Terms & Conditions

The following terms ("Terms") set out how you can use the Locate a Locum services available from our website, at www.locatealocum.com ("Website"). By registering with us, or by continuing to use the Website after we make an update to these Terms, you agree to accept all these Terms. Any person who does not agree to these Terms, or who ceases to agree to these Terms must not use our Client Services, Locum Subscription Services or the Website. You should print a copy of these Terms for your records as we will not save a copy for you.

Where a Client has been issued with a Proposal (as defined below) which is strictly subject to these Terms, the Proposal constitutes an offer by the Client to purchase Client Services in accordance with these Terms and by signing the Proposal the Client has accepted to be bound by these Terms. The Proposal shall only be deemed to be accepted when we issue written acceptance of the Proposal at which point and date the Agreement between us and the Client shall come into existence.

Locum Users should tick the "Agree" button to accept these Terms (including Locum Premium Services) (all as defined below). By ticking the "Agree" button, where prompted, you will be held to be confirming that you have read and understood the contents of these Terms. To be eligible to use our Website you must be 18 years of age or older. You must not use our Website if you are younger than this. If you have any questions about these Terms, you can contact us at: info@locatealocum.com.

1. Contract Formation These Terms along with any Proposal form a binding legal agreement (“Agreement”) between you, the Locum User or the Client, as the case may be ("you", "your") and Locum Match Limited trading as 'Locate a Locum', a company registered in Northern Ireland with company number Nl637219 and registered address at Unit 25, 8 Cromac Avenue, Belfast, BT7 2JA ("we", "us", "our"). These Terms will apply for the provision of the Client Services, Locum Premium Services and use of the Website. The Terms refer to other additional terms, which also apply to your use of our Website, including our Privacy Policy, Cookie Policy and Support Services Policy. Many of these Terms apply to both Clients and Locum Users but certain terms may be applicable to only Locum Users and/ or Clients and where this is the case it is stated below.

The following words will be defined as follows in these Terms:

Additional Services: services that are ancillary to the provision of our locum matching software that may be provided to a Client in each case as set out in a Proposal, including but not limited to a Managed Payroll Service.

Additional Services Fee: means those fees payable by the Client to us for the provision of any Additional Services as set out in a Proposal.

Agreement: the agreement formed in accordance with paragraph 1 above between us and either (i) each Client for the supply of the Client Services in accordance with these Terms and any Proposal; or (ii) each Locum User for the supply of the Locum Premium Services in accordance with these Terms. Agency Locum: a Locum engaged by the Client directly via a recruitment agency.

Applicant: a Locum User or Employee who has submitted an Application. Application: an application submitted by a Locum or Employee to provide services in accordance with a Session Notice.

Booking: the attendance by the Successful Applicant to provide services in accordance with the Session Notice.

Client: the client set out in a Proposal. Client Authorised Users: those employees, agents and independent contractors of a Client who are authorised by the Client to use the Client Services. Each Client Authorised User shall be deemed a Contracted User or a Flexible User.

Client Services: means the provision to Clients of our proprietary software and any related Support Services in each case as set out in a Proposal.

Client Services Fee: the applicable subscription fee based on a per Client Authorised User basis payable for the relevant Client Services as set out in the Proposal, including where applicable any Additional Services Fee, or in the case of a Locum Marketplace Service £20 + VAT, and which may be amended from time to time in accordance with the provisions of clause 7. Commencement Date: in the case of a Client this is the earlier of: (i) the date the Proposal is signed by us and the Client; or (ii) the date we commence provision of the Client Services to a Client. In the case of a Locum User, the Commencement Date will be the date we commence the provision of the Locum Premium Services.

Contracted Users: means in respect of each Client the total number of Client Authorised Users that we have agreed the Client may provide with access to the Client Services as detailed in the Proposal and which may be amended through agreement by us. A Contracted User means any one of them.

Confidential Information: any information disclosed by a party to the other party in connection with these Terms that is marked as “confidential”, described as “confidential” or which ought reasonably to have been understood by the other party at the time of disclosure as being confidential and including: (i) the terms and conditions of the Agreement; (ii) in respect of our Confidential Information, all know-how, information and code relating to or in respect of the Client Services and the Locum Premium Services; and (iii) in respect of the Client’s Confidential Information, Personal Data made available to us in connection with the Client Services (or otherwise) and where we are a processor in respect of that Personal Data.

