16. Confidentiality

Without prejudice to each party’s other rights and remedies, each party shall treat as confidential any Confidential Information of the other and shall not divulge such Confidential Information to a third party nor make any use of such Confidential Information (other than in performance of an Agreement or these Terms) without the other’s written consent provided that this clause will not apply to information which:

• at the time of disclosure is in the public domain;
• after disclosure becomes part of the public domain otherwise than by breach by a party of the provisions of these Terms;
• was already in the possession of the receiving party at the time of disclosure;
• was received by the receiving party after disclosure from a third party who was not required to hold it in confidence; or
• is trivial and/or obvious.

Nothing in these Terms shall prevent a party from disclosing Confidential Information:

• to those of its officers and employees reasonably required to have the same in order for such party to perform its obligations under this Agreement provided that such party shall procure that such officers and employees comply with the provisions of this clause;
• to its solicitors, accountants, surveyors, insurers and other professional advisors under an obligation of confidentiality; and
• as is required to be disclosed by a party by an order of any court of competent jurisdiction or in connection with any proceedings of any such court or otherwise by force of law or regulation having the force of law or the rules of any regulatory authority.

The Client permits us to make reference to the Client as a user of the Services in our marketing materials.

17. General

Nothing in these Terms shall create or be deemed to create a partnership or the relationship of employer and employee between you and us. Nothing in these Terms shall create any mutuality of obligation between you and us.

As set out previously herein, we cannot, and do not, guarantee or warrant that by availing of the services provided by our Website you will be provided with work in a Client, or any work.

It is matter of agreement between the Client and the Locum User/Employee as to the nature of the legal relationship between them and who is responsible for the payment of taxes or other statutory contributions that may arise as a result of that relationship.

The Client and the Locum User/Employee each agree to indemnify us on demand for any losses, expenses and/or costs incurred by us as a result of a failure of either the Client or the Locum Users/Employee to make payment of sums due to be paid pursuant to the agreement for services or other agreement entered into between them including any payments to be made pursuant to clause 9 and the Proposal.

If during the term of an Agreement and for a further period of 12 months following termination of an Agreement, a Client that is or was a Locum Marketplace Service client engages a Locum User for a permanent or fixed term contract, a fee shall be due and payable to Locate a Locum equal to 15% of the Locums gross annual salary.

Where the Locum’s gross annual salary is not known a flat fee of £5000 + VAT will be charged to the Client and the Client agrees to pay the same.

You shall not assign, transfer or sub-license any of your rights or obligations under these Terms, other than to members of the same group of companies and other than as expressly provided for in these Terms.

We may at any time assign all or any of our rights and transfer all or any of our obligations under these Terms.

Failure or neglect by us to enforce any of the provisions of these Terms at any time shall not be construed or deemed to be a waiver of our rights, nor shall this in any way affect the validity of the whole or any part of these Terms, nor prejudice our rights to take subsequent action.

We shall not be liable to you in the event that we are unable to perform any of our obligations under these Terms owing to circumstances beyond our reasonable control, including (but not limited to) acts of god, governmental actions, an outbreak of hostilities (whether war is declared or not), in the event of a national emergency or terrorist intervention, failure of telecommunications networks, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections or default of suppliers or sub-contractors.

If any part of any provisions of these Terms shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provisions and all other provisions of these Terms shall continue to be valid and enforceable to the fullest extent permitted by law.

These Terms, together with any Proposal, represent the entire agreement between you and us in relation to the subject matter of these Terms and neither of you nor us has relied upon any statement or representation made by the other in connection with these Terms or an Agreement.

Any notice given to a party under or in connection with these Terms shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email to an address that a party has been notified of. Any notice shall be deemed to have been received if by hand when delivered, if by first class post 48 hours following posting and if by email when such email is sent. These Terms do not give rise to any rights to any third party under the Contracts (Rights of Third Parties) Act 1999.

These Terms shall be construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales to settle any disputes which may arise in connection with these Terms.

APPENDIX A – ADDITIONAL INFORMATION

What is Locate a Locum?

Locate a Locum is in the business of providing a web and mobile based platform to help healthcare professionals find healthcare providers who want to engage their services, and healthcare providers find healthcare professionals who want to provide services.

There are two main ways of using our platform:

Locum Booking: We provide a communications platform that allows healthcare professionals to find and manage locum work and clients to send shifts to their locums, meet new locums, perform compliance and run payroll.

Workforce Management: we provide a software platform for clients registered on the Workforce Management platform to manage their workforce and Direct Locums, helping them to identify their resourcing needs, spot trends, schedule shifts and pay Locums.

How do I set up my user account and profile?

If you want to use our Website you must set up a User Account (and Profile, for Locums and Employees). To do this you will be required to provide us with certain information, which may include details of your identity, availability, qualifications and references. Any information which you provide us with in when you set up your User Account and/or Profile and any updates or other details you provide us with from time to time, altogether any such details, "User Details".

How do I use Locate a Locum?

You may only access our Website using your Dashboard; and if you are a Client: subject to the Services you have selected in your Subscription, your Dashboard may only be used to: (i) submit Session Notices solely for the purpose of finding a Locum/Direct Locum willing to provide the services requested, to select the Successful Applicant; (ii) create and communicate employee schedules and submit Session Notices internally to Employees; and (iii) place job advertisements for permanent positions in your Client.

If you are a Locum or Employee: you may only use your Dashboard to update your Profile, to update your availability, to receive Session Notices (and Rotas where your Client employer has subscribed to Workforce Management Services) and to apply to provide the services requested. Services

Locum Marketplace Service (Booking)

The Locum Booking Service works as follows:

• Healthcare professionals can register with the Website and designate Criteria (which sets out the type of Session Notices they want to receive).
• If a Client has an available Session, they may submit a Session Notice. The Session Notice shall only be sent to Locums whose Criteria match the relevant details in the Session Notice.
• If a Locum wishes to provide the services in accordance with the Session Notice, they may submit an Application. Profiles of the Applicants will be sent to the Client's Dashboard.
• The Client may then use the Dashboard to select the Successful Applicant, and confirmation will be sent to the Successful Applicant.
• If you are an Employee you will not have access to the Locum Booking Service (save in circumstances where you have registered a separate Locum Booking account). However, if you are registered with the Website you will have access to the Workforce Management Service (see below), allowing you to view and amend Client rotas.

LAL Unlimited: Workforce Management Service

The Workforce Management Service allows Clients to manage rotas for Employees, Agency Locums, Direct Locums and Locums and works. If you are a Client you can use the Workforce Management Service to enter the staff rotas for each of your Clients.

The Locum Coordinator can collect this information and fill any gaps there may be with a Locum/Direct Locum. All Authorised Users belonging to a Client who have registered with our Website may view and amend rotas using the Workforce Management Service.

Locum Premium Service

The LAL Pro subscription service streamlines locum financial management, offering a centralised platform (app) to easily create, send, and track invoices. It automates expense tracking, categorising locum spending instantly. Manages payments effortlessly, ensuring locums get paid accurately and on time.

Additional services

Managed Payment Service

The Managed Payment Service allows consolidation across invoicing and payment to ensure Locums are paid correctly and on time. Locate a Locum distributes payments to Locums on behalf of the employer.