applicable Partner Commercial Terms Schedule.
- “End Client” means a business customer introduced by the Partner that contracts directly with Rightcheck to use the Services.
- “Services” means the Rightcheck software platform, mobile applications and associated background-screening solutions supplied by Rightcheck.
- “Partner Commercial Terms Schedule” means the schedule executed between Rightcheck and the Partner specifying commercial, operational and service-level terms.
- “Working Day” means 9am–5pm Monday to Friday, excluding public holidays in England and Wales.
2.2 Headings are for convenience only and shall not affect interpretation.
3. Appointment and Scope
3.1 Rightcheck appoints the Partner on a non-exclusive basis to market, promote and, where applicable, resell or refer the Services to End Clients as described in the Partner Commercial Terms Schedule.
3.2 Nothing in this Agreement grants exclusivity of territory or sector unless expressly stated in the Partner Commercial Terms Schedule.
3.3 The Partner shall not make any representation or commitment on behalf of Rightcheck without prior written authority.
3.4 Details of the Partner’s authorised activities, territory and permitted Services are set out in the Partner Commercial Terms Schedule.
4. Partner Obligations
4.1 The Partner shall:
(a) promote the Services professionally and in good faith;
(b) comply with all applicable laws, regulations and codes of practice;
(c) ensure that all marketing materials referencing Rightcheck are approved in advance;
(d) keep accurate records of sales activity and make them available for audit on reasonable notice; and
(e) ensure that its personnel are appropriately trained and competent.
4.2 The Partner shall be responsible for all costs and expenses incurred in performing its obligations under this Agreement unless otherwise agreed in the Partner Commercial Terms Schedule.
5. Rightcheck Obligations
5.1 Rightcheck shall:
(a) provide the Partner with reasonable marketing and training materials;
(b) support Partner onboarding and demonstration activities; and
(c) maintain and update the Services in accordance with the Service Level Agreement set out in the Partner Commercial Terms Schedule.
6. Branding and Co-Branding
6.1 The Partner may use the Rightcheck name, logo and trademarks only in accordance with Rightcheck’s Brand Guidelines and the Partner Commercial Terms Schedule.
6.2 All rights in the Rightcheck brand and associated Intellectual Property remain the exclusive property of Rightcheck.
6.3 Any co-branding or joint marketing must be pre-approved in writing by Rightcheck.
7. Fees and Payment
7.1 Fees, commission, payment terms, and any minimum performance requirements are as set out in the Partner Commercial Terms Schedule.
7.2 Unless otherwise stated, all fees are exclusive of VAT.
7.3 Rightcheck may withhold or offset commission if the Partner is in breach of this Agreement.
8. Data Protection
8.1 Each Party shall comply with all applicable Data Protection Laws.
8.2 Where Rightcheck processes personal data on behalf of the Partner or End Clients, the Rightcheck Data Processing Agreement applies and is incorporated by reference.
8.3 The Partner shall ensure that all End Clients and Candidates are provided with, and accept, the relevant privacy and data protection terms required under the Rightcheck Data Processing Agreement.
9. End-Client Terms and Flow-Down Obligations
9.1 The Partner shall ensure that each End Client to whom the Services are resold or made available:
(a) is provided with, and accepts, the current versions of the Rightcheck Terms of Use and Rightcheck Privacy Policy prior to accessing or using the Services;
(b) understands that its contractual relationship for the use of the Services is directly with Rightcheck; and
(c) acknowledges that the Rightcheck Data Processing Agreement governs the processing of all personal data within the Services.
9.2 The Partner shall not modify or replace the Rightcheck Terms of Use, Privacy Policy or Data Processing Agreement, nor make any representation inconsistent with them.
9.3 Rightcheck may update its Terms of Use, Privacy Policy or Data Processing Agreement from time to time, and the Partner shall cooperate in ensuring that End Clients are informed of such updates.
9.4 Failure by the Partner to comply with this Clause shall be deemed a material breach of this Agreement.
10. Confidentiality
10.1 Each Party shall keep confidential all Confidential Information obtained from the other and use it solely for the purpose of performing this Agreement.
10.2 This obligation survives termination for five (5) years.
11. Liability and Indemnity
11.1 Nothing in this Agreement limits liability for death, personal injury or fraud.
11.2 Subject to Clause 11.1, each Party’s aggregate liability shall not exceed one hundred per cent (100%) of the fees paid or payable in the preceding twelve (12) months.
11.3 Neither Party shall be liable for any indirect or consequential loss, including loss of profits or data.
11.4 The Partner shall indemnify Rightcheck against any claims arising from the Partner’s breach of this Agreement or misuse of the Services.
12. Term and Termination
12.1 This Agreement remains in effect for as long as the Partner Commercial Terms Schedule remains valid and in force.
12.2 Either Party may terminate immediately upon material breach not remedied within thirty (30) days of notice, or upon insolvency of the other Party.
12.3 Termination does not affect accrued rights or obligations.
13. Force Majeure
13.1 Neither Party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including cyber-attacks, provided reasonable mitigation steps are taken.
14. Notices
14.1 Notices shall be sent to the registered address or email address set out in the Partner Commercial Terms Schedule.
14.2 Notices by email are deemed delivered on the next Working Day.
15. Assignment and Subcontracting
15.1 Neither Party may assign this Agreement without prior written consent, except that Rightcheck may assign to an affiliate or successor in connection with a business reorganisation.
16. Relationship of the Parties
16.1 Nothing in this Agreement creates a partnership, agency or joint venture.
16.2 The Partner acts as an independent contractor.
17. Entire Agreement
17.1 This Agreement, together with the Partner Commercial Terms Schedule, constitutes the entire agreement between the Parties and supersedes all prior arrangements relating to its subject matter.
18. Variation
18.1 No variation is effective unless in writing and approved by authorised representatives of both Parties.
19. Severability
19.1 If any provision of this Agreement is held invalid, the remaining provisions remain in full force and effect.
20. Third-Party Rights
20.1 No person other than the Parties shall have rights to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.
21. Governing Law and Jurisdiction
21.1 This Agreement and any disputes arising from it shall be governed by and construed in accordance with the laws of England and Wales.
21.2 The Parties submit to the exclusive jurisdiction of the courts of England and Wales.
22. Incorporated Documents
22.1 The following documents are incorporated by reference and form part of this Agreement:
(a) Rightcheck Data Processing Agreement;
(b) Rightcheck Terms of Use;
(c) Rightcheck Privacy Policy; and
(d) Rightcheck Partner Commercial Terms Schedule executed by the Parties.
23. Version Control and Publication
23.1 Rightcheck may update or amend this Partnership Agreement from time to time. Updated versions will be published at https://rightcheck.io or provided by written notice to Partners.
23.2 The version in effect at the date the Partner signs its Partner Commercial Terms Schedule governs the relationship between the Parties unless otherwise agreed in writing.
23.3 Continued participation in the Rightcheck Partner Programme following notice of an update constitutes acceptance of the revised terms.