Criteria: the criteria selected by a Locum or Employee (such as location and remuneration) in respect of the type of Session Notices they would like to receive. Data Controller and Data Processor: have such meanings given to them under Data Protection Laws.

Data Processing Agreement: means where applicable those terms and conditions applicable between us as a Data Processor and the Client as a Data Controller available here: https://locatealocum.com/content/data-processing-agreement;

Data Protection Laws: laws and regulations relating to the processing, privacy, and use of Personal Data, including the UK General Data Protection Regulation (as defined in the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and any laws or regulations implementing or replacing the above and any judicial or administrative interpretation of any of the above.

Dashboard: the dashboard made available to a Client, Employee, Client Authorised User or Locum User via their User Account.

Direct Locum: a Locum that has been engaged by a Client prior to that Client registering to use Locate a Locum and who has been identified and designated by Locate a Locum as a “Direct Locum”. Note that any Locum who has registered with us before being invited by a Client to register as a Direct Locum will NOT be treated as a Direct Locum.

Employee: an employee of a Client that has subscribed to use the Client Services and who has registered with our Website. Enterprise Agreement: means a bespoke agreement for services entered into between us and a Client.

Excluded Event: (i) incompetence, misuse or other error of a user of the Client Services or erroneous or incorrectly prepared Client data; (ii) failure to access or use the Client Services in accordance with the terms of the Agreement or our instructions; (iii) any change, addition or variation to the Client Services or its operating environment outside our normal procedures made by or at the request of the Client; (iv) any change, addition, variation or repair to the Client Services other than those carried out by us; (v) use of the Client Services in combination with other systems, software or equipment of the Client (or any third party) not approved by us; (vi) any telecommunications network defect, delay or failure or failure of the Client’s hardware or other systems; and/or (vii) any failure in performance of the Client Services or its availability caused by matters other than the hardware, software, networks, databases and other information technology equipment owned or controlled by us; Flexible Users: any Client Authorised Users that that are not a Contracted Users;

Insolvency Event: in relation to either Party, that it becomes insolvent or unable to pay its debts as they fall due or ceases to trade or becomes subject to, or itself takes any steps to invoke, any legal action, proceedings, procedure or third party action, (where such proceedings, procedure or action are successful) preliminary or relating to its insolvency, winding-up, liquidation, administration or receivership (or any analogous proceedings in any jurisdiction) or any enforcement of any security against it, or to a rescheduling, composition or arrangement in respect of any of its debts. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) 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.

Locum User: a locum healthcare professional who has registered with us via our Website (including those locums designated as 'Direct Locums') in each case whether on a subscription or free of charge basis. Locum Marketplace Service: the provision of our proprietary locum booking platform that allows healthcare professionals to find and manage locum work and Clients to find and manage locums.

Locum Premium Services: the provision of our proprietary LAL Pro platform for Locum Users registered on the platform.

Locum Subscription Fee: the monthly or annual fees payable for the Locum Premium Services as set out (LAL Pro) and selected by a Locum User.

LAL Unlimited: the provision of our proprietary workforce management software for Clients registered on the platform to manage their workforce, helping them to identify their resourcing needs, spot trends, schedule shifts and pay locums.

Managed Payment Service: ancillary payroll services provided by us or where we otherwise receive funds from Clients for onward transfer to a Locum User.

Personal Data: has such meaning given to it under Data Protection Laws. Profile: the profile set up by a Locum User or Employee using their Dashboard.

Proposal: the proposal form issued by us to the Client setting out details of (i) the Services, as have been agreed to be provided by us to the Client; and (ii) the Client Services Fee, as issued by us to the Client and to which these Terms apply.

Support Services: means the support services in relation to the Client Services or the Locum Premium Services, as the case may be, described in [Service Level Agreement], as may be amended by us from time to time. Unless expressly set out and as described by us, all other services and/or support are expressly excluded.

Session: a shift for which a Client requires a healthcare professional or Employee to provide healthcare services.

Session Notice: a notice of an available Session. Submit: uploading on to your Dashboard (and “Submitted” and “Submitting” shall be construed accordingly).

Subscriptions: the subscriptions purchased by the Client or the Locum User, in the case of the Client as set out in the Proposal entitling Client Authorised Users to access and use the Client Services, or in the case of the Locum User in accordance with the selection made by the Locum User.

Successful Applicant: an Applicant selected by a Client to provide services in accordance with a Session Notice.

User Account: an account set up by a Locum on the Website in each case whether as a Locum Premium Services user or on a free of charge basis.

