Client Terms and Conditions
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 which helps organisations with:
- Employee scheduling.
- Time & attendance tracking.
- Absence management; and
- Locum & Agency management
(Together the ‘Service’).
You are an organisation looking to use the Service (Customer and you) and by registering on our website, you confirm that you agree to be bound by the Website’s Terms and Conditions (‘Terms’) outlined below.
About these Terms & Conditions
These Terms, save for express notification to the contrary by us, form the standard terms and conditions for all contracts to be formed between you and us.
We will notify you if these Terms are varied.
These Terms shall prevail over any of your own terms and conditions.
Our agreement with you
- These Terms apply to the supply of the Service offered by us through the Website (‘Contract’).
- These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.
- Any variation of the Contract only has effect if it is in writing and signed by you and us.
- The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
- The Contract is between you and us. No other person has any rights to enforce any of its terms.
- All locum bookings should be done via the Website and each booking should constitute an assignment (Assignment).
- When you book a locum for an Assignment, you accept that any contract of employment or engagement between you and the locum or between you and an agency is your entire responsibility.
- When you invite anyone to Workflare, you accept that they may have access to available shifts from all organisations on the platform.
- In consideration of us providing the Service, you must pay the fee as detailed on the website.
- Any fee changes will be notified to you in writing at least one month before this is due to take effect.
- Payment for the Services is by direct debit or debit/credit card. Your designated payment method will be charged automatically each billing cycle.
- Invoice payments must be paid by the due date as stated on the invoice.
- The Service can be cancelled by us at any time on giving 30 days’ written notice.
- You accept that upon cancellation, you will NOT have access to any Workflare direct locums or Agency locums and will only have access to direct locums that you have invited to Workflare.
Liability and each party’s responsibilities
- We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Service for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
- We may have to suspend the supply of the Service if we must deal with technical problems on the Website or make technical changes to the Website.
It is your responsibility to ensure that:
- you cooperate with us in all matters relating to the Service; and
- you provide us with such information we may reasonably require to supply the Service and ensure that such information is complete and accurate in all material respects.
If our ability to perform the Service is prevented or delayed
by any failure by you to fulfil any obligation listed in Clause
4.3 (‘Your Default’):
- we will be entitled to suspend performance of the Service until you remedy Your Defaolt, and to rely on Your Defaolt to relieve us from the performance of the Service, in each case to the extent Your Defaolt prevents or delays performance of the Service; and
- we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Service.
We will not be liable to you, whether in contract, tort
(including negligence), for breach of statutory duty, or
otherwise, arising under or in connection with the Contract
- loss of profits.
- loss of sales or business.
- loss of agreements or contracts.
- loss of or damage to goodwill; and
- any indirect or consequential loss.
- Our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the fees payable under clause 2.
- This clause 4 will survive termination of the Contract.
Liability and each party’s responsibilities when managing locums
& agencies through the Website
We will use reasonable endeavours to ensure the suitability of
any locum registered with us on the Website by obtaining
confirmation of the following:
- locum’s identity.
- experience, training, qualifications, and any other authorisation considered necessary, or which the locum needs to have by law or by the requirements of any professional body, such as the GPhC in order to carry out the work; and
- willingness of the locum to work in the position which you seek to fill.
- Notwithstanding the above, you should satisfy yourself as to the suitability of the locum for the position you seek to fill before engaging such locum.
- It is your entire responsibility to ensure the suitability of any locum not registered with us on the Website, whether introduced by you, an agency, or otherwise.
- It is your responsibility for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any locum, and satisfying any medical and other requirements, qualifications or permission required the law of England and Wales.
- It is your responsibility to ensure that the premises in which the locum will work comply with the standard laid down in the GPhC’s Medical Ethics and Practice Guide and with all other relevant statutory requirements and guidelines and is suitable for the purposes of employment. We accept no liability for any loss resulting from non-compliance with this provision.
- It is your responsibility to maintain full professional indemnity insurance cover with a good and reputable insurance company. We accept no liability for any loss resulting from non-compliance with this provision.
- We accept no liability for any loss or damage, whether to property, loss of profits or for any injury caused to any person, resulting from the acts or omissions of the locum whether these acts or omissions were fraudulent, negligent or through any other cause.
- It is your responsibility to pay locums for shifts they have worked with your organisation.
- It is your responsibility to pay agencies for shifts they have sourced a locum for with your organisation.
- You accept that without a subscription, you will NOT have access to any Workflare direct locums or Agency locums and will only have access to direct locums that you have invited to Workflare.
- This clause 5 will survive termination of the Contract.
- We will use reasonable endeavours to ensure the suitability of any locum registered with us on the Website by obtaining confirmation of the following:
Events outside our control
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (‘Event Outside Our Control’)
If an Event Outside Our Control takes place that affects the
performance of our obligations under the Contract:
- we will contact you as soon as reasonably possible to notify you; and
- our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
Confidentiality and Data protection
- You must keep the terms of this Contract and our ongoing business relationship confidential. The details of individual locum shall not be forwarded on to any prospective employer of the locum nor may the details be used to arrange employment.
No partnership or agency
- Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter any commitments for or on behalf of any other party.
- Each party confirms it is acting on its own behalf and not for the benefit of any other person.
- If any provision or part-provision of this agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
- If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable, and, to the greatest extent possible, achieves the intended commercial resolt of the original provision.
Assignment and transfer
We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you by posting on the Website if this happens.
If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later defaolt by you.
These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions or its subject matter or formation.
Please make clear that we are not involved with the relationship between the organisation and the agency, and that this is solely an agreement between those 2 parties.