PERFECT HOUSEHOLD STAFF
This Non-Disclosure Agreement (the “Agreement”) is entered into between:
Perfect Household Staff Ltd of 15 Stratton Street, Mayfair, London W1J 8LQ (the “Agency” or the “Disclosing Party”);
and
The individual or entity registering on the Agency’s website who accepts this Agreement in accordance with clause 18 below (the “Receiving Party”), identified by the name, email address and other details submitted during registration (the “Registration Details”), which are incorporated into and form part of this Agreement.
The Agency and the Receiving Party are each a “Party” and together the “Parties”.
In consideration of the Agency granting the Receiving Party access to its registration platform and the opportunity to be considered for recruitment-related engagements sourced by the Agency, the Parties agree as follows.
1. Purpose
The Agency wishes to engage the Receiving Party, on a self-employed basis, to provide recruitment-related services to the Agency (the “Services”). In the course of providing the Services, the Agency may disclose to the Receiving Party confidential and proprietary information, including sensitive personal information relating to the Agency’s clients, candidates and contacts. This Agreement sets out the terms on which such information is to be protected.
2. Definition of Confidential Information
“Confidential Information” means any information, whether written, oral, electronic or in any other form, disclosed by or on behalf of the Disclosing Party to the Receiving Party, whether before or after the date of this Agreement, that is not generally known to the public. This includes, but is not limited to: client and candidate lists and details; personal data relating to clients, candidates and their households (including, where applicable, information relating to children or other vulnerable persons in a client’s household); business strategies and processes; financial information; contracts and fee arrangements; and any other proprietary or commercially sensitive information relating to the Disclosing Party’s business.
3. Obligations of the Receiving Party
The Receiving Party agrees to:
a) maintain the confidentiality of the Confidential Information with at least the same degree of care as it applies to its own confidential information, and in any event no less than a reasonable degree of care;
b) use the Confidential Information solely for the purpose of providing the Services, and not for any other purpose, without the prior written consent of the Disclosing Party;
c) restrict disclosure of the Confidential Information to its own employees, agents or subcontractors (if any) who need to know it for the purpose of providing the Services and who are bound by confidentiality obligations at least as restrictive as those in this Agreement;
d) not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, save as permitted under clause 3(e) or clause 4(e);
e) be permitted to disclose Confidential Information to its own professional advisers (including its accountant, solicitor or tax adviser) strictly on a need-to-know basis, provided such advisers are bound by a professional or equivalent duty of confidentiality; and
f) notify the Disclosing Party promptly, and in any event within 48 hours, on becoming aware of any actual or suspected unauthorised use or disclosure of the Confidential Information, and take all reasonable steps to assist the Disclosing Party in limiting the resulting harm.
4. Exclusions from Confidential Information
Confidential Information does not include information that:
a) was already lawfully known to the Receiving Party at the time of disclosure, as evidenced by contemporaneous written records;
b) becomes publicly available through no fault of, or breach of this Agreement by, the Receiving Party;
c) is lawfully received from a third party without breach of any confidentiality obligation owed to the Disclosing Party;
d) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by contemporaneous written records; or
e) is required to be disclosed by law, regulation, or a valid order of a court or governmental authority of competent jurisdiction, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt written notice before disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy, and discloses only the minimum information required.
5. Data Protection
5.1 To the extent the Confidential Information includes personal data (as defined in the UK GDPR and the Data Protection Act 2018), the Receiving Party shall process such personal data only to the extent necessary to provide the Services, in accordance with the Disclosing Party’s instructions, and in compliance with all applicable data protection law.
5.2 The Receiving Party shall implement appropriate technical and organisational measures to protect such personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage, including secure storage of physical and electronic records and restricting access on a need-to-know basis.
5.3 The Receiving Party shall notify the Disclosing Party without undue delay, and in any event within 24 hours, on becoming aware of any actual or suspected personal data breach involving the Confidential Information, and shall cooperate fully with the Disclosing Party in relation to any resulting investigation or regulatory notification.
5.4 The Receiving Party shall not transfer any personal data forming part of the Confidential Information outside the United Kingdom without the prior written consent of the Disclosing Party.
5.5 Nothing in this clause 5 limits either Party’s obligations under applicable data protection law, and where the scope of processing requires it, the Parties shall enter into a separate data processing agreement.
6. Non-Circumvention and Non-Solicitation
6.1 During the term of the Receiving Party’s engagement with the Agency and for a period of 12 months thereafter, the Receiving Party shall not, directly or indirectly, on its own behalf or on behalf of any other person or business:
(i) enter into any arrangement to provide, or provide, recruitment, placement, introduction or similar services to any client or candidate introduced to the Receiving Party through the Agency, other than through and on behalf of the Agency;
(ii) solicit or accept business from any client of the Agency with a view to circumventing the Agency and avoiding payment of any fee properly due to the Agency; or
(iii) solicit, induce or attempt to induce any candidate or client introduced through the Agency to cease dealing with the Agency.
