This is our “NCND Agreement” encompassed by our General Terms and Conditions and is applicable to all engagement, including but not limited to information disclosed in meeting(s), general communication, emails sent from our management and administrative teams for you to consider, if you have received an email from GVW or its subsidiaries, including GVW Expert, as well as the use of Global Village Websites, including but not limited to GVW.expert, herein referred to as GVW to encompass all of the above
When you engage with GVW, you agree to the following
BETWEEN:
(1) Global Village Worker Limited a company registered in the United Kingdom under number 122888898 whose registered office is at 4 Old Park Lane, Queens Lodge, London, England W1K 1QW (“the Disclosing party”) or its subsidiaries, including but not limited to, GVW Expert Ltdand
(2) Receiving Party – Party receiving the information from GVW (“The Receiving party”)
WHEREAS:
(1) The Disclosing party is in the business of Global Recruiting, providing additional services augmenting the Recruiting Service.
(2) The Disclosing party wishes to enter into an On-going Business Relationship with the Receiving party.
IT IS AGREED as follows:
- In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Confidential Information” shall assume the meaning set out in Clause 2 of this Agreement;
“Contract Work” means the work to be carried out under contract by the Receiving Party or Disclosing party, as set out in an Agreement between the parties.
“Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended
[“controller”
“data controller”
“data processor”
“data subject”
“personal data”
“processing”
“processor” and
“appropriate technical and organisational measures” shall have the meanings ascribed thereto in the Data Protection Legislation;
“Intellectual Property Rights” means (a) any and all rights (whether or not registered or registrable) subsisting in any jurisdiction in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and email addresses, copyrights, database rights, know-how, trade and other secrets, rights in designs, and inventions;
(b) rights under licences, consents, orders, statutes, or otherwise in relation to a right in paragraph (a);
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) the right to sue for past infringements of any of the foregoing rights;
“Processed Personal Data”
means the personal data described in sub-Clause 8.1 and Schedule 1 which is to be disclosed by the Disclosing Party to the Receiving Party under sub-Clause 8.2;
“Representatives” means, in relation to either Party, its officers and employees, professional advisers or consultants engaged to advise that Party, contractors or subcontractors engaged by that Party, and any other person to whom the other Party agrees in writing that the Confidential Information may be disclosed;
“Shared Personal Data” means the personal data described in sub-Clause 7.1 and Schedule 3 which is to be disclosed by the Disclosing Party to the Receiving Party under sub-Clause 7.2
2. Confidential Information
For the purposes of this Agreement, “Confidential Information” shall be the information outlined in Schedule 1, any information designated at or before the time of disclosure by the Disclosing Party as confidential, and any other information that falls within the definition as further set out below in this clause.
This includes:
2.2.1 discussions and negotiations which are taking place between the Parties concerning the Contract Work and the status of such discussions and negotiations
2.2.2 any and all confidential or proprietary information relating to:
the business, customers, clients, or suppliers of the Disclosing Party;
the operations, processes, product information, trade secrets, know-how, or technical information of the Disclosing Party; and
2.2.3. further information, data, analysis, or findings derived from the Confidential Information.
The Confidential Information shall apply whether or not the Confidential Information is of a commercially (or other) sensitive nature, and in whatever tangible or intangible form the Confidential Information exists or is communicated.
Information shall not be (or shall cease to be) Confidential Information if and to the extent that any of the exceptions set out in Clause 10 apply.
The Confidential Information shall apply whether or not the Confidential Information is of a commercially (or other) sensitive nature, and in whatever tangible or intangible form the Confidential Information exists or is communicated.
3. Receiving Party’s Confidentiality Obligations
3.1. The Disclosing Party has a commercial or other interest in all Confidential Information that it may disclose to the Receiving Party after the Parties enter into this Agreement.
3.2. The Receiving Party shall, subject to the provisions of Clause 10, at all times maintain as secret and confidential and shall not disclose, use, exploit, or reproduce any part or the whole of the Confidential Information directly or indirectly for any purposes other than carrying out the Contract Work without the express written consent of the Disclosing Party. Such unauthorised purposes may include, but are not limited to.
