Terms and Conditions

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. Interpretation

1.1 The rules of interpretation set out below apply to this agreement (including the Schedules where applicable) and the following terms have the following meaning:

“Accreditation” The Best Companies Accreditation Scheme, which is set out in schedules to this agreement where applicable.

“Additional Services” Any services in addition to the survey defined below.

“Administration Fee”  The non-refundable fee payable in advance by a Client for the provision of services as specified in the Purchase Order.

“Agreement” Either (1) the Client’s Purchase Order and Best Companies’ acceptance of it or (2) the Client’s acceptance of a quotation for Services by Best Companies.

“Authorised Personnel” Employees or other nominated agents of the Client to whom passwords will be issued by Best Companies and who are permitted to use the Services as detailed in the Purchase Order.

“Big Organisation” An organisation with 3,000 employees or more.

“Business Day” Monday to Fridays excluding UK Bank and Public Holidays.

“Client” The person, firm, company or organisation whose name is on the Purchase Order and who is thereby commissioning the services from Best Companies.

“Deliverables” All Best Companies Services documents, products and materials developed by Best Companies or its agents, subcontractors, consultants and employees which relate to the Client in any form, including the employee survey forms, instructions and guidance, WIT results and support services as purchased by the client.

“Effective Date” The date of the agreement.

“Employee Survey” The survey form to be completed by the Client’s employees providing information regarding their experience of the Client’s business.

“In-put material” All documents, information and materials provided by the Client relating to the Services including completed data reports, information submitted via completion of Employee Surveys, Organisation Questionnaire and any 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 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 renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world.

“Survey” The undertaking by Best Companies of a b heard survey into the Client’s business and the provision of results.

“The Lists” The categories of Lists published by Best Companies from time to time such as “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” and including any regional or sector lists and any replacement or additional list as provided for from time to time.

“List Year” The period between the commencement of the publication of each year’s Lists, typically on or about 1st March.

“Mid Organisation” An organisation with between 250 and 2,999 employees.

“Organisation Questionnaire” The Best Companies Organisation Questionnaire completed by the Client providing information regarding the Client’s business and operation.

“Personal Data” Personal Data or Sensitive Personal Date within the meaning of the Data Protection Act 1998.

“Purchase Order” The hard copy or online form which is completed by an authorised representative of the Client setting out the Services to be provided.

“Rules of Engagement” Those Rules set out in schedules of the Agreement and as amended from time to time by Best Companies and as they apply to the Lists and Accreditation where applicable.

“Small Organisation” An organisation with fewer than 250 employees.

“Support Services” The telephone and online support made available to Clients by Best Companies.

“Survey Period” (1) The period notified by Best Companies to the Client within which employee surveys are to be submitted or (2) where the Client’s organisation is not being assessed for The Lists, the period agreed in writing between the parties for the completion of the Employee Surveys.

“VAT” Value Added Tax chargeable under English Law for the time being and any similar additional or alternative tax.

“Writing” Writing includes email subject to the provision as to the service of notices as set out below.

1.2 Headings in these conditions are for assistance only and shall not be taken into account in their interpretation.

1.3 References to a person include a natural person, corporate or unincorporated body (whether or not having a separate legal personality).

1.4 Reference to a statute or statutory instrument includes any amendment or replacement provision.

1.5 The Schedules form part of the Agreement.

1.6 A reference to writing or written includes faxes and email.

1.7 Any obligation in the Agreement on a person to do something or not to do something includes an obligation not to agree, allow, permit, encourage or acquiesce in that thing being done or not done.

1.8 References to conditions and schedules are to the conditions and schedules of the Agreement.

2. Application of conditions

2.1 These terms and conditions including, for the avoidance of doubt, the Rules of Engagement where applicable set out in the Schedules hereto shall:

(a) Apply to and be incorporated into the Agreement,

(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 client, or implied by law, trade custom, practise or course of dealing.

3. Commencement and duration

3.1 If the Services to be provided do not include assessment for The Lists, this agreement shall last for the period agreed between the parties in writing. Otherwise, subject to condition 13, the Agreement shall commence on the Effective Day and last for the duration of the current List Year.

4. Best Companies obligations

4.1 Best Companies shall provide the Services and access to the Deliverables to the Client provided that the Client complies with its obligations under the Agreement and complies with the Rules of Engagement where applicable.

