Marketplace Terms and Conditions

Abouts Us

We are GIDI Solutions Limited (company number 13053184 with registered office at 23 Middleton Park Circus, Leeds, England, LS10 4LX) (we and us). We operate the website workflare.com (‘Website’). Our Website provides a platform that allows Workflare Marketplace Agencies (Agency) to introduce locums to organisations (Organisation and Client) for the purposes of filling temporary work placements (Service).

You are an Organisation or Agency and by enabling the Marketplace feature on the Workflare Website, you confirm that you agree to be bound by the Marketplace Terms and Conditions outlined.

About these Terms & Conditions

These Terms and Conditions, save for express notification to the contrary by us, form the standard terms and conditions for all contracts to be formed between the Organisation, the Agency and us.

We will notify you if these Terms and Conditions are varied.

These Terms and Conditions shall prevail over any of your own terms and conditions.

Agreed Terms

Interpretation

Affiliate means, in relation to a Party, any person that Controls, is Controlled by, or is under common control with that Party;

Agreement means this Agreement, including any Assignment Letter;

Assignment means the period during which the Locum is engaged by the Client or any Affiliate of the Client;

Assignment Fee means the payment as set out in clause 2.1;

Assignment Letter means the letter from the Agency to the Client setting out the basic terms of the Assignment;

Claims has the meaning given in clause 7.6;

Control means, in relation to a Party, direct or indirect beneficial ownership of more than 50% of the share capital, stock or other participating interest carrying the right to vote or to the distribution of profits of that Party, as the case may be;

Engage(s) (or Engagement or Engaged) means the employment, hire or other use, directly or indirectly and whether under a contract of service or contract for services or otherwise, and/or whether on a permanent, temporary or another basis, of a Locum;

Introduce (or Introduction) means the provision to the Client of a curriculum vitae or any other details, whether written or oral, of a Locum;

Introduction Fee means the payment as set out in clause 3.8;

GPhC means the General Pharmaceutical Council;

Locum means a person Introduced by Agency to the Client in respect of an Assignment;

Losses has the meaning given in clause 7.6;

Party (or Parties) means Workflare, Agency or Organisation, and ‘Party’ will mean either one of them;

Receiving Party has the meaning given in clause 5;

Services means the Introduction of Locums to the Client for roles that the Client or its Affiliates have notified to Agency; and

Supplying Party has the meaning given in clause 5.