User Details: any information provided by a Locum including but not limited to details of identity, availability, qualifications and references. References to clauses (unless otherwise provided) are references of the clauses of these Terms. Headings are for ease of reference only and are not intended to be legally binding and/or to restrict the meaning of any clauses. Words in the singular include the plural and in the plural include the singular. A reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. References to "including" and "include(s)" shall be deemed to mean respectively, "including without limitation" and "include(s) without limitation". Where we and a Client have entered into an Enterprise Agreement, such Enterprise Agreement shall prevail in the event of a conflict or inconsistency between that Enterprise Agreement and these Terms as between us and the Client. Notwithstanding any Enterprise Agreement, these Terms shall prevail and continue to govern our contractual relationship with each Locum User.

2. Changes to these terms

Sometimes we may need to change these Terms. If we do, we will post the new Terms on our Website, and will notify you directly the first time you log in after the terms have been updated. If you use our Website after we have changed our Terms, you will be deemed to have accepted the changes. You should always check the Terms before using our Website.

3. User Accounts for Locum Users

If you are a Locum User, you are representing and warranting that:

• the User Details are complete, up to date and accurate;
• you are not using a false name or impersonating anyone else; and
• you have the required authority and have obtained any required consents to provide us with the User Details for use in accordance with these Terms.

You shall notify us immediately if any of your User Details change or if the representations and warranties referred to above cease to be correct. You are responsible for maintaining the confidentiality of any passwords associated with your User Account.

Accordingly, you agree that you are solely responsible to us for all activities that occur under your User Account, as determined, noted, or recorded by us. Such determination, notation and record shall be at our sole discretion, and shall serve as conclusive proof of the facts stated therein to which they attest.

You grant us the right to access your User Account for the purposes of us providing the services (including the Locum Premium Services) available on our Website, monitoring, improvement or upgrade.

If you become aware of any unauthorised use of your password or your User Account, you agree to notify us immediately at: info@locatealocum.com.

If you are a Locum User or Employee with a Profile, you may update most of the details in your Profile from time to time. However, there are some details which you will not be entitled to edit. For example, if you cancel an Application once you have been selected as the Successful Applicant or if you don't show up to a Session you have agreed to attend, this may show up on your Profile for any Clients (to which you have applied) to see.

If you are a Locum User, you acknowledge and agree that we may use a third party to conduct identity checks.

You shall report any faults in or with the Website or the Locum Premium Services promptly to us.

4. Software Licence

If you comply with these Terms, we hereby grant you a non-exclusive, non-assignable, non-transferable, non-sub-licensable license (except as permitted by this clause) for you, and in the case of a Client each Authorised User, to use our Website in accordance with these Terms.

There are some things which you and where relevant Client Authorised Users are not entitled to do on our Website. You shall not, and where relevant you shall procure that each Client Authorised User shall not, access (or attempt to access) any part of our Website by any means other than through the interface provided by us or through any automated means, including (but not limited to): use of scripts, robots, spiders, scrapers or web crawlers.

You shall not, and where relevant shall procure that each Client Authorised User shall not: (a) take any action that imposes, or may impose (in each case in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, duplicate, reproduce, rent, lease, loan, sell, trade, resell, modify, create derivative works, distribute or publicly display any part of our Website without prior written consent from us; (c) interfere or attempt to interfere with the proper working of our Website or any activities conducted via our Website including provision of the Client Services or Locum Premium Services; (d) bypass any measures we may use to prevent or restrict access to our Website; and (e) attempt to reverse engineer, decompile or otherwise seek to obtain access to any source code in our Website; and that you will not engage in any activity that interferes with or disrupts our Website or the servers and networks that are connected to our Website.

Each Client is solely responsible for the acts and omissions of its Client Authorised Users in connection with the Agreement.

If you are a Client you hereby grant us a licence to apply your logo, company name and all other associated Intellectual Property Rights solely as necessary to provide you with a branded portal.

We shall comply with your instructions in relation to the form and manner of the application of your Intellectual Property Rights.

Both Clients and Locum Users hereby agree to us using their name, details and arrangements with Locate a Locum on our Website and in any advertising promotions as a case study.

5. Client Obligations

If you are registering on behalf of a Client, you warrant and represent that:

• the Client is fully licensed and registered to lawfully provide the relevant healthcare services;
• you are authorised to use the Website on behalf of the Client;
• you are authorised to share Personal Data in relation to Client Authorised Users, the Employees and Direct Locums to the extent required by us to provide the Client Services; and
• you will only use the Client Services for which you have taken a Subscription.