6.2 This clause 6 does not prevent the Receiving Party from continuing a bona fide relationship with a client or candidate that predates, and is independent of, their introduction through the Agency, provided the Receiving Party can demonstrate this by contemporaneous written records.
7. Return of Materials
Upon termination of the Receiving Party’s engagement, or upon request by the Disclosing Party at any time, the Receiving Party shall promptly return or, at the Disclosing Party’s election, permanently destroy all documents, materials and electronic records containing Confidential Information (including copies), and shall certify in writing that this has been done, save that the Receiving Party may retain a copy of any Confidential Information it is required to retain by law or applicable professional regulation, provided it remains bound by the confidentiality obligations in this Agreement for so long as it is retained.
8. Term and Survival
8.1 This Agreement takes effect on the Effective Date (as defined in clause 18) and continues for as long as the Receiving Party is engaged by the Agency.
8.2 The confidentiality obligations in this Agreement survive termination of the Receiving Party’s engagement and continue for a period of 5 years thereafter, save that, in respect of any Confidential Information constituting a trade secret or personal data of clients or candidates, those obligations continue for so long as the information remains confidential or, as applicable, for as long as required by data protection law.
9. Status of the Parties
Nothing in this Agreement creates a relationship of employment, agency or partnership between the Parties. The Receiving Party is engaged, and shall at all times remain, self-employed, and shall be solely responsible for accounting to HM Revenue & Customs for any tax and National Insurance contributions arising from payments made to it in connection with the Services.
10. No Grant of Rights
Nothing in this Agreement shall be construed as granting the Receiving Party any right or licence under any patent, trade mark, copyright, database right or other intellectual property right of the Disclosing Party.
11. No Obligation
Nothing in this Agreement obliges the Disclosing Party to disclose any particular Confidential Information, or to proceed with any engagement, transaction or business relationship with the Receiving Party.
12. Remedies
12.1 The Receiving Party acknowledges that any actual or threatened breach of this Agreement may cause the Disclosing Party harm for which damages alone would not be an adequate remedy, and that the Disclosing Party is entitled, without prejudice to any other right or remedy, to seek an injunction, specific performance or other equitable relief in respect of any such breach or threatened breach, without the need to prove special damage.
12.2 Without prejudice to clause 12.1, the Disclosing Party is entitled to claim damages for any loss suffered as a result of a breach of this Agreement by the Receiving Party.
12.3 The Receiving Party shall indemnify the Disclosing Party for reasonable legal costs and expenses (including reasonable solicitors’ fees) properly incurred by the Disclosing Party in successfully enforcing its rights under this Agreement as a result of a breach by the Receiving Party.
13. Governing Law and Jurisdiction
This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales, and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.
14. Notices
Any notice given under this Agreement shall be in writing and shall be sent by email to the email address held in the Registration Details (in the case of the Receiving Party) or to (in the case of the Agency), or by pre-paid first-class post to the relevant Party’s registered address, or such other address as a Party notifies to the other in writing from time to time.
15. Assignment
The Receiving Party shall not assign, transfer or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Disclosing Party. The Disclosing Party may assign this Agreement to any successor to the whole or substantially the whole of its business.
16. Third Party Rights
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
17. Miscellaneous
a) Amendments: This Agreement may be amended only where the Agency notifies the Receiving Party of the amended terms and the Receiving Party continues to use the Agency’s services, or otherwise indicates acceptance, after that notice.
b) Severability: If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be treated as modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
c) Entire Agreement: This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior agreements and understandings, whether written or oral, relating to that subject matter.
d) Electronic Form: This Agreement is concluded electronically in accordance with clause 18 below. No physical signature or paper copy is required for it to take effect.
18. Acceptance and Electronic Signature
18.1 This Agreement is presented to the Receiving Party during the registration process on the Agency’s website, where the Receiving Party is given the opportunity to read it in full before completing registration.
18.2 By ticking the box marked “I have read and agree to the Non-Disclosure Agreement” (or words to that effect) and completing registration, the Receiving Party:
a) confirms that they have read, understood, and agree to be bound by the terms of this Agreement;
b) provides their electronic signature for the purposes of this Agreement, which the Parties agree has the same legal effect as, and is to be treated as validly and effectively given as, a handwritten signature, in accordance with section 7 of the Electronic Communications Act 2000; and
c) agrees that this Agreement takes effect immediately, without the need for any further act, from the date and time recorded by the Agency’s systems as the moment of ticking (the “Effective Date”).
18.3 The Agency shall retain a record of the version of this Agreement presented, together with the Receiving Party’s name, email address, IP address, and the date and time of acceptance, as evidence of the Receiving Party’s acceptance of this Agreement.
18.4 The Receiving Party may request a copy of this Agreement, and of the record of their acceptance, at any time by contacting the Agency at .
