These Terms and Conditions (“Terms”) govern your access to and use of the Website. By accessing and using the Website you agree that you have read and accept these terms and conditions and that they shall apply to your use. If you do not wish to be bound by these terms and conditions, please leave the Website.
1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions” (Conditions)”.
“Accreditation” the Best Companies Accreditation scheme more particularly described in Part 2 of Schedule 1;
“Administration Fee” the non-refundable fee payable by a subscriber in advance in respect of the provision of the Services, as specified in the Purchase Order;
“Agreement” the Subscriber’s Purchase Order and Best Companies’ acceptance of it, or the Subscriber’s acceptance of a quotation for Accreditation Services by Best Companies under condition 2.2;
“Authorised Personnel” employees to whom passwords will be issued by Best Companies and who are permitted to use the Services as detailed in the Purchase Order; ”
“BCI Survey” the undertaking by Best Companies of a survey into the Subscriber’s business by way of summary results with the option of administration of an entry to be evaluated for a placed on one of The Lists and investigative Employee Survey and Organisation Questionnaire, the provision of paper copies and/or electronic versions of the survey, the processing of the answers to the Surveys, the provision of such reasonable telephone and/or email support as the Subscriber reasonably requests; making available Workplace Insight Tool (“WIT”) summary results free of charge and administration of an entry to be evaluated for a place on one of the Lists;
“Deliverables” all Documents, products and materials developed by Best Companies or its agents, subcontractors, consultants and employees pursuant to the Services as relate solely to the Subscriber in any form, including data, reports and paper copies or electronic versions of the reports produced by Best Companies;
“Effective Date” the date of Best Companies acceptance of the Subscriber’s Purchase Order;
“Employee Survey” the survey to be completed by the Subscriber’s employees providing information regarding the Subscriber’s business and operation;
“In-put Material” all Documents, information and materials provided by the Subscriber relating to the Services including (without limitation), computer programs, data, reports, Employee Surveys, Organisation Questionnaires and specifications;
“Intellectual Property Rights” all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, 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 for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Organisation Questionnaire” the Best Companies Organisation Questionnaire completed by the Subscriber providing information regarding the Subscriber’s business and operation;
“Purchase Order” the online form which is completed by an authorised representative of the Subscriber in any respect relevant Project Year and which sets out the Services to be provided being any or a combination of the following “Accreditation”, “BCI Survey”, “Best Companies to Work For”. “Best Small Companies to Work For”, “Best Big Companies to Work For” or “Best Not For Profit Organisations to Work For”;
“Project Year” the period between the publication of The Lists, typically commencing on or about 1 March and ending with the publication of The Lists on or about that date in the following year;
“The Lists” any or a combination of “The Best Companies to Work For”, “The Best Small Companies to Work For”, “The Best Big Companies to Work For” and “The Best Not For Profit Organisations to Work For” published in or around March at the end of the project year
“Services” any or a combination of BCI Survey, Best Companies To Work For, Best Small Companies to Work For, Best Big Companies to Work For, Best Not For Profit Organisations to Work For; and/or Accreditation, provided by Best Companies to the Subscriber;
“Subscriber” the person, firm, company or organisation whose name is on the Purchase Order who is commissioning the Services from Best Companies
“Support Services” the telephone and on-line support made available to Subscribers by Best Companies
“VAT” value added tax chargeable under English law for the time being and any similar additional tax.
1.2 Headings in these conditions shall not affect their interpretation.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 The schedules form part of the Agreement.
1.5 A reference to writing or written includes faxes but not e-mail.
1.6 Any obligation in the Agreement on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.7 References to conditions and schedules are to the conditions and schedules of the Agreement.
2.1 These terms and conditions including for the avoidance of doubt the Rules of Engagement set out in the Schedules hereto shall:
(a) apply to and be incorporated into the Agreement; and
(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Purchase Order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Subscriber, or implied by law, trade custom, practice or course of dealing.
2.2 The Subscriber’s Purchase Order, or the Subscriber’s acceptance of a quotation for Services by Best Companies, constitutes an offer by the Subscriber to purchase the Services on these Conditions.
Subject to condition 11 the Services supplied under this Agreement shall be provided by Best Companies to the Subscriber from the Effective Date for the duration of the current Project Year.
4.1 Best Companies shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Subscriber with a reasonable degree of skill and care provided that at all times the Subscriber complies with its obligations hereunder and abides by the terms of the Rules of Engagement.
4.2 Best Companies shall use all reasonable endeavours to ensure that access to the Support Services and Deliverables retained by them is available at all times during 9am to 5pm GMT/BST Monday to Friday excluding UK Bank and Public Holidays and training days
4.3 For the avoidance of doubt Best Companies has sole and exclusive ownership of all right, title and interest in and to the Services and the Deliverables including all copyright and any other Intellectual Property rights therein. This Agreement conveys a limited right and license to use the Services and Deliverables and shall not be construed to convey title to or ownership of the Services or the data contained therein to the Subscriber. All rights in and to the Services and the Deliverables not expressly granted herein to the Subscriber are reserved by Best Companies.
