• Introduction
  • These Client Terms govern the provision of the Platform Services by us on the Platform to you as a Client.
  • Our terms for a Client’s use of the Platform are set out in the Platform Terms of Use.
• Our Business
  • We seek to connect Workers with Clients via the Platform for Workers to undertake an Assignment for the Client.
  • We do not employ the Workers but introduce them to Clients to undertake an Assignment.
  • We acknowledge that whilst we do not employ Workers we are still in certain situations subject to the Act and the Conduct Regulations due to our role in connecting the Workers with the Client.
• Registering as a Client
  • You may register as a Client to access the Platform Services by completing our registration process on the Platform. We will confirm when the registration process is complete.
  • Your registration process will include creation of a profile that allows a Worker and us to access the following information about you on the Platform:
    • Name – your name, whether being an individual or corporate body;
    • Status – whether you are a corporate body or an individual;
    • Contact Details – name of the Client contact and any nominee;
    • Corporate Identity – details of your registered number, registered address and website (if you are a corporate body);
    • Individual Identity – details of your residential address (if you are an individual);
    • Type of Work – details of the type of work you typically require for an Assignment;
    • Locations – details of the locations where you typically require an Assignment to be undertaken, including photo of location entrance and what3words;
    • Hours – details of the hours which you typically require Workers to undertake for an Assignment;
    • Health & Safety – details of any health and safety risks and processes which typically apply for an Assignment;
    • Worker Rates – details of the minimum hourly rates you pay for an Assignment;
    • Expenses – details of any expenses you typically pay for an Assignment;

(“Client Profile”)

• By accessing and registering for the Platform Services, you agree to these Client Terms. If you do not agree to these Client Terms, you must immediately cease using the Platform and the Platform Services.

• Services
  • We shall provide the Platform Services through the Platform to assist Clients to search, select and hire a Worker as described in clauses 4 to 13.
  • We need to highlight that the Workers are not employed by us and they are an independent contractor or self-employed.
  • Our Platform does not facilitate Workers who operate through a service company or other corporate entity to undertake Assignments. You will notify us of such circumstances where these arise.
  • We acknowledge that you as a Client have selected a Worker to undertake the Assignment for their skills and expertise. Unless the you agree otherwise, the Worker is not to provide a substitute or replacement to undertake an Assignment.
• Worker Search and Live Assignments Board
  • The Platform will allow Clients to undertaker a Worker Search by applying the following filters:
    • Industry – the industry (or industries) within which the Client wants the Worker to operate in for an Assignment;
    • Skills and Qualifications – the skills and qualifications which the Client wants the Worker to possess for an Assignment;
    • Certifications – the certifications which the Client wants the Worker to hold for an Assignment;
    • DBS Check – details of whether the Worker has a valid and current DBS Check where relevant to the role to be undertaken for the Assignment;
    • Location – the geographical location(s) where the Client wants the Worker to be available to work an Assignment;
    • Availability – the dates and times on which the Client wants the Worker to be available to work an Assignment;
    • Worker Fees – the Worker Fees which the Client is looking to pay in relation to an Assignment;
    • Jobs Completed – assignments which the Worker has undertaken for other Client;
    • Video Introduction – whether the Worker has a video introduction available on the Platform; and
    • Feedback – the minimum previous feedback rating which the Client wants the Worker to have received.

We may introduce additional search functionality to the Worker Search as the Platform develops over time.

• The Platform will allow Clients to post their own Assignments on their Live Assignment Boards, which will contain the following information in relation to each Assignment:
  • Industry – the industry (or industries) within which the Client wants the Worker to operate in for an Assignment;
  • Skills and Qualifications – the skills and qualifications which the Client wants the Worker to possess for an Assignment;
  • Certifications – the certifications which the Client wants the Worker to hold for an Assignment;
  • DBS Check – details of whether the Worker has a valid and current DBS Check where relevant to the role to be undertaken for the Assignment;
  • Location – the geographical location(s) where the Client wants the Worker to be available to work an Assignment;
  • Client Assignment Terms – details of any Client Assignment Terms which apply to the Assignment;
  • Availability – the dates and times on which the Client wants the Worker to be available to work an Assignment;
  • Worker Fees – the Worker Fees which the Client is looking to pay in relation to an Assignment;
  • Jobs Completed – assignments which the Worker has undertaken for other Client;
  • Video Introduction – whether the Worker has a video introduction available on the Platform; and
  • Feedback – the minimum previous feedback rating which the Client wants the Worker to have received.