4.2 Best Companies shall provide access to Support Services between the hours of 9.00 am and 5.00 pm GMT/BST Monday to Friday excluding UK Bank Holidays, Public Holidays and training days.

4.3 Unless the minimum number of surveys are returned Best Companies will not be able to, and is therefore not under an obligation to report on the Client’s level of engagement or provide any information or analysis based on the surveys returned. For the avoidance of doubt in that event the Client will not be entitled to either a total or partial refund of fees.

 

5. Client's obligations

5.1 The Client shall:

5.2 Co-operate with Best Companies in all matters relating to the Services.

5.3 Provide to Best Companies, in a timely manner, such in-put material (including responses to questionnaires) and such other information as Best Companies may reasonably require.

5.4 Comply with the prevailing Rules of Engagement where they apply. The current Rules of Engagement are set out in the Schedules to this Agreement where applicable.

5.5 Complete and submit the Organisation Questionnaire within 21 days of receipt, or within any alternative deadline notified to it by Best Companies in writing.

6. Review of Rules of Engagement

Best Companies shall review the Rules of Engagement from time to time, notify the Client of any amendments and publish the revised version.

7. Charges and payment

7.1 The Client shall pay to Best Companies the charges as set out in the Schedules:

7.1.1 The Administration Fees and/or;

7.1.2 Agreed fees for Additional Services.

7.1.3 VAT at the prevailing rate.

7.2 Terms of payment are 21 days from receipt of each invoice in full and in cleared funds. In the event of non payment by the due date (including under paragraph 7.4 below) the Client shall pay interest on any outstanding sums at the rate of 2% per annum above the Royal Bank of Scotland’s then current base lending rate.

7.3 Without prejudice to its right to terminate the Agreement as set out in condition 13, in the event that any fees payable to Best Companies are overdue in whole or part, Best Companies reserves the right to withhold access to the Support Services and require that the Client return any Deliverables and suspend all Services until payment has been made in full.

7.4 In the event of termination of the Agreement under condition 13 all sums due under the Agreement shall be payable immediately rather than as set out above. Where an invoice has already been rendered for outstanding sums on termination it becomes payable immediately. Where an invoice for charges due have not yet been rendered Best Companies shall render an invoice for immediate payment.

8. Rating

For the avoidance of doubt, neither the payment of the fees nor the performance by the Client of the other terms of the Agreement guarantees any result, accreditation or rating or that the Client will appear on any of the Lists.

9. Intellectual property and ownership rights

9.1 As between the Client and Best Companies all Intellectual Property Rights and other rights including ownership and title in the Services and Deliverables shall be and remain vested in Best Companies. By this Agreement, Best Companies grants to the Client a licence to use the Deliverables on a non-exclusive, worldwide basis to such extent as is required for the performance of the Agreement and for that purpose alone. The Deliverables and/or their contents shall not be disclosed to third parties (save for employees, agents, professional advisers or as required by law) save with the permission in writing of Best Companies which permission shall not be unreasonably withheld.

9.2 Each and every piece of data provided by employees or other agents, of the Client, including their identities, through the Employee Surveys or in any other manner is confidential and remains in the ownership of Best Companies both before and after the termination of this agreement.

9.3 Best Companies shall retain ownership of the Input Material at all times including after the termination of this agreement however that comes about.

10. Confidentiality and the client's property

10.1 Best Companies shall keep in strict confidence all commercial or technical know-how, specifications, inventions, processes and initiatives which are of a confidential nature and have been disclosed to Best Companies by the Client, its employees, agents, consultants or subcontractors and any other confidential information concerning the Client’s business or its products which Best Companies might obtain. For the avoidance of doubt, this clause shall apply to any of the matters set out above which may have been disclosed in pre-contract negotiations between Best Companies and the Client.

10.2 Best Companies may disclose such information:

10.2.1 To its own employees, officers, representatives, advisers, agents or subcontractors who need access to that information for the purposes of carrying out Best Companies obligations under or ancillary to the Agreement. In such event disclosure shall be on equivalent terms as to confidentiality to Best Companies’ with the Client.

10.2.2 As may be required by law, order of the Court or as previously agreed in writing between Best Companies and the Client.

11. Limitation of liability

11.1 This condition 11 sets out the entire financial liability of Best Companies (including liability for the acts or omissions of its employees, agents, consultants and sub contractors) to the Client.

11.2 All warranties, including implied warranties of merchantability, fitness for a particular purpose, whether arising by statute, operation of law, course of dealing, trade custom or otherwise are hereby excluded.

