Terms Of Service

1. DEFINITIONS

In these Terms of Service, the following definitions shall apply:

Agreement: These Terms of Service.
Business Day: A day other than a Saturday, Sunday, or public holiday in Canada.
Candidate: The subject of the Services.
Client: The customer to whom The Background Check Company is providing the Services.
Data Protection Laws: All applicable data protection and privacy legislation in force in Canada from time to time, including but not limited to the Personal Information Protection and Electronic Documents Act (PIPEDA), applicable provincial privacy laws (e.g., Alberta’s PIPA, BC’s PIPA, Quebec’s Act Respecting the Protection of Personal Information), and any applicable guidelines from the Office of the Privacy Commissioner of Canada.
Fees: The fees payable as set out in the Order.
Force Majeure: Any event beyond the reasonable control of a party, including but not limited to natural disasters, strikes, government actions, or internet service disruptions.
Intellectual Property Rights: Copyright, database rights, patents, registered and unregistered design rights, trademarks, trade secrets, and all other proprietary rights recognized in any jurisdiction.
Order: An order for Services placed by the Client.
Required Information: Information required by The Background Check Company to perform the Services, whether provided by the Client or a Candidate.
Results: Outputs generated through the performance of the Services.
Report: A document compiling the Results with relevant supporting information.
Services: The screening, verification, or compliance-related services agreed upon in the Order.
Third-Party Service Provider: An entity with access to relevant databases or services that The Background Check Company relies on to fulfill any part of the Services.

Website: The Background Check Company’s website and associated digital platforms.

2. THE SERVICES

2.1 The Background Check Company will provide the Services with reasonable skill, care, and diligence in accordance with this Agreement.

2.2 Submission of an Order by the Client constitutes full acceptance of these Terms of Service.

2.3 The Background Check Company shall not be responsible for evaluating or determining the suitability of any Candidate. The Client retains full responsibility for employment decisions.

2.4 The Background Check Company shall use reasonable efforts to obtain Required Information from third parties, but cannot be held liable where such information is withheld or unavailable.

2.5 The Background Check Company makes no representation or warranty as to the accuracy or completeness of data provided by Third-Party Service Providers or other sources.

2.6 The Background Check Company may subcontract portions of the Services to qualified third parties but remains primarily responsible for the performance of this Agreement.

2.7 The Background Check Company will deliver the Report upon completion of the screening process. Where Required Information is missing or unobtainable through no fault of The Background Check Company, the Report shall be provided noting the omissions. Full fees shall still apply.

2.8 The Background Check Company shall not be obliged to begin performance of the Services until full payment has been received unless otherwise agreed in writing.

3. CLIENT RESPONSIBILITIES

3.1 The Client shall ensure that all Required Information is provided in a timely and accurate manner by themselves or the Candidate.

3.2 The Client shall cooperate fully with The Background Check Company in all matters relating to the provision of the Services.

3.3 The Client shall not resell, transfer, or make available the Reports or Results to any third party, nor use them for purposes outside the agreed Services.

3.4 The Client shall not modify, manipulate, or adapt the Reports, Results, or Services in any way.

3.5 The Client shall indemnify The Background Check Company against any third-party claim, liability, or loss resulting from the Client’s use or misuse of the Reports or Results.

3.6 Where required, the Client shall comply with all terms imposed by Third-Party Service Providers.

3.7 Where the Client undertakes its own identity verification, it shall do so by reviewing original, valid documentation in person and certifying the verification to The Background Check Company.

3.8 Where The Background Check Company provides digital identity verification services, the Client shall be responsible for confirming that the individual whose identity was verified is the same individual presenting for work.

4. PAYMENT

4.1 The Client shall pay the Fees as specified in the Order.

4.2 Applicable Canadian taxes (including but not limited to HST/GST/PST) shall be charged in addition to the Fees.

4.3 If a Third-Party Service Provider imposes charges not listed in the original Order (“Excess Charges”), The Background Check Company shall seek written approval from the Client before proceeding with such charges.

5. DATA PROTECTION

5.1 For the purposes of Canadian privacy law, the Client is the data controller and The Background Check Company is the data processor.

5.2 Each party shall comply with its obligations under the applicable Data Protection Laws.

5.3 The Client shall:

Implement appropriate organizational and technical measures to ensure lawful processing of personal data;
Ensure data minimization and limited retention of personal data;
Be responsible for the lawful collection and disclosure of Candidate data to The Background Check Company.

5.4 The Background Check Company shall:

Process data only in accordance with the Client’s instructions;
Ensure confidentiality agreements with authorized processors;
Maintain appropriate data security under PIPEDA and applicable laws;
Notify the Client in the event of a suspected or confirmed data breach;
Return or delete data after service delivery, unless otherwise required by law;
Provide reasonable assistance for data subject access requests or audits.

5.5 The scope of processing shall include the collection, validation, and reporting of personal data required for pre-employment screening, such as identity checks, credential verification, criminal record searches, sanctions screening, and similar services.

6. WARRANTIES

6.1 The Background Check Company provides no warranty regarding the completeness, fitness for purpose, or accuracy of third-party data provided through the Services.

6.2 All warranties and representations not expressly included in this Agreement are hereby disclaimed to the fullest extent permitted by law.

7. INTELLECTUAL PROPERTY

7.1 All Intellectual Property Rights in the Website, Reports, Results, and Services remain the sole property of The Background Check Company.

7.2 The Client is granted a non-exclusive, non-transferable license to use the Reports and Website solely for internal purposes, subject to this Agreement.

7.3 The Client grants The Background Check Company a limited license to use its name, logo, and related IP solely for the purpose of providing the Services.

8. CONFIDENTIALITY

8.1 Each party agrees to treat all non-public information received during the course of this Agreement as confidential.

8.2 Confidential information may be disclosed only:

With the express written consent of the disclosing party;
To legal, regulatory, or government authorities as required by law;
To professional advisors under confidentiality obligations;
If already in the public domain through no breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Nothing in this Agreement excludes liability for death, fraud, or gross negligence.

9.2 The Background Check Company’s total liability for any claim shall not exceed the total Fees paid under the relevant Order.

9.3 The Background Check Company shall not be liable for indirect, special, punitive, or consequential damages, including loss of revenue, profits, or business opportunity.

9.4 The Client agrees that The Background Check Company shall not be liable for employment decisions made using the Reports or Results.

10. TERMINATION

10.1 Either party may terminate this Agreement with immediate effect upon a material breach that remains unremedied after ten (10) Business Days’ written notice.

10.2 Either party may terminate the Agreement if the other party becomes insolvent, ceases trading, or enters bankruptcy.

10.3 Upon termination, The Background Check Company shall be entitled to payment for all completed work and unavoidable expenses.

11. CANCELLATION

11.1 If the Client cancels an Order, it shall pay 25% of the Order value plus any costs for completed checks.

11.2 The Background Check Company reserves the right to cancel any Order in its sole discretion, in which case any prepaid amounts will be refunded.

12. GENERAL

12.1 Modifications to this Agreement must be in writing and signed by both parties.

12.2 This Agreement does not create a partnership, agency, or joint venture.

12.3 Any unenforceable term shall be severed without affecting the remainder of the Agreement.

12.4 Neither party may assign its rights without prior written consent.

12.5 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada. Any disputes shall be subject to the exclusive jurisdiction of Canadian courts.

12.6 Neither party shall be liable for delay or non-performance caused by Force Majeure, provided prompt notice is given to the other party.

Terms of Service