We may introduce additional search functionality to the Live Assignments Board as the Platform develops over time

• Worker Profile
  • The Client shall be able to view a Worker Profile of a Worker containing the following information:
    • Industry – the industry (or industries) within which the Worker operates;
    • Photo – a photo of the Worker (where uploaded by the Worker);
    • Video Introduction – a video introduction with the Worker (where uploaded by the Worker);
    • Work Experience – details of work experience which the Worker possesses;
    • Skills and Qualifications – the skills and qualifications that the Worker holds;
    • Premium Skills – details of any specialist skills which the Worker possess and a higher Worker Rate applies;
    • Tasks – details of the tasks which the Worker is available to undertake for an Assignment;
    • Certifications – the certifications which the Worker holds (including a valid DBS Check, where relevant to the industry and role);
    • Location – the geographical location(s) where the Worker is available to work;
    • Availability – the dates and times on which the Worker is available to work;
    • Minimum Hours – the minimum numbers of hours a Worker is willing to accept for an Assignment;
    • Worker Fees – the Worker Fees the Client will pay for each hour the Worker spends on an Assignment (including details of any higher Worker Fee for “Premium Skills”);
    • Task Times – details of the time it typically takes the Worker to complete a list of standard task (as detailed by the Worker);
    • Equipment Charges – any charges the Worker will apply for an Assignment, if the Worker provides their own equipment and materials; and
    • Feedback – the feedback ratings received by the Worker from Clients for previous Assignments.

We may introduce additional Worker Profile information as the Platform develops over time.