By Submitting a Session Notice, the Client warrants and represents that:

• all details in the Session Notice are accurate, complete and up to date;

• it has all consents and authorisations required at law to Submit the Session Notice and to enter into an agreement for services or other agreement with the successful Applicant; and

• by Submitting the Session Notice and/or booking an Applicant, you will not be in breach of any applicable legislation and/or any contractual terms.

• In respect of the Booking, the Client shall:

• not ask the Locum to provide any services which differ materially from the details included in the Session Notice;

• comply with all applicable employment, health and safety and any other applicable legislation in respect of the Locum and their engagement by you;

• treat the Locum User with respect and provide safe working conditions for the Locum User and not to act in any manner (or authorise or allow any person connected with your Client to act in any manner) which could reasonably be perceived to be threatening, bullying, harassing or intimidating; and

• that any disputes which may arise in respect of the performance (or non-performance) of any services by an Applicant are solely between you and the Applicant and to the fullest extent permitted by law we accept no liability whatsoever in such circumstances.

You acknowledge and agree that any Applicant details which may be sent to your Dashboard are only for the purposes of filling a particular Session. As such, you agree not to contact any Locum User directly or indirectly once the Session has been completed, for the purposes of offering that Locum User any further locum or permanent work.

The nature of the contractual relationship between the Client and the Locum User is a matter to be determined solely by the Client and the Locum User.

he Client agrees, however, that it shall be solely liable to pay the Locum User in accordance with any terms agreed with the Locum User and to make any other payments due at law in connection with the Booking unless otherwise stated (for example where we are providing a Managed Payment Service on behalf of a Client). Without prejudice to any claim arising out of the Managed Payment Service (where applicable) no liability for payment to the Locum User shall attach to us by reason of anything set out in these Terms.

The Client will only receive details of Applicants if the details in the Client’s Session Notice match any Criteria selected by Locum Users and if any of those Locum Users respond to the Session Notice. We cannot and do not guarantee that this will be the case and we accept no liability whatsoever if you do not receive any details of any Applicants for a particular Session Notice.

The Client shall co-operate with us in all matters relating to the Client Services, including any Additional Services, and provide us with such information and materials as we may reasonably require in order to supply the Client Services and any Additional Services and ensure that all information provided to us at any time is complete and accurate in all material respects.

6. Locum User Obligations

If you are registering as a Locum User, you warrant and represent that:

• you are fully qualified to work as a healthcare professional in the country or countries designated in your registration;

• you have obtained all necessary qualifications and membership of all and any necessary statutory or professional bodies;

• you have appropriate and adequate indemnity insurance in place;

• you have never been disqualified from acting as a healthcare professional in any country;

• you have never received any criminal convictions; and

• you are not aware of any reason or reasons why you might not be suitable to act as a locum healthcare professional.

• By applying to provide services in accordance with a Session Notice, the Applicant warrants and represents that they:

• have all of the qualifications, certifications and experience required as set out in the Session Notice;

• are available, able and willing to provide the services in accordance with the Session Notice;

• are not aware of any reasons why you would be unable to fill or prevent (whether at law or otherwise from filling) the Booking in accordance with the Session Notice;

• are consenting to us sending your Profile to the Client which Submitted the Session Notice; and

• are agreeing to fulfil the Booking in accordance with the Session Notice.

• In relation to the Booking, the Locum agrees: to act at all times in a professional manner;

• not to act in any way which could reasonably be considered to be intimidating, threatening, harassing or bullying; and

• to comply with all reasonable instructions of the Client.

7. Our responsibilities and important exclusions

Services to Clients

Our Client Services are to act as a communications platform. While we take steps to confirm the identity of Locum Users and their qualifications, you acknowledge and agree that it is your responsibility to carry out all checks which you feel are required before agreeing to receive services from a Locum. We do not provide any guarantees relating to the Locum User supplied nor do we supervise the services provided by any Locum User.

To the fullest extent permitted by law, we exclude any liability for the acts and/or omissions of any Locum User in connection with any Booking, including relating to any cancellation by or non-attendance of the Locum (save as expressly provided in these Terms).

You acknowledge and agree that it is your responsibility to put in place such insurance as you may reasonably believe is necessary to protect you and/or any third parties from suffering any losses and/or damages in connection with the Booking.