5.1 The Subscriber shall:
(a) co-operate with Best Companies in all matters relating to the Services; and
(b) provide to Best Companies, in a timely manner, such In-put Material (including responses to questionnaires) and other information as Best Companies may reasonably require. 5
.2 The Subscriber warrants, represents and undertakes that it will follow the Rules of Engagement made available by Best Companies to the Subscriber from time to time. A copy of the current Rules relating to for the Lists and Accreditation can be found at Schedule 1. Should the Subscriber fail to comply, Best Companies shall be under no obligation to continue to perform the Services or to provide any refund of any sums received by way of Administration Fee or otherwise.
5.3 The Subscriber shall use all reasonable endeavours in line with Best Companies’ requirements, to ensure that Employee Surveys are returned to Best Companies within 14 days of their receipt by the Subscriber or its employees, as applicable or within any deadline date notified to it by Best Companies.
5.4 For the avoidance of doubt, if fewer than 30% for “Big” organisations (defined as organisations with 3000 employees or greater), 40% for “Mid” organisations (defined as organisations with between 250 and 2999 employees) or the greater of 50% or 30 surveys for “Small” organisations (defined as organisations with fewer than 250 employees) of Employee Surveys issued to employees of the Subscriber are completed and submitted to Best Companies either on-line or by mail by the end of any survey period determined by Best Companies and notified to the Subscriber, Best Companies shall not evaluate the organisation for Accreditation or a position on The Lists and Subscriber will not be entitled to receive any refunds of the Administration Fee or any other fees paid to Best Companies.
5.5 The Subscriber shall complete and submit the Organisation Questionnaire within 21 days of it being made available or otherwise within any reasonable deadline date notified to it by Best Companies.
6.1 In consideration of the provision of the Services or part thereof by Best Companies, the Subscriber shall pay the charges as set out in Schedule 2 consisting of:
(a) the Administration Fees; and/or
(b) agreed fees for Optional Value Added Services, calculated in accordance with Schedule 2.
6.2 All fees are non-refundable and exclusive of VAT which shall be additionally payable by the Subscriber at the then prevailing rate.
6.3 In the event that any fees payable to Best Companies are overdue and not paid in accordance with this Agreement Best Companies reserves the right to deny the Subscriber access to the Support Services and require the return of any Deliverables previously supplied and suspend all services until payment has been made in full.
6.4 For the avoidance of doubt, payment of the Administration Fee and the performance of the Services in no way guarantees that any particular results will be achieved or that the Subscriber shall appear on any of The Lists or attain any particular Accreditation rating.
6.5 The Subscriber shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 21 days of receipt.
6.6 All sums payable to Best Companies under the Agreement shall become due immediately on its termination, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Agreement.
As between the Subscriber and Best Companies, all Intellectual Property Rights and all other rights in the Deliverables shall be owned by Best Companies. Best Companies licenses all such rights to the Subscriber free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Subscriber to make reasonable use of the Deliverables and the Services.
8.1 Best Companies shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to Best Companies by the Subscriber, its employees, agents, consultants or subcontractors and any other confidential information concerning the Subscriber’s business or its products which Best Companies may obtain.
8.2 Best Companies may disclose such information:
(a) to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out Best Companies’ obligations under the Agreement; and who are bound by equivalent obligations of confidentiality towards Best Companies as Best Companies has assumed towards the Subscriber
(b) as may be required by law, court order or any governmental or regulatory authority.
9.1 This condition 9 sets out the entire financial liability of Best Companies (including any liability for the acts or omissions of its employees, agents, consultants, and sub contactors) to the Subscriber in respect of:
(a) any breach of the Agreement;
(b) any use made by the supplier of the Services, the Deliverables or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
9.2 All warranties, including without limitation, the implied warranties of merchantability, fitness for a particular purpose, and any warranties arising by statute or otherwise in law or from course of dealing, course of performance or use of trade are hereby excluded and disclaimed.
9.3 Best Companies’ 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 this Agreement shall not exceed the lesser of either:
(a) the aggregate monies paid by the Subscriber to Best Companies for the Services provided during the 12 month period preceding the event giving rise to such liability (if such 12 month period has not elapsed the aggregate of the monies paid by the Subscriber prior to the event giving rise to such liability; or
9.4 Nothing in these Conditions limits or excludes the liability of Best Companies
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Subscriber as a result of fraud or fraudulent misrepresentation by Best Companies.
9.5 Subject to condition 9.2 and condition 9.4 Best Companies shall not be liable for:
(a) loss of profits; or
(b) loss of business; or
(c) depletion of goodwill and/or similar losses; or
(d) loss of anticipated savings; or
(e) loss of goods; or
(f) loss of Agreement; or
(g) loss of use; or
(h) loss or corruption of data or information; or
(i) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
10.1 The Subscriber warrants, represents and undertakes that all personal Data as defined by the Data Protection Act 1998 (the “Act”) that it supplies to Best Companies in relation to the provision of the Services or the associated Employee Surveys and Organisation Questionnaires will be supplied in accordance with the provisions of the Act and Privacy and Electronic Communications Regulations 2003 (“PECRs”).