Terms

Services
1. Agency will provide the Services to the Client in consideration of the Client paying the applicable Assignment Fee to Agency, subject to the terms and conditions of this Agreement.
2. Agency will use reasonable endeavours to Introduce to the Client a Locum suitable to carry out work of such nature as the Client notifies to Agency. Agency does not represent, warrant or undertake to find a suitable or any Locum for each role notified to it by the Client.
Fees and payment
1. The Client will pay an Assignment Fee to Agency in respect of each Locum Engaged by the Client. The Assignment Fee is £15 per day for each day or part-day of the Assignment or such period when the Locum is Engaged by the Client.
2. Agency shall issue the Client with an invoice at the end of each month in respect of the Assignment Fees payable in respect of Locums that have been Introduced by Agency and have Engaged by the Client during the preceding month. Invoices are payable by the Client within 30 days of the date of the invoice.
3. The Assignment Fee is for the Introduction of Locums only and does not include any salary or other remuneration due to any Locum. The Client is responsible for any payment agreed between the Locum and the Client to be paid to the Locum. Unless the Locum is genuinely self-employed, it is the Client's responsibility to account for any tax and national insurance contributions attributable to the Locum.
4. If the Client has a bona fide dispute in respect of all or any part of any invoice(s) issued by the Agency, the Client shall notify the Agency of the nature of that dispute in writing within 15 days of the date of the invoice, giving Agency the relevant details. Following any such notice, the Client shall be entitled to withhold payment of the amount in dispute, without incurring interest, until such time as Agency has been able to investigate the issue. The Client shall nevertheless pay the undisputed part(s) of the invoice in accordance with this Agreement. The parties shall cooperate in good faith to resolve any such dispute as amicably and promptly as possible and the Client shall make the appropriate payment in accordance with this Agreement as soon as possible.
5. The Client accepts that Agency Introduces Locums to the Client and the Client accepts that Agency is not responsible for any loss or costs that are incurred if the Locum does not fulfil a booking that they have accepted or does not fulfil a booking to the satisfaction of the Client. If an Agency does not fulfil a booking or is not acceptable to the Client, the client should contact Agency as soon as possible, and in any event within 24 hours, by phone or email. Agency will make every effort to provide a replacement Locum as soon as possible. In such circumstances, the Assignment Fee is payable by the Client only for the days in which the Locum provides services.
6. If the Client cancels any booking within 14 days of the date when the Locum is due to start an Engagement, the Client shall be liable to pay the Assignment Fee in respect of the first day of the Engagement.
7. All amounts stated are exclusive of VAT, which will be charged in addition to the rate in force at the time the Client is required to make payment.
8. If the Client does not make any payment by the date provided for in this Agreement by the date it is due, Agency will be entitled to:
  1. charge interest on the outstanding amount at the rate of 8% a year above the base rate of the Bank of England, accruing daily;
  2. require the Client to pay, in advance, for any Services (or any part of the Services) that have not yet been performed; and
  3. not perform any further Services (or any part of the Services), and the Client shall indemnify Agency for all legal costs and expenses it incurs in seeking to collect such overdue invoices from the Client.
9. If Agency has bonafide doubts as to the solvency of the Client, or if the Client fails to pay undisputed invoices in accordance with the terms of this Agreement, all sums payable to Agency by the Client under this Agreement or otherwise shall become due and payable immediately without Agency being required to provide any further notice to the Client and Agency shall be released from its obligation to continue to provide the Services, other than as determined by Agency and on such terms as Agency shall determine.
Client’s obligations and acknowledgements
1. The Agency will obtain information for each Locum as follows:
  1. verification of professional registration where relevant;
  2. copies of accreditations that the Locum advises Agency of;
  3. certificates for any experience or training qualifications that the Client notifies to Agency in writing that it requires; and
  4. the right to work in the UK.
  All information obtained can be provided for review by the Client (subject to the Locum’s approval).
2. The Client will notify Agency immediately on the occurrence of the first of the following events:
  1. a Locum accepts an offer of Engagement from the Client; or
  2. the commencement of an Engagement by a Locum.
3. By agreeing to Engage or make use of a Locum in any way, the Client will be liable for the Assignment Fee and, if applicable, any other fees set out in this Agreement.
4. The Client:
  1. confirms that it is not aware of anything that will cause a detriment to the interests of the Locum or the Client if it Engages that Locum to fill a vacancy; and
  2. will inform the Agency immediately if it becomes aware of any circumstances which would render such Engagement detrimental to the interests of the Locum or the Client.
5. The Client accepts that during any Assignment or whilst a Locum is Engaged by the Client, the Client is responsible for complying with all statutes, laws and regulations in respect of the Locum including, for the avoidance of doubt the Working Time Regulations 1998, all Health and Safety laws and obligations, bye-laws, codes of practice and legal requirements to which the Client is ordinarily subject to in respect of its own staff, including the provision of adequate employers and public liability insurance cover for the Locum.
6. If the Client effectively Introduces any Locum to any third party, whether directly or indirectly, including any Affiliate of the Client, and that Introduction results in an Engagement of the Locum by that third party, the Client will:
  1. immediately notify Agency of the Engagement; and
  2. pay to Agency an Introduction Fee, unless the Engagement occurs more than six months after the later of:
    1. the Introduction of the Locum to the Client by Agency; or
    2. the date of the Locum’s last interview with the Client; or
    3. the last date on which the Locum was Engaged by or on behalf of the Client.
7. The Client undertakes not to employ or seek to employ any member of the Agency's staff. If any member of the Agency's staff nevertheless accepts an Engagement within six months of leaving the Agency's employment, the Client will pay an Introduction Fee to the Agency as if that member of staff had been introduced to the Client by the Agency.
8. If the Client Engages the Locum as an employee or as a self-employed contractor directly or through any third party, the Client will:
  1. immediately notify Agency of the Engagement; and
  2. pay to Agency an Introduction Fee, unless the Engagement occurs more than six months after the later of:
    1. the Introduction of the Locum to the Client by Agency; or
    2. the date of the Locum’s last interview with the Client; or
