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"). Before registering with us you must agree to accept all the terms of these Terms. Any person who does not agree to these Terms, or who ceases to agree to the terms of these Terms must not use our Services.
Where Clients have 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 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 so far as they apply to their use of the Website. 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. Additional information about the Services provided are set out at Appendix A.
If you have any questions about these Terms you can contact us at: firstname.lastname@example.org.
The following words will have the following definitions in these Terms:
• Agreement: the agreement between us and each Client for the supply of Services in accordance with these Terms and any Proposal.
• Agency Locum: a Locum engaged by the Client directly via a recruitment agency. • Applicant: a Locum 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.
• Authorised Users: those employees, agents and independent contractors of a Client who are authorised by the Client to use the Services.
• Booking: the attendance by the Successful Applicant to provide services in accordance with the Session Notice.
• Client: a client registered with our Website.
• Commencement Date: the date of commencement of provision of the Services to a Client as set out in the Proposal.
• 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: has such meanings given to them under Data Protection Laws.
• 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 or Locum 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 Services and who has registered with our Website.
• Insolvency Event: in relation to either Party, that it becomes insolvent or unable to pay its debts as they fall due 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: a locum healthcare professional who has registered with our Website (including those locums designated as 'Direct Locums').
• Locum Booking 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.
• Permanent Recruitment Service: the provision of our platform for the posting of permanent job opportunities by Clients in accordance with Part D of these Terms.
• Personal Data: has such meaning given to it under Data Protection Laws.
• Profile: the profile set up by a Locum 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 Services Fee, as the issued by Us to the Client and to which these Terms apply.
• Services: means such of the Locum Booking Service, the Permanent Recruitment Service and Workforce Management Service (and any services which are incidental or ancillary to such services) provided by us as have been ordered by the Client, including as set out in the Proposal.
• Services Fee: the fee payable for the relevant Services as set out in the Proposal, or in the case of Locum Booking Services £20 + VAT, and which may be amended from time to time in accordance with the provisions of clause 7.
• 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.
• Site: the premises of the Client in respect of which the Client will use the Services.
• Submit: uploading on to your Dashboard (and "Submitted" and “Submitting” shall be construed accordingly).
• Subscriptions: the subscriptions purchased by the Client as set out in the Proposal entitle Authorised Users to access and use the Services.
• 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.
• User Details: any information provided by a Locum including but not limited to details of identity, availability, qualifications and references.
• Workforce Management Service: the provision of our proprietary workforce management platform for Clients registered on the platform to manage their workforce, helping them to identify their resourcing needs, spot trends, schedule shifts and pay locums.
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".
- 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.
- User Accounts
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 our 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 providing our Services, 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: email@example.com.
If you are a Locum 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 you acknowledge and agree that we may use a third party to conduct identity checks. The Client shall report any faults in the Website or the Services promptly to us.
- Licence to use our Website
In exchange for you agreeing to fully comply with and be bound by these Terms (and, if you are a Client, subject to payment of the Services Fee), we hereby grant you a non-exclusive, non-assignable, non transferable, non-sub-licensable license to use our Website for the purposes set out in clause 5 above, at the Sites as listed in your Dashboard and in accordance with these Terms.
There are some things which you are not entitled to do on our Website. You agree not to 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 will 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; (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.
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 Locums 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.
- 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 the Employees and Direct Locums to the extent required by us to provide the Services; and
• you will only use the Services in connection with the Sites 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 with respect and provide safe working conditions for the Locum 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 directly or indirectly once the Session has been completed, for the purposes of offering that Locum any further locum or permanent work.
The nature of the contractual relationship between the Client and the Locum is a matter to be determined solely by the Client and the Locum. The Client agrees, however, that it shall be solely liable to pay the Locum in accordance with any terms agreed with the Locum and to make any other payments due at law in connection with the Booking. No liability for payment to the Locum 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 Locums and if any of those Locums 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 Services and provide us with such information and materials as we may reasonably require in order to supply the Services and ensure that all information provided to us at any time is complete and accurate in all material respects.
- Locum Obligations
If you are registering as a Locum, 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 indemnity insurance in place;
• you have never been disqualified from acting as a healthcare professional in any country; 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; and
• are not aware of any reasons why you would be unable to fill or prevented (whether at law or otherwise from filling) the Booking in accordance with the Session Notice; and
• 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.
- Our Responsibilities
Our Services are to act as a communications platform. While we take steps to confirm the identity of Locums 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 supplied nor do we supervise the services provided by any Locum. To the fullest extent permitted by law, we exclude any liability for the acts and/or omissions of any Locum in connection with any Booking, including relating to any cancellation by, 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 Locums, 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 Session. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF OUR WEBSITE AND SERVICES IS SOLELY AND ENTIRELY AT YOUR OWN RISK.