10.2 The Subscriber agrees that it will indemnify Best Companies in full and on demand against any and all claims made against Best Companies arising as a direct or indirect result of any failure of the Subscriber to comply with clause 10.1.
10.3 Best Companies warrants, represents and undertakes that all Personal Data as defined by the Data Protection Act 1998 (the “Act”) that it receives in relation to the provision of the Services or the associated surveys will be managed and processed in accordance with the provisions of the Act.
10.4 The Subscriber acknowledges and agrees that Personal Data will be processed by and on behalf of Best Companies in connection with the Services.
10.5 Best Companies only disclose or allow access to the personal data by those of its employees (or agents or sub-contractors) whose use of such data relates to their normal employment or function and assist the Subscriber where necessary in meeting any subject information requests received from data subjects.
10.6 Best Companies agrees to ensure appropriate organisation and technical security measures will be taken to protect any personal data and any sensitive personal data, relating to the Subscribers’ employees or other staff, transferred in connection with the provision of the agreed service.
10.7 Best Companies agrees that personal information provided in respect of the Service is done solely for the purposes of participating in BCI Survey, The Lists competition, Best Companies Accreditation, and Best Companies research and is not provided for any other purposes. Best Companies also agrees not to hold or further process personal information provided for longer than is necessary or to make onward transmission, electronic or otherwise, to third parties unless the Subscriber provides specific and prior agreement in writing.
10.8 The Subscriber agrees that the transfer by the Subscriber of personal data and sensitive personal data does not imply any transfer of intellectual property or other rights over any of the information provided
11.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other immediately on giving notice to the other if:
(a) the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
(b) the other party commits a material breach of any of the terms of the Agreement and for the avoidance of doubt the Rules of Engagement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(c) the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; or
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party; or
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
(h) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 11.1(d) to condition 11.1(j) (inclusive); or
(l) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
11.2 On termination of the Agreement for any reason:
(a) the Subscriber shall immediately pay to Best Companies all of Best Companies’ outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Best Companies may submit an invoice, which shall be payable immediately on receipt;
(b) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
11.3 Should the Subscriber wish to cease receiving the Services they can do so by service of written notice on Best Companies. However, if such notice is not received at such a time as to allow Best Companies to reasonably request and in any event not later than 1 December in any Project Year the removal of the Subscriber from The Lists/Accreditation then the Subscriber may, notwithstanding the service of such notice, appear in the Lists/Accreditation.
Best Companies shall have no liability to the Subscriber under the Agreement if it is prevented from, or delayed in performing, its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lockouts or other industrial disputes (whether involving the workforce of Best Companies or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
Best Companies may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.
14.1 A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
14.2 Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
15.1 If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
15.2 If a provision of the Agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
16.1 The Agreement and the Schedules hereto constitute the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
16.2 Each party acknowledges that, in entering into the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly provided in the Agreement.
16.3 Nothing in this condition shall limit or exclude any liability for fraud.
17.1 Neither party shall assign this Agreement, in whole or in part, without the written consent of the other party.
17.2 Each party that has rights under the Agreement is acting on its own behalf and not for the benefit of another person.
A person who is not a party to the Agreement shall not have any rights under or in connection with it.
19.1 Any notice required to be given under the Agreement shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party or as otherwise specified by the relevant party by notice in writing to the other party.
19.2 Any notice shall be deemed to have been duly received if delivered personally, or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
19.3 A notice required to be given under or in connection with the Agreement shall not be validly served if sent by e-mail.
19.4 Should the Subscriber appear on one of The Lists, gain Best Companies Accreditation or Ones to Watch status, the Subscriber consents to the use by Best Companies of the Subscriber’s name in Best Companies lists and other publicity, including interviews, case studies and conference discussions, provided that such publicity accurately describes the nature of the relationship between the Subscriber and Best Companies.
19.5 This Agreement and its performance shall be governed by and construed in accordance with and the parties hereby submit to the non exclusive jurisdiction of the laws of England and Wales.
19.6 If any provision of this Agreement or the Services thereof is declared void, illegal or unenforceable, the remainder of this Agreement will be valid and enforceable to the extent permitted by applicable law. In such event, the parties agree to use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision.
19.7 Any failure by any party to this Agreement to enforce at any time any term or condition under this Agreement will not be considered a waiver of that party’s right thereafter to enforce each and every term and condition of this Agreement.
19.8 Neither party will be responsible for delays resulting from circumstances beyond the reasonable control of such party, provided that the nonperforming party uses reasonable efforts to avoid or remove such causes of non-performance and continues performance hereunder with reasonable dispatch whenever such cause are removed.
20.1 The 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 construed in accordance with, the law of England and Wales.
20.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Agreement or its subject matter or formation (including non-contractual disputes or claims).