    3. the last date on which the Locum was Engaged by or on behalf of the Client.
9. The Introduction Fee shall be the higher of:
  1. 25% of the annual salary or annual fee payable to the Locum; or
  2. £20 for every day the Locum is contracted or otherwise expected to work for the Client, the Affiliate of the Client, or the third party.
Confirmation of Assignment
1. The booking of a Locum is deemed as confirmed as soon as Workflare provides Agency with confirmation (either by phone or email) accepting the Locum for the Engagement. Any subsequent cancellation must be in writing and will be subject to the payment of such Assignment Fee as set out in this Agreement.
2. Upon receiving confirmation of the booking from the Client, Agency will send confirmation of the Assignment to both the Locum and the Client providing details of the location, rate, contact details and any expenses that have been agreed upon.
Confidentiality
1. All Introductions are confidential. All work undertaken by Agency for the Client in respect of the Introduction of a Locum to the Client will be for the private and confidential use of the Client only and should not be reproduced in whole or in part or relied upon by third parties for any use whatsoever, without the express written authority of Agency.
2. Each Party (‘Receiving Party’) will keep the confidential information of the other Party (‘Supplying Party’) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party will only use the confidential information of the Supplying Party for the purpose and for performing the Receiving Party’s obligations under this Agreement. The Receiving Party will inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this clause 5.2, and ensure that the Receiving Party’s officers, employees and agents meet those obligations.
3. The obligations set out in this Clause will not apply to any information that:
  1. was known to or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;
  2. is, or becomes, publicly available through no fault of the Receiving Party;
  3. is provided to the Receiving Party without restriction on disclosure by a third party who did not breach any confidentiality obligations by making such a disclosure;
  4. was developed by the Receiving Party, or on its behalf by a third party who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or
  5. is required to be disclosed by order of a court of competent jurisdiction.
4. The obligations in this clause 5 will survive termination of this Agreement.
Data protection
The parties will comply with their respective obligations under the General Data Protection Regulation (GDPR) and the Data Protection Act 2018, or other applicable data protection legislation.
Warranties, liability and indemnities
1. The Client accepts and agrees that Agency gives no warranty as to the suitability of any Locum for any vacancy.
2. Neither Agency nor any of its staff will be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with the Introduction to or the Engagement by the Client of a Locum, unless such loss, damage, costs or expenses are the direct result of the negligent acts or omissions of Agency. In particular, but without limiting the generality of the foregoing, Agency will not be liable for any loss, injury, damage, expense or delay arising from or in any way connected with:
  1. any failure of the Locum to meet the Client's requirements for all or any of the purposes for which the Locum is required by the Client;
  2. any act or omission of a Locum, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; or
  3. any loss, injury, damage, expense or delay suffered by a Locum.
3. Except in the case of death or personal injury caused by Agency's negligence, the liability of Agency under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever will not exceed the Assignment Fee(s) paid or due to be paid by the Client to Agency in respect of the relevant Locum.
4. Neither Party will be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this clause 7.5 will not apply to clause 7.6.
5. The Client will indemnify and hold harmless Agency from and against all claims and losses arising from loss, damage, liability, injury to Agency, its employees and third parties, by reason of or arising out of:
  1. any loss, injury, expense or delay suffered or incurred by a Locum, however, caused, and/or
  2. any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Locum, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise, that arise directly or indirectly out of or in any way connected with arising out of or in any way connected with the Introduction, Engagement or use of a Locum, the withdrawal by the Client of a vacancy, any information supplied by the Client to Agency or the Client's breach of these Terms and Conditions. ‘Claims’ will mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise), and ‘Losses’ will mean all losses including, without limitation, financial losses, damages, legal costs and other expenses of any nature whatsoever.
6. Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law. Nothing in this Agreement excludes liability for fraud.
Termination
1. Without prejudice to the other remedies or rights, a Party may have, either Party may terminate this Agreement, at any time by turning off the “Marketplace Agency” feature on Workflare.
General
1. Neither Party will have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement that result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances will promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six months, either Party may terminate this Agreement by written notice to the other Party.
2. No amendment or variation of this Agreement will be valid unless confirmed as agreed, in writing, by an authorised signatory of each Party.
3. Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.
4. This Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
5. No failure or delay by Agency in exercising any right, power or privilege under this Agreement will impair the same or operate as a waiver of the same nor will any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
6. This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
7. If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
8. No Party will issue or make any public announcement or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms. However, no Party will be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.
Interpretation
1. In this Agreement, unless the context otherwise requires:
  1. words importing any gender include every gender;
  2. words importing the singular number include the plural number and vice versa;
  3. words importing persons include firms, companies and corporations and vice versa;
  4. references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
  5. reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
  6. any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
  7. the headings to the clauses, paragraphs of and schedules to this Agreement are not to affect the interpretation;
  8. any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by-law made under that enactment; and
  9. where the word ‘including’ is used in this Agreement, it will be understood as meaning ‘including without limitation.
Applicable law and jurisdiction
The validity, construction and performance of this Agreement is be governed by English law and will be subject to the exclusive jurisdiction of the English courts to which the Parties submit.
Third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.