3.2.1 disclosing, whether directly or indirectly, or otherwise making available any part of the Confidential Information to any person except as expressly permitted by this Agreement;
3.2.2 copying or otherwise recording any part of the Confidential Information except to the extent strictly necessary for carrying out the Contract Work. Any such copies or records made by the Receiving Party shall be the property of the Disclosing Party;
3.2.3.reproducing (or attempting to reproduce) any part of the Confidential Information, or to investigate or uncover otherwise undisclosed aspects of the Confidential Information (including, but not limited to, related Confidential Information);
3.2.4. using the Confidential Information, whether directly or indirectly, to procure (or attempt to procure) any commercial advantage for the Receiving Party, or a commercial disadvantage to the Disclosing Party;
3.2.5. carrying out any processes, making any inventions, further developments, or applications for any registered Intellectual Property Rights from or based upon the Confidential Information;
3.3. The Receiving Party shall take all reasonable organisational, physical, and technical measures (including any reasonable measures proposed by the Disclosing Party from time to time) to preserve the secrecy and confidentiality of the Confidential Information.
3.4. Upon the termination or expiry of this Agreement for any reason, following the completion of the Contract Work or, if sooner, on-demand by the Disclosing Party, the Receiving Party shall return all Confidential Information forthwith to the Disclosing Party and shall further provide written confirmation to the Disclosing Party certifying that no copies of the Confidential Information have been made or retained.
3.5. Nothing in this Agreement shall prevent the Receiving Party from using mere skills and experience acquired by the Receiving Party or any of its Representatives prior to, or in the course of the Contract Work.
4. Storage of Confidential Information
4.1.1 The Receiving Party shall ensure that the Confidential Information is kept only at a secured location(s) and shall not at any time allow the Confidential Information or any part thereof to be removed from those locations.
4.1.2 Where the Receiving Party holds the Confidential Information in hardcopy form, it must be stored in a locked cabinet when not in use.
4.1.3 Where the Receiving Party holds the Confidential Information electronically, the computers or devices on which the Confidential Information is stored must be protected using passwords which may be shared only with those authorised to access the Confidential Information.
4.1.4 Where the Receiving Party holds the Confidential Information electronically an online security system must be used. We would recommend Avast.
4.1.5 Where the Receiving party holds the Confidential Information electronically a password protector program needs to be used. We recommend BitWarden.
4.1.6 The Disclosing Party shall have the right to access and inspect the locations or request information on the location and security measures applicable at which the Receiving Party is to hold the Confidential Information upon not less than 3 days written notice. If the Disclosing Party is not satisfied with any aspect of the Receiving Party’s storage arrangements, it shall have the right to request any such reasonable changes to those arrangements as it may deem necessary to satisfy the requirements described in this Agreement.
5. Permitted Disclosure
5.1. The Receiving Party may disclose to its Representatives such of the Confidential Information as is reasonably necessary for the carrying out of the Contract Work provided that:it informs such Representatives of the confidential
5.2 The Receiving Party shall be liable for the acts or omissions of such Representatives with respect to the Confidential Information as if they were the acts or omissions of the Receiving Party, whether or not the Receiving Party has complied with sub-Clause 5.1.
6. Mandatory Disclosure
6.1 Subject to the provisions of sub-Clause 6.2, the Receiving Party may disclose Confidential Information only to the extent that such disclosure is required by law, by any court of competent jurisdiction, or by any government agency or other regulatory or taxation authority of competent jurisdiction lawfully requesting such disclosure.
6.2 Prior to disclosure under sub-Clause 6.1, the Receiving Party shall, to the extent permitted by law, notify the Disclosing Party in writing in advance of such disclosure. If prior notification is not permitted by law, the Receiving Party shall, to the extent permitted by law, inform the Disclosing Party of the disclosure and the circumstances surrounding it as soon as is reasonably practicable after the disclosure has taken place.
7. Disclosure of Personal Data – Personal Data Sharing
7.1 The Confidential Information incorporates certain Shared Personal Data which is to be disclosed by the Disclosing Party to the Receiving Party..