• Worker Checks & Information
  • We shall use reasonable endeavours to check the information provided by a Worker on the Platform is accurate.
  • We are required under Applicable Law to:
    • Worker Identity – confirm the Worker’s identity by obtaining relevant identification (which we will do through obtaining a passport, driving licence or birth certificate);
    • Worker Experience – confirm the experience, training, qualifications and authorisations a Worker has (which we will do by obtaining relevant certificates or registrations with professional bodies);
    • Worker Assignments – confirm the type of tasks the Worker wishes to undertake via way of an Assignment (which we will do by confirming the type of tasks the Worker is available to undertake as stated on their Worker Profile);
    • DBS Checks – undertake DBS Checks on a Worker where the tasks they are likely to undertake tasks on an Assignment (by the nature of their skills and available tasks, as listed on their Worker Profile) will require a DBS Check to be undertaken in accordance with Applicable Law;
    • Right to Work Checks – undertake checks in accordance with the Immigration Asylum and Nationality Act 2006 and the Immigration Act 2016;
    • Vulnerable Individual – where a Worker is likely to undertake tasks on an Assignment for a vulnerable individual (by the nature of their skills and available tasks, as listed on their Worker Profile), confirm that the Worker has the relevant experience, training, qualifications, authorisations and references as required by Applicable Law.
  • We will notify you immediately in writing where we receive information regarding a Worker that gives us reasonable cause to believe the Worker is, or may be, unsuitable for the Assignment. Our obligation under this clause applies (i) within 3 (three) months of commencement of an Assignment but prior to its termination or expiry or (ii) following a booking of an Assignment but prior to commencement of such Assignment.
  • We do not guarantee the accuracy or completeness of the skills, qualifications, or experience a Worker has listed on their Worker profile. Whilst we use reasonable endeavours to verify Worker information in accordance with Applicable Law, including identity, qualifications, and work experience, the Client acknowledges that ultimate responsibility for confirming a Worker’s suitability for an Assignment lies with the Client. We are not liable for any loss or damage resulting from a Worker’s failure to meet the Client’s expectations in terms of skill, qualifications, or performance during an Assignment.
• Workers – Selection and Booking
  • The Client can select and appoint a Worker for an Assignment by the following routes:
    • a Worker Search;
    • the Live Assignments Board; or
    • the Concierge Service.
  • Following a Worker Search:
    • the Client may approach a Worker via the Platform to express an interest in offering them an Assignment;
    • if the Client is interested in offering an Assignment to a Worker it will confirm the following for the Assignment:
      • details of the tasks involved;
      • the proposed location, dates and times;
      • the number of hours the Client wants to hire the Worker for;
      • any Client Assignment Terms which the Client wants to apply to the Assignment
      • details of any Premium Skills required;
      • the hourly rate for the Assignment (being no less that the Worker Rate stated on the Worker Profile); and
      • details of any equipment the Client wants the Worker to provide.
    • the Client may request the Worker undertakes an interview with the Client prior to offering them an Assignment;
    • if the Client wants to offer an Assignment to a Worker (whether after an interview or otherwise), the Client shall make an Assignment Offer;
    • if the Client does not want to make an Assignment Offer to a Worker (whether after an interview or otherwise), the Client shall notify the Worker of this via the Platform;
    • upon receipt of an Assignment Offer, the Worker will then have a 2-hour period (or such other longer period notified by the Client at the time) from receiving the Assignment Offer to accept or decline;
    • if the Worker accepts the Assignment Offer in accordance with clause 2.6, the Assignment shall be confirmed as accepted and commence;
    • if the Worker doesn’t accept the Assignment Offer in accordance with clause 2.6, the Assignment Offer shall be classed as declined and the Assignment will not be confirmed or commence.
  • The Client acknowledges a Worker may make an Assignment Application for an Assignment which is detailed on the Live Assignments Board, following which:
    • the Client shall consider the Assignment Application (complying with Applicable Law in undertaking such consideration) and confirm to the Worker whether the Client wants to proceed with the Assignment Application within the time period indicated by the Client at the time of the Worker making the Assignment Application on the Platform;
    • if the Client wants to proceed with an Assignment Application, the Client may invite the Worker to an interview;
    • if the Client wants to accept the Assignment Application from a Worker (whether after an interview or otherwise), the Client shall confirm the Assignment Application has been accepted;
    • if the Client accepts the Assignment Application in accordance with clause 3.3, the Assignment shall be confirmed as accepted and commence;
    • if the Client doesn’t accept the Assignment Application in accordance with clause 3.3, the Assignment Application shall be classed as declined and the Assignment will not be confirmed or commence.
  • Our provision of the Concierge Service is subject to separate terms which will be provided where you make a request for the Concierge Services.
  • The Client acknowledges and agrees that a Worker shall be entitled to decline to undertake any tasks in relation to an Assignment which have not been confirmed and agreed with the Worker during the process of an Assignment being confirmed in accordance with this clause 8.
• Fees and Payment
  • We do not charge Clients for registering to use the Platform.
  • We will charge the Fees which are chargeable and immediately payable by the Client via the Platform upon an Assignment being confirmed in accordance with clause 8 (whether such Assignment was confirmed by the route of Assignment Offer or Assignment Application).
  • No Assignment shall commence before the Fees are paid in full.
  • We shall provide a receipt for the Client in relation to Fees paid under these Client Terms.
  • The Client acknowledges that the Worker has agreed to provide their services at the Worker Rate and the Worker Fees include our Commission, which are not a deduction their remuneration. We follow this model to reduce the administrative burden in having to send you a separate invoice for our Commission.
  • Where the Client withdraws or cancels an Assignment in accordance with clause 2, we shall refund the Client the Worker Rate but not the Booking Fee or any Commission. Otherwise the Fees are non-refundable except where a Worker cancels or withdraws from an Assignment as outlined in clause 10.
  • Disputes regarding Fees payable for an Assignment will be handled in accordance with clause 18.
  • We reserve the right to increase the Booking Fee at any time subject, to providing Clients with at least 30 days written notice of the increase. Any increase to the Booking Fee will not apply to any Assignments already confirmed by a Worker on the Platform.
• Assignment Cancellation or Adjustment
  • Except as set out at clause 2, a Client is not entitled to cancel an Assignment once it has been confirmed in accordance with clause 8.
  • A Client may cancel an Assignment before it commences subject to complying with the provisions of clause 1.3.
  • The Client acknowledges and agrees that a Worker is an independent contractor and may withdraw from or cancel an Assignment, subject to compliance with clause 1.4.
  • If a Worker cancels or withdraws from an Assignment before it commences then:
    • the Assignment shall be cancelled; and
    • we shall recredit the Client with any Fees paid to us by the Client within 7 days of the Assignment being cancelled.
  • If a Worker does not complete an Assignment (or does not show up for an Assignment) we shall recredit the Client with a pro rata refund on the Worker Fees (excluding Booking Fee) within 7 days to reflect hours undertaken on an Assignment compared to the hours required to be undertaken on an Assignment.
  • If a Worker cancels or withdraws from an Assignment after it has been confirmed then the Worker’s feedback rating may be impacted.
• Assignment Changes or Alterations
  • A Client may request additional tasks or responsibilities for a Worker that fall outside the original scope of the Assignment. However, such requests must first be approved by the Worker through the Platform and notified to us via the Platform.
  • The Client shall not require the Worker to perform any additional tasks in relation to an Assignment until the Worker has reviewed and approved the request (including the updated Worker Fees) via the Platform.
  • Once the Worker has approved the additional work for an Assignment via the Platform, the Client agrees to pay the updated Worker Fees to reflect the added responsibilities.
  • Clients acknowledge that a Worker is not obligated to perform additional tasks outside the agreed scope of the Assignment, unless the Worker agrees to do so through the Platform. A Worker’s decision not to accept extra tasks in relation to an Assignment will not affect their rating or future availability.
• Worker Terms
  • We include provisions within the Worker Terms that outline standard terms which apply to a Worker when undertaking an Assignment, which are as follows:
    • Assignment – the Worker has agreed to carry out the Assignment for the Client in accordance with the Assignment Offer or Assignment Application (as applicable) as agreed with the Client on the Platform;
    • Payment – the Worker shall receive payment of the Worker Rate for the Assignment;
    • Termination by Client – a Client is entitled to terminate an Assignment via the Platform at any time on providing at least 48 hours’ notice (except where an Assignment has been agreed on less than 24 hours’ notice, in which case the Client shall not be entitled to terminate an Assignment);
    • Termination by Worker – a Worker is entitled to terminate an Assignment before it commences subject to providing the Client with at least 48 hours’ notice (whether directly or via the Platform). An Assignment which has been agreed on less than 24 hours’ notice is not capable of termination;
    • Safety – where the Worker feels unsafe or under threat (in whatever form) during the Assignment, the Worker is entitled to leave the Assignment immediately and be paid the Worker Rate up until the date they leave the Assignment; and
    • Returns & Records – the Worker as an independent contractor is responsible for keeping their own records and submitting their own returns, including tax returns.