Whilst we may take steps to vet Locum Users in accordance with the above, our services are solely to act as a communications platform provider. As such, we do not endorse nor give any guarantees in respect of any Clients, Applicants or Sessions. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW YOUR USE OF OUR WEBSITE AND SERVICES IS SOLELY AND ENTIRELY AT YOUR OWN RISK.

Additional Services

For some Clients, as part of the services provided by us pursuant to these Terms and where set out in a Proposal, we may provide Additional Services. To the extent that these Additional Services include a Managed Payment Service: you acknowledge and agree that the Managed Payment Service is optional ancillary service that is a non-core part of our overall services and that we are not providing a payment service for the purposes of the Payment Services Regulations 2017;

• you shall indemnify and keep us indemnified from and against all losses, damages, compensation, liabilities, costs (including legal costs on a full indemnity basis) and expenses paid, suffered or incurred by us in connection with or arising out of any claim, demand, threat or action by you or any third party that the Payment Services Regulations 2017 apply to the services provided by us to you pursuant to these Terms (in whole or in part). Locum Users We cannot, and do not, guarantee or warrant, in any way, that Locum Users who use our Website will be provided with work with any Client. Any contract of services or other agreement is between you and the Client in question, we accept no liability whatsoever for the acts and/or omissions of the Client nor for any breach of any agreement between you the Client. Any disputes which may arise in respect of the services to be provided to a Client pursuant to a Session Notice are between you and the Client and to the maximum extent permitted at law, we accept no liability whatsoever.

• Where we are providing a Managed Payment Service for a Client, we shall not be liable for any failure to make any payment (whether whole or in part) where such failure is due to an act or omission of the relevant Client.

8. Support Services for Clients and Locum Users that are subscribers to Locum Premium Services

Subject to you paying the Client Services Fees and, where indicated in the Proposal, or in the case of a Locum User, the Locum Subscription Fee and where selected by the Locum User, we will provide Support Services during the term of the Agreement.

We may from time to time at our discretion provide updates to our software and Website used in the provision of the Client Services and/or Locum Premium Services.

We shall not be obliged to provide any Support Services required, and shall not be responsible for any unavailability or failure of the Website or Services as a result of an Excluded Event.

9. Services & Subscription Fees

Clients

Clients shall pay us a Client Services Fee for use of our Website and the provision of the Client Services and any Additional Services as set out in their Proposal, in accordance with the following terms:

A. For Clients using the Locum Marketplace Service:

the Client Services Fee for the Locum Marketplace Service shall be payable upon completion of a Session attended by an Applicant (who is not a Direct Locum) and shall be due at the end of the month in which the Booking was completed;

• where a Client uses 'Direct Locums', the 'Direct Locums' Client Services Fee shall be the agreed monthly fee as set out in the Proposal;
• we may charge interest at an annual rate equal to four per cent above the official Bank Rate from time to time (as determined by the Bank of England’s Monetary Policy Committee), which shall accrue daily (both before and after any judgment) and shall be compounded quarterly. Payment of the Client Services Fee shall not be conditional upon the acts and/or omissions of the Locum in question, including the level or quality of services provided by the Locum; and
• we shall be entitled to suspend or terminate access to the Client Services in the event that any Client Services Fee is not paid when due.

B. For Clients using LAL Unlimited

• the Client Services Fee for LAL Unlimited shall be payable either monthly in advance or annually in advance as set out in the Proposal;
• unless otherwise stated in a Proposal or an Enterprise Agreement, the Client Services Fee is, subject to the below, based on the number of Contracted Users using the Services and Website and is payable for the entirety of the Initial Term and any Extended Term;
• we may on a monthly basis monitor and review the use of the Client Services and Website by the Client and Client Authorised Users. Where such a review shows that the number of Client Authorised Users of the Services and Website has been greater than the number of Contracted Users for that month, we shall be entitled to invoice the Client for the additional Client Authorised Users at the rates specified in the Proposal applying any discount in accordance with the relevant pricing tier specified in the Proposal;
• the Client agrees and accepts that the number of Client Authorised Users may not fall below the number of Contracted Users during the Initial Term and any Extended Term;
• without prejudice to any other rights or remedies we may have, if you fail to make any payment when due:
• we shall be entitled to suspend or terminate your access to the relevant Services in the event that the Client Services Fee is not paid when due;
• we may charge interest at an annual rate equal to four per cent above the official Bank Rate from time to time (as determined by the Bank of England’s Monetary Policy Committee), which shall accrue daily (both before and after any judgment) and shall be compounded quarterly; and
• where a Client uses 'Direct Locums', the Client Services Fee for the Client Services shall be the agreed monthly fee as set out in the Proposal.