7.2 Both Parties shall at all times comply with their obligations as data controllers and the rights of data subjects, and all other applicable requirements under the Data Protection Legislation. This Clause 7 is in addition to, and does not relieve, remove, or replace either Party’s obligations under the Data Protection Legislation. Any material breach of the Data Protection Legislation by either Party shall, if not remedied within 7 days of written notice from the other Party, give the other Party grounds to terminate this Agreement with immediate effect.
7.3. With respect to the sharing of the Shared Personal Data, the Disclosing Party shall ensure it has in place all required notices and consents in order to enable the transfer of the Shared Personal Data.
7.4. With respect to the sharing of the Shared Personal Data, the Receiving Party shall:
7.4.1 not disclose the Shared Personal Data to any third parties;
7.4.2 process the Shared Personal Data only to the extent reasonably necessary for the carrying out of the Contract Work;
7.4.3. ensure that any of its Representatives to whom the Shared Personal Data is to be disclosed are subject to contractual obligations in relation to confidentiality and data protection that bind those Representatives and that are substantially the same as the obligations imposed upon the Receiving Party by this Agreement;
7.4.4. ensure that it has in place appropriate technical and organisational measures to protect against the unauthorised or unlawful processing of, and against the accidental loss or destruction of, or damage to, the Shared Personal Data, having regard to the state of technological development and the cost of implementing any such measures; and
7.5. The Parties shall assist one another in complying with their respective obligations under the Data Protection Legislation. Such assistance shall include, but not be limited to:
7.5.1 providing the other Party with the contact details of its data protection officer and/or at least one other of its Representatives as a point of contact for all issues relating to the Data Protection Legislation including, but not limited to, compliance, training, and the handling of data breaches;
7.5.2.consulting with the other Party with respect to information and notices provided to data subjects relating to the Shared Personal Data;
7.5.3.informing the other Party about the receipt of data subject access requests and providing reasonable assistance in complying with the same;
7.5.4 not disclosing or otherwise releasing any Shared Personal Data in response to a data subject access request without prior consultation with the other Party, whenever reasonably possible;
7.5.5 assisting the other Party at the cost of the other Party in responding to any other data subject request;
7.5.6 assisting the other Party at the cost of the other Party in complying with its obligations under the Data Protection Legislation relating to security, impact assessments, breach notifications, and consultations with the Information Commissioner’s Office and any other applicable supervisory authorities or regulators;
7.5.7 notifying the other Party of any breach of the Data Protection Legislation without undue delay;
7.5.8 notifying the other Party of any personal data breach affecting the Shared Personal Data without undue delay;
7.5.9 using compatible technology for the processing of the Shared Personal Data in order to preserve accuracy;
7.5.10. deleting or returning, at the request of the other Party, the Shared Personal Data and any and all copies thereof on the termination or expiry of this Agreement, subject to any legal requirement to retain any applicable personal data; and
7.5.11 maintaining all necessary complete and accurate records and other information to demonstrate compliance with this Clause 7.
7.6. Each Party shall indemnify the other against all liabilities, costs, expenses, damages, and losses (including, but not limited to, any direct, indirect, or consequential losses, loss of profit, loss of business opportunity, loss of reputation, and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified Party arising out of or in connection with the indemnifying Party’s (or its Representatives’) breach of the Data Protection Legislation provided that the indemnified Party provides the indemnifying Party with prompt notice of any such claim, full information about the circumstances giving rise to the claim, reasonable assistance in dealing with the claim, and the sole authority to manage, defend, and/or settle the claim.
8. Proprietary Rights
The Confidential Information and all Intellectual Property Rights subsisting therein shall remain the property of the Disclosing Party (or its licensors, as appropriate) and the disclosure of the Confidential Information to the Receiving Party shall not confer upon the Receiving Party any rights whatsoever in any part of the Confidential Information.