(“Standard Assignment Terms”).

• Client Assignment Terms
  • The Client is entitled to request the Worker complies with Client Assignment Terms (which are in addition to the Standard Assignment Terms), subject to:
    • the Worker’s agreement to the Client Assignment Terms prior to the Assignment being confirmed;
    • the Client Assignment Terms being in compliance with Applicable Law;
    • a fully copy of the Client Assignment Terms being provided to the Worker via the Platform and approved by the Worker; and
    • these Client Terms (including any Standard Assignment Terms) taking priority over the Client Assignment Terms, in the event of any conflict or inconsistency between the two sets of terms.
  • As specified in clause 8, the Client acknowledges and agrees that a Worker shall be entitled to decline to undertake any tasks in relation to an Assignment which have not been confirmed and agreed with the Worker during the process of an Assignment being confirmed in accordance with clause 8.
• Client Obligations
  • The Client has knowledge of the details and specifics of the Assignment which it wishes a Worker to undertake. The Client is therefore responsible for selecting and appointing the appropriate Worker for an Assignment.
  • Where the Client requires Client Assignment Terms to apply, the Client is responsible for ensuring a Worker agrees to the required Client Assignment Terms before an Assignment commences.
  • Except as set out at clause 7 of these Client Terms, the Client is responsible for undertaking all checks on a Worker and obtaining any relevant licences for the Worker to commence an Assignment.
  • The Client is solely responsible for the management, supervision and direction of a Worker in relation to an Assignment.
  • Except as set out at clause 18 (Payment Disputes) and clause 20 (Feedback), the Client is solely responsible for managing any disputes regarding an Assignment with the Worker in accordance with clause 22.
  • The Client is responsible for notifying the Worker of any policies and procedures which the Worker needs to comply with during the Assignment, with such notification to take place prior to commencement of the Assignment.
  • The Client agrees that the Worker is entitled to seek, apply for and accept contracts to supply services to other parties during the term of an Assignment, provided this does not create any conflict of interest, or compromise the Worker’s to deliver or perform the Assignment.
  • If the Temporary Worker Laws apply to an Assignment, the Client shall from the start of the Assignment, provide the Worker with:
    • information about relevant vacant posts with the Client; and
    • save where objectively justifiable, access to any and all collective facilities and amenities,

in the same manner as if the Worker were a direct worker or employee of the Client.

• Upon our request, the Client shall provide us (without delay) accurate information about the working and employment conditions that are applicable to the Client that relate to the Client’s employees and direct workers including (without limitation):
  • the standard terms and conditions that apply to the Client’s employees and those that apply to their workers;
  • details relating to the application and calculation of pay scales, bonuses, commission, overtime, shift allowance, antisocial hours allowance, hazardous duties, holiday pay, other related emoluments;
  • entitlements relating to annual leave, night work, rest periods, rest breaks;
  • benefits of monetary value including, without limitation, vouchers and stamps; and
  • any other information as may be required by us to comply with the Temporary Worker Laws.
• Where the Temporary Worker Laws apply to the Assignment, the Client agrees that it will, upon our request and without delay, provide accurate details relating to the working and employment conditions of the Client’s workers and/or employees who undertake the same or broadly similar work as that of the Worker during the Assignment.
• Where the Temporary Worker Laws apply to the Assignment and where applicable pursuant to information obtained under clause 10 above, the Client will apply the same or similar process as applied to assess pay that is directly attributable to the amount or quality of the work done by the Worker.
• Where the Temporary Worker Laws apply to the Assignment and the Worker is pregnant, the Client acknowledges and agrees that, following the Qualifying Period, the Client will permit the Worker time off to attend ante-natal medical appointments and ante-natal classes.
• Where the Temporary Worker Laws apply to the Assignment, the Client acknowledges and agrees that, following the Qualifying Period and whereupon the Worker is unable to continue to provide some or all of the Worker Services undertaken as part of the Assignment on maternity grounds due to reasons of health and safety, the Client will make such reasonable adjustments as are necessary to allow the Worker to continue providing services for the duration of the Assignment.
• The Client shall immediately notify us where a Worker has worked for the Client in the same or similar role as the Assignment where, prior to the planned commencement of the Assignment, such role is within the Qualifying Period.
• The Client warrants and undertakes that it will not seek to deny any Worker’s entitlement to rights under the Temporary Worker Laws by virtue of the structure of assignments and shall at all times comply with the Temporary Worker Laws regarding structure of assignments.