Locum Users

Locum Users using our Locum Premium Services shall pay us the Locum Subscription Fees in accordance with the following terms:

• depending on the subscription choice made by the Locum User when registering with us, the Locum Subscription Fees shall be payable either monthly or annually in advance, starting on the Commencement Date and each 12 month or one month period thereafter.
• Locum Subscription Fees are non-refundable;
• without prejudice to any other rights or remedies we may have, if you fail to make any payment when due:
• we may charge interest at an annual rate equal to four per cent above the official Bank Rate from time to time (as determined by the Bank of England’s Monetary Policy Committee), which shall accrue daily (both before and after any judgment) and shall be compounded quarterly;
• we shall be entitled to suspend or terminate your access to the relevant Locum Premium Services.

Payment terms that apply in all cases

All amounts payable under the Agreement shall be exclusive of VAT or relevant local sales tax (if any) or any relevant local sales taxes which shall be paid at the rate and in the manner for the time being prescribed by law subject to receipt of a VAT invoice.

We may increase the Client Services Fees payable by a Client or the Locum Subscription Fees payable by a Locum User prior to the expiry of the Initial Term, or Extended Term, as the case may be. Any increase shall be notified to the Client or the Locum User at least one month before such fee increase shall take effect. In the event that you do not wish to agree to the increase to the relevant charges, you may terminate the Agreement by providing us with no less than 30 days’ written notice prior to the expiry of the Initial Term, or Renewal Term, as the case may be.

All amounts due under the Agreement shall be paid by the Client or the Locum User using the Locum Premium Services to us in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law or permitted below) or where there is a dispute as to the amounts payable.

Should either a Client or a Locum User have a bona fide dispute in respect of all or any part of any invoice(s), it shall notify us of the nature of that dispute in writing within thirty (30) days of receipt of the invoice giving the relevant details.

Following any such notice, the Client or the Locum User shall be entitled to withhold payment of the amount in dispute without interest but shall nevertheless pay the undisputed part(s) in accordance with these Terms. The parties shall cooperate in good faith to resolve any such dispute as amicably and promptly as possible and on settlement of the dispute the Client or the Locum User shall make the appropriate payment in accordance with these Terms.

10. Cancellations in relation to a Locum Marketplace Service

Clients may cancel a Session Notice at any point until any Applicant's details have been sent to the Client's Dashboard. The Client acknowledges and agrees that the Client Services Fee shall be payable in respect of any cancellation by it of a Session Notice following such details having been sent.

If an Applicant selected by a Client is prevented from attending a Booking as a result of the acts and/or omissions of the Client (including incorrect details provided in a Session Notice or any subsequent correspondence with the Applicant), this shall be deemed to be a cancellation and the Client Services Fee shall become payable when the Session (as scheduled) was due to be completed.

An Applicant may withdraw its Application at any time prior to receiving confirmation of a booking.

If an Applicant is unable to attend a Session which has been booked, it must notify the Client immediately. Cancellations made by an Applicant less than 28-days in advance of the Session are subject to a cancellation review and the Applicant may incur a £25 cancellation fee at our discretion. If the Applicant does not notify the Client at all, the cancellation fee shall be increased to £50 per Session.

The Applicant also acknowledges and agrees that any such cancellation or any failure to complete a confirmed Booking may be recorded on the Applicant's Profile and displayed to any Clients to which it makes an application to provide services.

If a Client is no longer able to offer a Session to an Applicant, it must notify the Applicant immediately. Cancellations made by a Client less than 28-days in advance of the Session are subject to a cancellation review and the Client may incur a £25 cancellation fee at our discretion. If the Client does not notify the Applicant at all, the cancellation fee shall be increased to £50 per Session.

11. Personal Data

In order for you to use our Website, we may collect and process your Personal Data. Where we act as a Data Controller of Personal Data, our use of such Personal Data shall be governed by our Privacy Policy.

If you provide Personal Data to us and that Personal Data relates to someone else, you warrant and represent to us that you have provided any required notices and obtained any required consents as may be required under Data Protection Laws so that we may lawfully use, process and transfer the Personal Data in accordance with these Terms and our privacy policy.