We cannot, and do not, guarantee or warrant, in any way, that Locums 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 arising 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 fullest amount permitted at law, we accept no liability whatsoever.
- Services Fees
Clients shall pay us a Services Fee for use of our Website and the provision of the Services as set out in their Proposal, in accordance with the following terms:
A. For Clients using the Locum Booking Service:
• the Services Fee 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' Services Fee shall be the agreed monthly fee as set out in the Proposal
• we shall be entitled to charge interest at the rate of 8% above the lending rate of the Bank of Ireland from time to time if the Services Fee is not paid by the due date;
• payment of the 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 our Services in the event that any Services Fee is not paid when due.
B. For Clients using the Workforce Management Services
• the Services Fee shall be payable either monthly in advance or annually in advance as set out in the Proposal;
• we shall be entitled to suspend or terminate your access to the relevant Services in the event that the Services fee is not paid when due;
• we shall be entitled to charge interest at the rate of 8% above the lending rate of the Bank of Ireland from time to time if the Services Fee is not paid by the due date; and
• where a Client uses 'Direct Locums', the Services Fee for the Services shall be the agreed monthly fee as set out in the Proposal.
All amounts set out in the Proposal and 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 Services Fees payable by a Client at any time. Any increase shall be notified to the Client at least one month before such Services Fee increase takes effect.
All amounts due under the Agreement shall be paid by the Client 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 where there is a dispute as to the amounts payable. Should Client 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 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 shall make the appropriate payment in accordance with these Terms.
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 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 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 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.
- Personal Data
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 Locums 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 Workforce Management Service, unless otherwise agreed between the parties, the data processing terms shall apply.
Clients hereby agree to indemnify us from any claims, liability, loss or damage, costs and expenses (including legal expenses) awarded or incurred against or paid by us as a result of any breach by the Client of any Data Protection Laws.
- Intellectual Property
You acknowledge that we own or licence all legal rights, title and interest in and to our Website and our 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 Services (including source code in our Website) 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.
- Term and termination
Clients: The Agreement for the provision of the 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 30 days before the end of the Initial Term or the relevant Extended Term, to terminate this agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.
Locums: Locums may continue to use our Website until their agreement with us is terminated by us as set out in these Terms.
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.
Locums: We may at any time disable your User Account and Dashboard, and/or terminate this Agreement, at our sole discretion, and with you 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; or
• the provision of our Website to you or to others, is, in our sole opinion, no longer commercially viable.
Provided that 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.
On termination of this Agreement, 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, 8, 10, 11 and 15 shall survive termination of this Agreement;
• a Client's right to receive the Services shall cease automatically; and
• 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.
The Client shall indemnify us against any direct losses, damages, costs (including legal fees) and expenses incurred by or awarded against us as a result of the Client's breach of these Terms (Losses) howsoever arising or any negligent or wrongful act of the Client, its officers, employees, contractors or agents provided that (i) the Client 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 the Client control over any claims by third parties for Losses provided that the Client acts reasonably and in good faith in the conduct of such claims, having due regard to any representations made by the us acting reasonably regarding same.
- Limitation of liability and indemnity
Nothing in these Terms, including this clause 12 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 its 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 terms 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; and/or
• any information obtained by you as a result of your use of our Website will be accurate or reliable.
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 sum of £10 if you are a Locum 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.
You agree to indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit or 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 any breach of this Agreement by you.
Each party undertakes that it shall not at any time during an Agreement, and for a period of two years after termination or expiry of an Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.
Each party may disclose the other party's confidential information:
• to any person who needs to know such information for the sole purpose of exercising the party's rights or carrying out its obligations under or in connection with an Agreement. Each party shall ensure that any person whom it discloses the other party's confidential information comply with this clause 13; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with an Agreement.
Each party on termination of an Agreement return to the other Party, all materials containing the other party’s confidential information.
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/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/Employee 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 /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 7 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 engages a Locum for a permanent or fixed term contract, a fee shall be due to Locate a Locum equal to 15% of the Locums gross annual salary. Where the Locums gross annual salary is not known a flat fee of £5000 + VAT will be charged to the Client.
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), or in the event of a national emergency or terrorist intervention.
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 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 agreeing to enter this 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 Northern Ireland and the parties hereby submit to the exclusive jurisdiction of the courts of Northern Ireland 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; (iii) and 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.
Is there a fee for Locums to use Locate a Locum?
There is no fee for Locums to use our Website.
Locum Booking Service
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.
Permanent Job Service
We provide a service to all Clients whereby they may advertise open positions for permanent employment roles on our Website. For more information on this please contact firstname.lastname@example.org. All of our Terms relating to the advertising by a Client of a Session Notice shall apply equally to all advertising for permanent positions.
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 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.