11.3 Best Companies’ total liability, howsoever caused, arising under or in connection with the Agreement and/or the negotiations leading to it (including but not limited to breach of agreement, tort, negligence, breach of data protection legislation, misrepresentation or misstatement) shall not exceed £1 million. This limit on liability shall apply to any one claim or series of related claims and, for the avoidance of doubt, shall be in respect of all heads or potential heads of damage.

11.4 Nothing in these conditions limits or excludes Best Companies liability for:

11.4.1 Death or personal injury.

11.4.2 Damage, loss or liability incurred by the Client as a result of fraud, or fraudulent misrepresentation by Best Companies.

12. Data protection

12.1 For the purposes of this condition Personal Data shall be taken to include Sensitive Personal Data as defined by the Data Protection Act 1998 (DPA).

12.2 Best Companies will process or otherwise use any Personal Data provided to it pursuant to this Agreement, for the purposes of the Agreement only.

12.3 The Client shall ensure, and gives a warranty to the effect that all Personal Data that it supplies to Best Companies pursuant to this Agreement, will be supplied and processed in accordance with the provisions of the DPA and the Privacy and Electronic Communications Regulations 2003 (PECR). In the event that the Client has or will supply and/or process personal data within a jurisdiction outside that of England and Wales, this condition applies as if references to the DPA and PECR were references to any similar legislation within that other jurisdiction.

12.4 The Client shall 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 Client to comply with clause 12.3 above, howsoever caused.

12.5 Best Companies shall ensure, and gives a warranty to the effect that all Personal Data that it receives pursuant to this Agreement, will be processed in accordance with the provisions of the DPA and best practice.

12.6 Without prejudice to clause 12.5 above Best Companies shall only disclose to or allow access to Personal Data by those of its employees (or agents or subcontractors) whose use of such data relates to their normal employment or function.

12.7 Best Companies shall assist the Client where necessary in meeting any Subject Access Requests received from Data Subjects.

13. Termination

13.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement immediately on giving written notice to the other if:

13.1.1 The other party fails to pay any amount due under the agreement on the due date for payment and remains in default for not less than seven days after being notified in writing to make such payment, or:

13.1.2 The other party commits a material breach of any of the terms of the agreement (to include the Rules of Engagement where applicable) and fails to remedy that breach (if it is remediable) within 30 days of being notified in writing of the breach, or:

13.1.3 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 comply with the terms of the Agreement, or:

13.1.4 The other party suspends, or threatens to suspend payment of its debts or is unable 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 to be unable to pay its debts or having no reasonable prospect of doing so within the meaning of Section 268 of the Insolvency Act 1986 or, being a partnership, has a partner to whom any of the foregoing apply, or:

13.1.5 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:

13.1.6 A petition is filed, a notice given, a resolution is passed or an order is made for or in connection with the winding or bankruptcy of that other party, or:

13.1.7 An application is made to a court, or an application or an order is made for the appointment of an administrator or notice of intention to appoint an administrator is given or if an administrator is appointed over the other party, or:

13.1.8 A floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver, or:

13.1.9 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:

13.1.10 A creditor or encumbrancer of the other party attached 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:

13.1.11 Any event occurs, or proceedings is taken, with respect to the other party in any jurisdiction to which it is subject which has an effect the same as or similar to any of the matters set out in this condition, 13, or:

13.1.12 The other party suspends or ceases or threatens to suspend or cease to carry on all or a substantial part of its business.

13.1.13 The accrued rights and liabilities of the parties at termination shall not be affected by such termination.

13.2 Any condition which expressly or by implication continues after termination shall not be affected by such termination.

13.3 Should the Client wish to cease receiving the services they can do so by service of written notice on Best Companies. However if such notice is received without sufficient time (and in any event not before 1st December in any List Year) to allow Best Companies to reasonably request the removal of the Client from the Lists/Accreditation (where this aspects of the services has been contracted for), then the Client may, notwithstanding service of such notice, appear in the Lists/Accreditation.

14. Compliance with the Rules

Without prejudice to the right to terminate, in the event that the Client is in breach of the Rules of Engagement, where they are applicable Best Companies shall be under no obligation to provide the services or be under any liability to refund any sums received by way of Administration Fee or otherwise.