You agree to comply with all Data Protection Laws in respect of any Personal Data which we may transfer to you from time to time ("Locum Data"), including by:

• only using the Locum Data for the purposes of the Booking and for no other purposes whatsoever;
• implementing adequate security measures to protect the Personal Data from unauthorised access;
• without undue delay, complying with any data requests from individuals pursuant to their rights under Data Protection Laws concerning Locum Data; and
• notifying us without delay and in any event within 24 hours upon becoming aware of or having reasonable cause to suspect a personal data breach has occurred involving Locum Data.

Where Direct Locums and Locum Users are accepted by a Client for a Booking, both us and the Client will act as separate Data Controllers.

If and to the extent that we act as a Data Processor of any Personal Data on behalf of a Client, including in respect of the provision of the Client Services, unless otherwise agreed between the parties, the data processing terms set out in the Data Processing Agreement shall apply.

12. Intellectual Property

You acknowledge that we own or licence all legal rights, title and interest in and to our Website and our Client Services and Locum Premium Services, including any Intellectual Property Rights which subsist therein (whether those rights happen to be registered or not, and wherever in the world those right may exist) and that all Intellectual Property Rights in the Client Services and the Locum Premium Services (including source code in our Website and our proprietary software) belong to and shall remain vested in us (or where relevant our licensors).

Nothing in these Terms shall confer on you any right, title or interest in our Intellectual Property Rights (except the rights of use set out in these Terms).

You agree not to use any Intellectual Property Rights belonging to us or any third party unless you have valid written permission to do so. You agree not to alter, remove or obscure any proprietary notices (including copyright and trademark notices) which may appear in or be held within our Website.

In the event that your use of our Website, if used in accordance with these Terms, infringes any Intellectual Property Rights of a third party, we may, at our sole discretion and expense, replace or modify our Website so that it is no longer infringing or obtain for you the right to continue using our Website. This therefore constitutes your sole remedy in relation to any such infringement.

13. Term and termination

Term

Clients: The Agreement for the provision of the Client Services and any Additional Services to Clients shall commence on the Commencement Date and, unless terminated earlier in accordance with this clause, the Agreement shall continue for a fixed term as set out in the Proposal (Initial Term) and shall automatically extend for a further period equal to the duration of the Initial Term (Extended Term) at the end of the Initial Term and at the end of each Extended Term.

The Client may give written notice to us, not later than 60 days before the end of the Initial Term or the relevant Extended Term, to terminate the Agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.

Locum Users:

Locum Premium Services: The Agreement for the provision of the Locum Premium Services to Locum Users shall commence on the Commencement Date and, unless terminated earlier in accordance with this clause, the Agreement shall continue for a fixed term period (which may be a trial period) in accordance with the Subscription (Initial Term) and shall automatically extend for a further period equal to the duration of the Initial Term (Extended Term) at the end of the Initial Term and at the end of each Extended Term.

Locum Users using the Website on a free of charge basis may continue to use our Website until their agreement with us is terminated by us as set out in these Terms.

Trials:

Where we agree to provide you with any of our services on a trial basis in accordance with a Proposal or otherwise, unless you give us notice in writing prior to the end of the trial period that you wish to cease receiving those services, your Subscription will automatically renew and be extended for the full Subscription term and shall automatically extend for further periods equal to that Subscription term unless and until terminated in accordance with the above. In such case, you shall be liable and shall pay all fees in relation to your Subscription that may be due.

Termination

Clients: Without prejudice to any rights that have accrued under the Agreement or any of its rights or remedies, either us or a Client may at any time terminate the Agreement with immediate effect by giving written notice to the other party if:

• the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
• the other party commits a material breach of any term of these Terms or a persistent breach (being three (3) non-material breaches in any 3 consecutive months) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
• the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms and the Agreement; or
• the other party suffers an Insolvency Event.

Locum Users: We may at any time disable your User Account and Dashboard, and/or terminate the Agreement with you, at our sole discretion, and with no liability to you, if:

• you materially breach, or we have grounds to suspect that you have materially breached any provision of these Terms (or act in a manner which we believe shows that you do not intend to, or are unable to comply with these Terms);
• we are required to do so by law;
• the provision of our Website to you or to others, is, in our sole opinion, no longer commercially viable; or
• in the case of the Locum Premium Services, where you fail to make any payment when due.

Where you are not a Premium Locum User and there are no Bookings linked to your User Account, which have been agreed to but have not been completed, you may terminate this Agreement by disabling your User Account at any time.

A Premium Locum User may only terminate the Agreement by terminating through the platform to take effect at the end of the relevant Initial Term (which may be a trial period) or Extended Term as the case may be.