• Health & Safety
  • Clients are responsible for ensuring that the working environment where an Assignment is to be performed is safe and compliant with all relevant health and safety laws. Any potential hazards or safety risks must be communicated to Workers prior to the start of the Assignment.
  • If a Worker leaves an Assignment due to concerns about their safety, the Client will still be responsible for paying the Fees for the time spent on the Assignment up until the Worker leaves.
  • We will review any reports of unsafe working conditions and reserves the right to issue warnings or suspend the Client from the Platform if unsafe working environments are repeatedly reported.
• Equipment
  • Clients who hire Workers through the Platform may request that the Worker provides their own equipment and supplies, as specified in the Assignment.
  • If a Worker fails to bring the advertised and agreed equipment to the Assignment, the Client should notify us immediately. We will facilitate communication between the Client and the Worker but we are not responsible for ensuring that the Worker provides the required equipment.
  • We will not be liable for any failure of the Worker to provide their own equipment. In such cases, the Client may leave feedback to reflect their experience with the Worker. We will assess the situation and may issue warnings or take further action against the Worker if necessary.
• Payment General
  • Where applicable, we shall charge VAT to the Client, at the prevailing rate, on the Booking Fees, Commission and the Worker Rate (the latter if applicable to the Worker) subject to us providing the Client with a VAT receipt.
  • Where the Client is late in making payment of any Fees, we shall be entitled to restrict or limit the Client’s access to the Platform until such fees or charges are paid in full.
  • If the Client fails to pay any Fees due to us under these Client Terms by the due date, then the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
• Payment Disputes
  • We operate on the basis that a Worker will receive payment for work undertaken in relation to an Assignment between Monday (00:00) to Sunday (23:59) on the following Friday.
  • During the period between (Sunday 23:59) and Thursday (23:59) each week, we shall hold the Worker Fees paid by the Client to facilitate processing and to provide the Client with an opportunity to challenge the payment of the Worker Fees, if necessary.
  • The Client has until Wednesday (23:59) each week to submit a formal challenge regarding payment of the Worker Fees regarding the Worker in the previous week. This challenge must include specific, documented reasons for dissatisfaction with the Worker’s performance.
  • Upon receiving a challenge, we will initiate a review process, gathering information from both the Client and the Worker. Both parties will be required to submit supporting evidence, including job details, communications, and any applicable documentation, within 3 days of the dispute being raised.
  • We will have 7 days to investigate the dispute and reach a final decision. We will withhold payment of the Worker Rate to the Worker until such dispute is resolved.
  • We will use our discretion to determine whether the Client will receive a full, partial, or no refund of the Worker Fees, based on the evidence provided and the terms of the original Assignment.
  • If no challenge is raised by Wednesday (23:59) each week regarding payment of the Worker Fees for the Worker in the previous week, the payment of the Worker’s fees will automatically be released to the Worker on Friday of the relevant week.
  • Our decision on payment of any Worker Fees is final and binding for the Client.
• Permanent Hires
  • If, following an Assignment within the Relevant Period, the Client then Engages the Worker, the Client will pay us the Introduction Fee.
  • The Introduction Fee will not be payable if the Client gives written notice to us that it intends to continue the Assignment of the Worker for a further period of three months (“Extended Assignment”) before it Engages the Worker.
  • Where the Client elects through the Platform (or on written notice to us) to have an Extended Assignment with a Worker:
    • the Worker Rate shall be as agreed between the Worker and the Client via the Platform;
    • a Booking Fee shall be payable for the Extended Assignment;
    • the Commission payable by the Client during the Extended Assignment shall be that applicable immediately before Client elected to extend the Assignment;
    • at the end of the Extended Assignment, the Client may Engage the Worker without paying the Introduction Fee; and
    • if the Client chooses an Extended Assignment, but engages the Worker before the end of the Extended Assignment, the Introduction Fee may be charged by us, reduced proportionately to reflect the amount of the Extended Assignment paid for by the Client.
  • Feedback
    • Clients are required to provide truthful and accurate feedback within 48 hours of an Assignment’s completion.
    • The Client shall ensure all feedback provided in relation to a Worker is accurate, complete and truthful.
    • Workers have the right to dispute any feedback that is deemed inaccurate or unfair within 7 days of receiving the feedback. Disputes must be submitted to us with supporting evidence.
    • We will review disputes within 5 days and make a final determination on whether the feedback should be modified or removed.
  • Outcomes of an Assignment
    • Our role is to provide the Platform Services and the Platform to connect Workers with Clients and that the Platform Services and the Platform do not offer an ‘end to end’ solution.
    • The Client therefore acknowledges and agrees that we are only responsible for the Platform Services and the Platform and not the Worker Services.
    • We make no representation or warranty as to, and accept no liability for, the quality, outcome or result of the Worker Services, or the acts or omissions of Workers providing the Worker Services.
    • The Client agrees that it will not pursue any claim, action or proceeding against us in relation to the quality of the Worker Services, the outcome of an Assignment, the conduct of Workers, any claims by Workers against you, or any other matters in connection with your relationship or interactions with a Worker, facilitated through us by the Platform Services on the Platform.
    • The Client hereby releases us from any claim, allegation, debt, cause of action, liability, proceeding or demand of any nature however it arises and whether it is present or future, fixed or unascertained, actual or contingent and whether at law, in equity, under statute or otherwise in connection with the Worker Services.
  • Disputes Around Worker Services
    • The Client must inform a Worker and us promptly if it is not satisfied with the quality, or any other aspect, of the Worker Services that the Worker has performed.
    • Except as set out at clause 18 (Payment Disputes) and clause 20 (Feedback), all disputes must be resolved exclusively between the Client and the Worker. As stated in these Client Terms, we accept no responsibility or liability for the quality of the Worker Services provided by Workers, or the outcomes of such Worker Services.
  • Limitation of liability
    • References to liability in this clause 23 includes every kind of liability arising under or in connection with these Client Terms includes but is not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Nothing in these Client Terms excludes our liability for:
      • death or personal injury caused by our negligence; or
      • fraud or fraudulent misrepresentation.
    • Subject to clause 1 and clause 23.7, we shall have no liability for any (i) loss of profits, (ii) loss of business, (iii) wasted expenditure, (iv) depletion of goodwill and/or similar losses, (v) any special, indirect or consequential loss, costs, damages, charges or expenses.
    • Subject to clause 1 and clause 23.7, our total aggregate liability to the Client, in respect of all breaches of duty occurring in relation to each Assignment shall not exceed the Cap.
    • Nothing in this clause 23 shall limit the Client’s payment obligations under these Client Terms.
    • Nothing in these Client Terms excludes the liability of the Client for any breach, infringement or misappropriation of our Intellectual Property Rights.