15. Force majeure

15.1 Best Companies will have no liability to the Client under the Agreement if it is prevented from, or delayed in performing, its obligations or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control including strikes, lock-outs 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 regulation, law or court order, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

16. Variation

16.1 In the event that by providing the Services as defined above, Best Companies would be rendered in breach of any statutory requirement, Best Companies may vary the nature of the Services to avoid any such breach and provided that such variation does not materially affect the level of charges payable as a result.

16.2 There shall be no variation of the terms of this Agreement other than as agreed in writing and signed by both parties.

17. Waiver

17.1 Any waiver of rights under this Agreement is only effective if it is in writing and it applies only to the circumstances in which it was given. No failure (in whole or in part) or delay by a party in exercising any right or remedy under the Agreement or in law shall constitute a waiver of that (or any other) right or remedy or its exercise in the future.

17.2 Unless specifically provided otherwise rights arising under this Agreement are cumulative.

18. Severance

18.1 If any provision of this Agreement (or any part provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable that provision (or part) shall apply with the minimum modification necessary to render it legal, valid and enforceable. Alternatively, that provision (or part) to the extent required, shall be deemed not to form part of the Agreement, the remainder of which shall not be affected.

19. Entire agreement

19.1 The Agreement and the Schedules hereto constitute the whole agreement between the parties and supersedes all previous agreements between the parties relating to the same subject matter.

19.2 Each party acknowledges that in entering into this Agreement it has not relied on any statement, representation, assurance or warranty other than as provided in the Agreement.

20. Assignment

20.1 Neither party is entitled to Assign this agreement in whole or in part without the written agreement of the other party.

21. Rights of third parties

21.1 No person who is not a named party to this Agreement shall have any rights under or in connection with it.

21.2 For the avoidance of doubt, each party warrants and represents that it is acting on its own behalf and not on behalf of any other person.

22. Notices

22.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered personally (in which case a written signed receipt must be obtained) or sent by pre-paid first class post, recorded delivery, by commercial courier or email to the other party or as otherwise agreed between the parties in writing.

22.2 Any notice required to be given under this Agreement, if sent by email, is not effective unless and until receipt is acknowledged by Best Companies.

22.3 A notice served other than by email shall be deemed to have been duly received if delivered personally or by commercial courier on the date so delivered as recorded on the receipt. In the case of service by first class post or recorded delivery the notice shall be deemed to have been at 9.00 am on the second business day after posting.

23. Governing law and jurisdiction and dispute resolution

23.1 This Agreement is, and any dispute arising out of it shall be, governed by the law of England and Wales.

23.2 The parties agree that the courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of this Agreement.

23.3 In the event of a dispute arising out of the terms of this Agreement the parties shall refer it in the first instance to mediation. The parties shall agree the identity of any mediator within 14 days of one party notifying the other of any dispute. In default of such agreement as to the mediator each party shall nominate one mediator and the choice shall be made by the drawing of lots.

24. Use of Client's name

Should the Client appear on one of the Lists, gain Best Companies Accreditation or Ones to Watch status the Client hereby consents to the use by Best Companies of the Client’s name in Best Companies lists and other publicity, including interviews, case studies and conference discussions, provided that such publicity accurately describes the relationship between the Client and Best Companies.

25. Anonymity

In order to ascertain full, candid and honest opinions from employees responding to the survey, employees’ individual responses, views and opinions will be retained by Best Companies and will not be disclosed to the Client or to any other person at any time, save for where any questions are clearly marked on the Employee Survey as providing the respondent with an opportunity to give direct and anonymous feedback to their employer. The responses to such questions may be disclosed to their employer without personal identifiers and attached only to information on which employment group the employee belonged.

(a) employees will never be asked to provide their names on surveys or include personal identifying data;
(b) to protect the identity of individual employees, individual scores are not reported; only averages from groups where a minimum of three employees have responded;
(c) Any view of direct employee comment which may be provided, will only be attributed to an employment group and not to individual employees;
(d) e-mail addresses and / or contact details for survey distribution are not disclosed to any other parties and are removed from our systems three years after the termination of the agreement
(e) Where dynamic demographic reporting is available, information based on demographic splits which contain the responses of fewer than five employees will not be reported upon;
(f) Surveys will only be accepted that are completed on line or individually sealed in their own envelope. Any surveys received that are not separately sealed in this way will not be counted;

Rules of Engagement

The Rules of Engagement apply to Best Companies “Accreditation” and include the conditions applying to Best Companies Accreditation and where applicable to “The Lists”.

Full terms and conditions and the Rules of Engagement can be viewed here