9. Exceptions to Non-Disclosure and Confidentiality
9.1. The obligations set out in this Agreement relating to Confidential Information shall not apply to any information that:
9.1.1 is already known to, or in the possession of, the Receiving Party at the time of its disclosure by the Disclosing Party, and the Receiving Party is free of any other obligations of confidentiality with respect to it;
9.1.2. is in, or comes into, other than through any breach of this Agreement or other wrongful act or default of the Receiving Party, general circulation in the public domain;
9.1.3. is received by the Receiving Party from a third party free of any obligations of confidentiality similar to those set out in this Agreement, provided such receipt is not of itself a breach of this Agreement or any similar agreement between that third party and the Disclosing Party;
9.1.4. is, prior to disclosure by the Disclosing Party, already in the possession of the Receiving Party having been independently developed by the Receiving Party;
9.1.5 is disclosed to a third party by the Disclosing Party free of any obligations of confidentiality similar to those set out in this Agreement;
9.1.6. is approved for disclosure in writing by the Disclosing Party;
9.1.7 is declared by the Disclosing Party in writing to no longer be confidential;
9.1.8 is required to be disclosed by the Receiving Party under the Freedom of Information Act 2000; or
9.1.9 is required by law, by any court of competent jurisdiction, or by any government agency lawfully requesting the same to be disclosed provided that the Receiving Party notifies the Disclosing Party in advance of such disclosure.
10. Non-Circumvention
The Receiving Party hereby agrees that it shall not circumvent nor attempt to circumvent the provisions of this Agreement, nor use any information as disclosed by the Disclosing Party in regard to GVW’s current or future business plans.
The provisions of this Clause, and all related provisions throughout this Agreement, shall continue to apply notwithstanding the termination of this Agreement, and the Introducer shall be entitled to take action with respect to any sums due under the terms of this Agreement.
11.Term
This Agreement shall come into force on the date of first contact between the Disclosing Party and the Receiving Party, whether in a meeting, telephone conversation, email or other means with the aim of entering into a contract, this would include preliminary discussion or introduction by a third party.. The obligations of confidentiality set out in this Agreement shall continue for the duration of the Contract Work, subject only to the exclusions set out in Clause 10.
As fully detailed in sub-Clause 3.5, upon the termination or expiry of this Agreement for any reason, following the completion of the Contract Work or, if sooner, on demand by the Disclosing Party, the Receiving Party shall return the Confidential Information to the Disclosing Party and shall ensure that no copies thereof are retained
12. Enforcement and Indemnity
Both Parties hereby acknowledge that damages alone would not be an adequate remedy for any breach by the Receiving Party of this Agreement.
The Disclosing Party shall, without prejudice to any and all other rights and remedies which may be available, be entitled to the remedies of injunction, specific performance, and other equitable relief for any breach of this Agreement by the Receiving Party, actual or threatened.
In addition to any rights or remedies whether at law or in equity to which either Party may be entitled, each Party hereby agrees to indemnify the other against all liabilities, costs, expenses, damages, and losses (including, but not limited to, any direct, indirect, or consequential losses, loss of profit, loss of business opportunity, loss of reputation, and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified Party arising out of or in connection with the indemnifying Party’s (or its Representatives’) breach of this Agreement (including, where applicable, any breaches of the Data Protection Legislation, as set out in sub-Clause 7.6 OR 8.9) provided that the indemnified Party provides the indemnifying Party with prompt notice of any such claim, full information about the circumstances giving rise to the claim, reasonable assistance in dealing with the claim, and the sole authority to manage, defend, and/or settle the claim.
On engaging with GVW with the aim of entering into a Contract with GVW or just a preliminary enquiry or negotiation, you agree to be bound by the full terms of the NCND Agreement.
SCHEDULE 1
Business Purposes
Training and Management of Recruiters
Any information disclosed to the Receiving party to fulfill their obligations, including but not limited to
– personal client information as per the Database and Manatal
– company information, procedure and contract as per the shared Google Drive
emails
– messages on various platforms including but not limited to WhatsApp, Signal, Messenger
– information disclosed during company, management, personal, recruiter or board meetings
– GVW’s intellectual property
– GVW’s ideas disclosed in terms of future business endeavours
Prospective clients
Services provided or services planned