    • Except as expressly and specifically provided in these Client Terms:
      • the Client assumes sole responsibility for results obtained from the use of the Platform Services by the Client and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any data or information provided to us by the Client in connection with the Platform Services, or any actions taken by us at the Client’s direction;
      • all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Law, excluded from these Client Terms; and
      • the Platform Services are provided to the Client on an “as is” basis.
    • Termination
      • Without affecting any other right or remedy available to it, either party may terminate these Client Terms at any time by giving the other party at least 90 days’ written notice.
      • Without affecting any other right or remedy available to it, either party may terminate these Client Terms with immediate effect by giving written notice to the other party if:
        • the other party commits a material breach of any term of these Client Terms and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
        • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
        • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
        • the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
      • Without affecting any other right or remedy available to it, we may terminate these Client Terms with immediate effect by giving written notice to the Client if the Client:
        • fails to pay any amount due under these Client Terms on the due date for payment;
        • undertakes any act (or is subject to any publicity) which in our sole opinion (acting reasonably) may jeopardise our business or business reputation; or
        • breaches the provision of clause 14 (Client Obligations), clause 15 (Health & Safety), clause 17 (Payment General), clause 19 (Permanent Hires), clause 26 (Intellectual Property), clause 27 (Confidentiality), clause 29 (Non-Solicitation) or clause 37 (Assignment).
      • Without affecting any other right or remedy available to it, we may suspend the supply of Services under these Client Terms or any other contract between the Client and us if:
        • the Client fails to pay any amount due under these Client Terms on the due date for payment;
        • the Client becomes subject to any of the events listed in clause 2.3 or clause 24.2.4, or we reasonably believe that the Client is about to become subject to any of them; and
        • we reasonably believe that the Client is about to become subject to any of the events listed in clause 2.2.
      • Termination of these Client Terms (in accordance with this clause 24) shall not terminate an Assignment between the Client and the Worker, which shall be subject to the Standard Assignment Terms.
    • Consequences of Termination
      • On termination of these Client Terms for any reason:
        • the Client shall be liable for the Fees payable for any Assignment booked where such Assignment is scheduled following termination (or during any termination period under clause 1), unless such Assignment is otherwise cancelled in accordance with these Client Terms;
        • all licences granted under this agreement shall immediately terminate and the Client shall immediately cease all use of the Platform Services;
        • we may destroy or otherwise dispose of any of the data or information regarding the CIient in our possession; and
        • any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Client Terms which existed at or before the date of termination shall not be affected or prejudiced.
      • Intellectual Property
        • The Client acknowledges and agrees that we own all Intellectual Property Rights in the Platform Services and the Platform. Except as expressly stated herein, these Client Terms does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade-marks (whether registered or unregistered), or any other rights or licences in respect of the Platform Services or the Platform.
        • We confirm that we have all the rights in relation to the Platform Services that are necessary to grant all the rights it purports to grant under, and in accordance with, these Client Terms.
      • Confidentiality
        • Each party shall keep the other party’s Confidential Information secret and confidential and shall not:
          • use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with these Client Terms (“Permitted Purpose”); or
          • disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 24.
        • The provisions of this clause shall not apply to any Confidential Information that:
          • is disclosed to a Worker via the Platform as envisaged by these Client Terms;
          • is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
          • was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
          • was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
          • the parties agree in writing is not confidential or may be disclosed; or
          • is developed by or for the receiving party independently of the information disclosed by the disclosing party.
        • A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
          • it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
          • at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.
        • A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, stock exchanges) or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
        • Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in these Client Terms are granted to the other party, or to be implied from these Client Terms.
        • On termination of these Client Terms, each party shall:
          • destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information; and
          • erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable);
        • The Client shall not make, or permit any person to make, any public announcement concerning these Client Terms or the Platform without our prior written consent, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
        • Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
        • The above provisions of this clause 27 shall continue to apply after termination of these Client Terms.
      • Data Protection
        • We shall process any personal data regarding the Client as a data controller in accordance with our Privacy Policy.
        • We make Worker Data available to the Client regarding Workers on the Platform in accordance with this clause 28.
        • We and the Client shall act as independent data controllers in relation to Worker Data.
        • We and the Client shall both comply with all the obligations imposed on a data controller under Data Protection Law.
        • We shall ensure that we give full information to the Workers via the Privacy Policy outlining that their Worker Data will be made available to the Client for the Agreed Purposes.
        • The Client shall:
          • process Worker Data made available by the Platform only for the Agreed Purposes;
          • not disclose or allow access to the Worker Data to anyone other than the Permitted Recipients;
          • ensure that all Permitted Recipients are subject to written contractual obligations concerning the Worker Data (including obligations of confidentiality) which are no less demanding than those imposed by these Client Terms;
          • ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Worker Data and against accidental loss or destruction of, or damage to, Worker Data; and
          • not transfer any Worker Data made available by the Platform outside the UK or the EEA unless the Client ensures that (i) the transfer is to a country approved under Data Protection Law as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to Data Protection Law  or (iii) the Client otherwise complies with its obligations under Data Protection Law by providing an adequate level of protection to any Worker Data that is transferred; or (iv) one of the derogations for specific situations in Data Protection Law.
        • The Client 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 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 us arising out of or in connection with the breach of this clause 28 and Data Protection Law by the Client, its employees or agents.
        • The terms “data controller” and “personal data” shall have the meaning as set out in Data Protection Law.
      • Non-Solicitation

