(a) PCB Global Tech Limited (trading as Hirely Health and referred to in these Terms of Business as "Hirely Health") operates an online platform via https://gethirely.com (the "Platform") and other channels. The Platform, amongst other things, allows recruitment agencies to upload vacancies, search candidate profiles, match with candidates and interact with candidates by sending and receiving direct messages, with the objective of placing those candidates into permanent or temporary vacancies with those agencies’ clients.
(b) The recruitment agency named in the Quotation Document (the "Agency") wishes to use the Platform to connect with candidates. Hirely Health shall provide the Agency with access to the Platform as further described in Schedule 1, in exchange for the payment of the Charges.
Affiliate: means, in respect of an entity:
(a) any of the entity's subsidiaries, group companies, associated undertakings;
(b) any entity which shares any ownership or control with the entity;
(c) any of the entity's directors, officers, employees, agents or representatives; or
(d) any entity which is under the control of any of the entity's directors, officers, employees, agents or representatives.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Candidate: a job-seeking candidate using the Platform to find employment.
Charges: the charges payable by the Agency for the supply of the Services by Hirely Health, as set out in the Quotation Document and clause 11.
Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 16 (General) (inclusive).
Contract: the contract between the Agency and Hirely Health for the supply of the Services comprising the Quotation Document, these Conditions and any Schedules and in the event of any conflict or ambiguity between the terms of the documents listed, priority shall be given in that order.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, 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 Fee: an ongoing fee in respect of each Placement on a locum or non-permanent basis or fixed term appointment equal to or less than three months in duration, payable per hour billed in respect of that Candidate, in accordance with clause 11.
Placement: any form of employment, temporary employment, contracting or other use of Candidate by a client of the Agency, the Agency itself or any Affiliate of the Agency or of a client of the Agency that is sourced through the Platform or the Services:
(a) whether on a permanent, fixed-term, temporary, locum or non-permanent basis; and
(b) whether as an employee, contractor, or provided though any intermediary, company or agency; and
(c) whether or not the work is carried out under a written contract.
Placement Fee: a one-off placement fee in respect of each Placement on a permanent or substantive basis or fixed term appointment greater than three months in duration, which shall be payable in accordance with clause 11.
Platform: has the meaning given in the background provisions above.
Representatives: the representatives of each Party identified in the Quotation Document.
Quotation Document: a written quotation provided by Hirely Health to the Agency, which is signed by authorised representatives of both Hirely Health and the Agency.
Services: the services to be provided by Hirely Health to the Agency as described in Schedule 1.
Services Start Date: the date on which Hirely Health is to start provision of the Services to the Agency, as set out in the Quotation Document.
Subscription Fee: an ongoing subscription fee (if applicable) in respect of the Agency's use of the Platform and receipt of the Services, payable in accordance with clause 11 and the Quotation Document.
(a) is a reference to it as amended, extended or re-enacted from time to time; and
(b) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 16.3; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Hirely Health agrees to make available Candidate Personal Data to the Agency in the UK. The Agency agrees to use Candidate Personal Data within the UK on the terms set out in this Schedule.
The following additional definitions apply in this Schedule.
Agreed Purpose: has the meaning given to it in clause 2 of this Schedule.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner and applicable to a party.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
Personal Data Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Candidate Personal Data.
Special Categories of Personal Data: the categories of Personal Data set out in the Data Protection Legislation.
Subject Rights Request: the exercise by a data subject of their rights under the Data Protection Legislation.
Candidate Personal Data: Personal Data made available via the Platform which identifies and relates to Candidate.
(a) Name, address, and contact information
(b) Information relating to background, employment, experience, qualifications and education
(a) Racial or ethnic origin;
(b) Political opinions;
(c) Religious or philosophical beliefs;
(d) Trade-union membership;
(e) Data concerning a natural person's physical or mental health or condition, sex life or sexual orientation.
(a) on termination of the Contract;
(b) on expiry of the term of the Contract; or
(c) once Processing of the Candidate Personal Data is no longer necessary for the purposes it was originally accessed, as set out in 2.3.
(a) subcontracting the processing of Candidate Personal Data; and
(b) granting a third party Controller access to the Candidate Personal Data.
(a) complies with the provisions of the Data Protection Legislation in the event the third party is a joint controller; and
(b) ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferee otherwise complies with the Agency's obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any Candidate Personal Data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
(a) prevent (i) unauthorised or unlawful processing of the Candidate Personal Data; and (ii) the accidental loss or destruction of, or damage to, the Candidate Personal Data
(b) ensure a level of security appropriate to (i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and (ii) the nature of the Candidate Personal Data to be protected.
If during the term of this Contract the Data Protection Legislation changes in a way that this Schedule is no longer adequate for the purpose of governing lawful data sharing exercises, the parties agree that they will negotiate in good faith to review the provisions of this Schedule in the light of the changes.