Following termination for any reason, we reserve the exclusive right and prerogative to retain, maintain, archive, protect, use or store any personal data or such information as we may receive from you, only for as long as is reasonable and (other than as described in more details in our Privacy Policy) strictly necessary to comply with our legal obligations, resolve disputes and enforce agreements.

On termination of our Agreement with you, the following clauses shall apply:

• the licence granted under this Agreement shall immediately terminate;
• you shall immediately pay any outstanding sums due in connection with your use of the Services or our Website;
• clauses 5, 9, 11, 12, 14, 15, 16 and 17 shall survive termination of this Agreement together with those clauses by their implication are intended to come into or continue in force after termination or expiry;
• a Client's right to receive the Services and a Locum Users right to use Premium Locum Services shall cease automatically;
• Clients shall immediately pay any outstanding invoices in respect of Services Fees that are not disputed together with any interest that may be due in respect thereof; and
• Locum Users shall immediately pay any outstanding invoice in respect of Locum Subscription Fees together with any invoice that may be due in respect thereof.

14. Claims and Indemnity

You shall indemnify us against any losses, damages, costs (including legal fees) (including any direct, indirect or consequential losses, loss of profit or loss of reputation) and expenses incurred by or awarded against us howsoever arising (“Losses”) as a result of:

• your breach of these Terms;
• your breach of Data Protection Laws
• your negligent or wrongful act; and/or
• in the case of a Client, the negligent or wrongful acts of its officers, employees, contractors or agents,
• provided that in each case (i) you shall not be liable to the extent that such Losses were caused or contributed to by the our negligent or wrongful acts or omissions, or breach of these Terms, (ii) we shall use all commercially reasonable endeavours to mitigate our Losses, and (iii) we shall notify and give you control over any claims by third parties for Losses provided that you act reasonably and in good faith in the conduct of such claims, having due regard to any representations made by us, acting reasonably regarding same.

__15. Limitation of liability __

Nothing in these Terms, including this clause 15 shall exclude or limit any warranty or liability to the extent that the same may not be lawfully excluded or limited by applicable law, including liability for fraud or for death or personal injury caused by negligence.

In respect of your use of our Website and/or our Services, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in these Terms (including implied warranties and conditions of or merchantability, fitness for a particular purpose and non-infringement) and no advice or information, whether oral or written, obtained by you from us or any of our subsidiaries, affiliates, officials, employees or personnel, or through or from your use of our Website and/or Services shall create any warranty not expressly stated in these Terms.

Any condition, warranty, representation or other term concerning our Website or Services, which might otherwise be implied into or incorporated in these Terms, or whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

• While we will use every effort to ensure that our Website is available to you, you expressly understand that some of the functions of our Website rely on an internet connection being sustained and the appropriate equipment being maintained. As such, you expressly understand and so agree that your use of our Website is 'as is' and 'as available'. In particular, we do not represent or warrant to you that:
• your use of our Website (including such use in conjunction with any other software) will meet your requirements, or that your use of our Website will be uninterrupted;
• the operation or functionality of our Website will be timely, secure or free from error defects;
• defects in the operation or functionality of our Website will be corrected, rectified or remedied; or
• any information obtained by you as a result of your use of our Website will be accurate or reliable. You agree and acknowledge that where we provide any form of software or service related to compliance with applicable laws and regulations, such services and/or software is a tool to facilitate compliance and accordingly we expressly exclude any liability howsoever arising relating to your compliance or non-compliance, as the case may be. You are responsible for your own compliance with those laws and regulations that may apply to you.

Any material downloaded or otherwise obtained from or accessed through your use of our Website is done so at your own discretion and risk, and you will be solely responsible for any damage, loss or prejudice to your computer system or other device or loss of data that result from the download or access of any such material.

You expressly understand and agree that we and our licensors shall not be liable to you for any loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of earnings, loss of use or corruption of software, data or information, loss of or damage to goodwill or indirect or consequential loss in connection with these Terms.

Subject to the terms set out above, our aggregate liability to you in respect of any loss or damage suffered by you and arising out of or in connection with these Terms by you or in connection with an Agreement shall not exceed the higher of the sum of £10 and the aggregate Locum Subscription Fees if you are a Locum User or Employee, and shall not exceed the aggregate Services Fees paid by you to us in the 12 months immediately preceding the date of the claim, if you are a Client.

You shall at all times take all reasonable steps to minimise and mitigate any loss suffered by you.

Terms & Conditions and Appendix Page 2