The Client shall not, without our prior written consent, at any time from the Effective Date to the expiry of 3 (three) months after the termination of these Client Terms, solicit or entice away from us or employ or attempt to employ any Trusted People Employee.

• Force Majeure

We shall not be in breach of these Client Terms or otherwise liable for any failure or delay in the performance of our obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.

• Conflict

If there are inconsistencies between any of the provisions of these Client Terms and the Platform Terms of Use, the provisions of these Client Terms shall prevail.

• Changes to these Client Terms
  • We may vary these Client Terms from time to time subject to providing Clients at least 30 days’ notice of such variations.
  • The version of these Client Terms applicable to your access to and use of the Platform Services is the current version displayed on this Platform at the time you access or use this Platform (subject to our compliance with clause 1. By continuing to access or use the Platform Services after such changes, you are deemed to agree to be bound by such changes.
  • Any variations to these Client Terms shall not impact upon any Assignments already confirmed by a Worker in accordance with these Client Terms.
• Rights and Remedies

Except as expressly provided in these Client Terms, the rights and remedies provided under these Client Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

• Waiver
  • A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
  • A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
• Severance

If any provision or part-provision of these Client Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Client Terms. If any provision or part provision of these Client Terms is deemed deleted under this clause 35 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

• Entire Agreement
  • These Client Terms and the Platform Terms of Use constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to the Platform Services.
  • The Client acknowledges and agrees that by agreeing to these Client Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Client Terms.
  • The Client agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Client Terms.
  • Nothing in this clause shall limit or exclude any liability for fraud.
• Assignment
  • The Client shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Client Terms.
  • We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Client Terms.
• No Partnership or Agency

Nothing in these Client Terms are intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

• Third Party Rights

These Client Terms do not give rise to any third party to enforce any terms of these Client Terms.

• Notices
  • Any notice given to a party under or in connection with these Client Terms shall be submitted via the Platform.
  • Any notice submitted via the Platform shall be deemed to have been received at the time of transmission, or if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
  • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
• Governing law
  • These Client Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
  • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Client Terms or their subject matter or formation (including non-contractual disputes or claims).
• Interpretation
  • The following definitions and rules of interpretation apply in these Client Terms.

Act	The Employment Agencies Act 1973.
Agreed Purposes	the performance by Client of its obligations under these Client Terms.
Applicable Law	all applicable law, including the Act and Conduct Regulations (where relevant).
Assignment	the selection and appointment of a Worker to perform certain services for the Client via the Platform in accordance with clauses 7 to  13 of these Client Terms.
Assignment Offer	an offer made by the Client to a Worker via the Platform to undertake an Assignment in accordance with clause 8.2, with such Assignment Offer reflecting the details provided by the Client to the Worker in accordance with clause 8.2.2 or as otherwise agreed between the Worker and the Client via the Platform.
Booking Fee	£5 (plus VAT)
Business Day	a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Business Hours	8.00 am to 6.00 pm local UK time, each Business Day.
Cap	100% of the Booking Fees and Commission paid to us by the Client in relation to an Assignment for a Contract Year.
Client or you	the organisation or individual who has registered to use the Platform Services provided by us in order to search for and connect with a Worker with the intention of entering into an Assignment.
Client Assignment Terms	specific terms which the Client wishes to apply to the relationship between them and the Worker in relation to an Assignment.
Client Profile	a profile hosted on the Website about a Client, as detailed at clause 3.2 of these Client Terms.
Commission	our commission of 10% (plus VAT) payable by the Client calculated on the Worker Rate
Concierge Service	our tailored service to help Client’s find Workers for their Assignments, which is available on request on the Platform and is subject to separate terms and conditions (which will be provided upon initial request for the Concierge Service.
Conduct Regulations	The Conduct of Employment Agencies and Employment Businesses Regulations 2003 (SI 2003/3319), as amended.
Confidential Information	all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives in connection with the Platform Services and these Client Terms, including but not limited to: (a)     any information that would be regarded as confidential by a reasonable business person relating to: (i)       the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party; and (ii)      the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; (b)    any information developed by the parties in the course of carrying out these Client Terms
Contract Year	a 12 month period commencing on the Effective Date or any anniversary of it.
Data Protection Law	all applicable data protection and privacy legislation in force from time to time in the UK including UK GDPR; Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
DBS Check	a Disclosure and Barring Service Check.
Effective Date	the date when we register you as a “Client” on the Platform.
Engage	the employment of a Worker or engagement directly or indirectly (whether for a definite or indefinite period) as a direct result of any Assignment and the terms Engaged or Engagement shall be construed accordingly.
Fees	the Booking Fees and the Worker Fees.
Intellectual Property Rights	patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Introduction Fee	[INSERT]% of the Fees (plus VAT) paid by the Client for the original Assignment.
Live Assignment Board	a function on the Platform which allows a Client to post details of Assignments for Workers to apply for.
our, us or we	Trusted People Limited (Company Number 13609712).
Permitted Recipients	the Clients’ employees and any third parties engaged to perform its obligations in connection with these Client Terms.
Platform	our online platform as available at trusted-people.com
Platform Services	the Platform Services to be provided by us to the Client in relation to the connection of Workers to the Client via the Platform as detailed in these Client Terms.
Platform Terms of Use	our terms of use which apply to a user’s (including the Client’s) use of the Platform, which are available at [INSERT HYPERLINK].
Premium Skills	the skills which a Worker allocates as premium services on their Worker Profile and are subject to an increased hourly rate.
Privacy Policy	our privacy policy as available at [INSERT HYPERLINK]
Qualifying Period	means the 12-week qualifying period as defined in the Temporary Worker Laws.
Relevant Period	has the meaning given in regulation 10(5) and (6) of the Conduct Regulations.
Representatives	in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
Standard Assignment Terms	the standard core terms which will apply to all Assignments between a Worker and the Client, as set out at clause 11 of these Client Terms.
Temporary Worker Laws	The Agency Workers Regulations 2010 (SI 2010/93).
Trusted People Employee	person who is, or has been, engaged as an employee or consultant of us in the provision of the Platform Services but expressly excluding any Worker.
UK GDPR	has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
Worker	an individual who registered on the Platform and wishes to be connected to Clients in order for them to provide services for that Client in respect of an Assignment.
Worker Data	personal data regarding a Worker as made available on this Platform.
Worker Fees	the fees to be paid by the Client to us in relation to an Assignment being based on the Worker Rate plus the Commission.
Worker Profile	a profile hosted on the Website about a Worker, as detailed at clause 6 of these Client Terms.
Worker Rate	the hourly rate stated on the Worker Profile which the Worker charges for their time in relation to an Assignment.
Worker Search	a function on the Platform which allows the Client to search for potential Workers by applying filters as outlined at clause 5.
Worker Services	the services performed or to be performed by a Worker for a Client in respect of an Assignment.
Worker Terms	the terms which we have in place with a Worker for use of the Platform, as set out at [INSERT HYPERLINK].

• A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• A reference to a party includes its personal representatives, successors and permitted assigns.
• A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
• Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
• A reference to writing or written included email but excludes fax.

Version 1.0 – November 2024