Terms of Business

(a) The Supplier operates an online platform via https://gethirely.com/ (the "Platform") and other channels and provides other ancillary offerings to candidates. The Platform, amongst other things, connects healthcare providers and candidates with each other, to match the right person with the right job.

(b) The Supplier shall provide the Customer with access to the Platform as further described in Schedule 1 and the Customer shall pay the Charges.

1. Interpretation
   1. Definitions

      Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

      Charges: the charges payable by the Customer for the supply of the Services by the Supplier, as set out in the order form, and in the case of the Charges due for any additional Tiers, shall mean the applicable charges for those Tiers as at the time of the activation of such additional 30 days.

      Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 13 (General) (inclusive).

      Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance with the Contract Details, 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.

      Healthcare Provider: a healthcare provider using the Platform to recruit Talent.

      Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks 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.

      Placement: any form of employment, temporary employment, contracting or other use of Talent by the Customer or an undertaking affiliated with the Customer.

      Platform: has the meaning in the background provisions above.

      Representatives: the representatives of each Party identified in the Contract Details.

      Services: the services to be provided by the Supplier as described in Schedule 1.

      Services Start Date: the day on which the Supplier is to start provision of the Services, as set out in the Contract Details.

      Talent: a job-seeking candidate using the Platform to find employment.

      Tiers: a category of Talent based on job role and the field of work in which they operate.

   2. Interpretation
      1. A reference to legislation or a legislative provision:

         (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.

      2. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
      3. A reference to writing or written includes email.
2. Commencement and term
   1. The Contract shall commence on the date when it has been signed by both parties and shall remain in force for a 12 month period commencing on the Services Start Date and successive 12 month periods thereafter unless terminated on at least 30 days' written notice by either party prior to the expiry of a 12 month period.
3. Supply of services
   1. The Supplier shall supply the Services to the Customer from the Services Start Date.
   2. In supplying the Services, the Supplier shall:
      1. perform the Services with reasonable care and skill;
      2. use reasonable endeavours to perform the Services in accordance with the service description set out in Schedule 1; and
      3. comply with all applicable laws, statutes, regulations from time to time in force, and provided that the Supplier shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract.
4. Customer's obligations
   1. The Customer shall:
      1. co-operate with the Supplier in all matters relating to the Services; and
      2. provide, in a timely manner, such information as the Supplier may require, and ensure that it is accurate and complete in all material respects.
   2. The Customer shall inform the Supplier in writing as soon as possible, but no later than five Business Days, if it:
      1. approaches Talent or offers an interview to Talent;
      2. makes an offer to Talent for a Placement;
      3. enters into a Placement with Talent; or
      4. enters into a subsequent Placement with Talent following any expiry or termination of an initial Placement, and for the purpose of this clause 4.2, the term "Talent" shall include Talent that no longer use the Platform where the Customer has been introduced to the Talent through the Platform within the previous 12 months.
   3. The Customer shall promptly provide all information relating to the events described in clause 4.2 as reasonably requested by the Supplier.
5. Data protection

   The parties shall comply with their data protection obligations as set out in Schedule 3 (Data Protection).

6. Intellectual property
   1. The Supplier, or its respective licensor, is the exclusive owner of the Intellectual Property Rights in all contents of the Platform and the Services.
   2. The Customer:
      1. may print or download extracts of any page(s) from the Platform for business use;
      2. must not modify the paper or digital copies of any materials it has printed off or downloaded in any way, and must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text;
      3. acknowledges and will acknowledge the Supplier as the author of content on the Platform (except where the content is user-generated); and
      4. must not use any part of the content on the Platform for commercial purposes without obtaining a licence to do so from the Supplier or its licensers.
7. Charges and payment
   1. In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with this clause 7.
   2. The Charges are due in advance on a monthly basis, on receipt of a valid invoice, and are non-refundable unless such the Contract is terminated mid-month in accordance with clause 12 as a result of a breach of this Contract by the Supplier, in which case the remainder of the month's Charges may be refunded at the Supplier's discretion, acting reasonably.
   3. All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
   4. The Supplier shall submit invoices for the Charges plus VAT if applicable to the Customer. Each invoice shall include all reasonable supporting information required by the Customer.
   5. The Customer shall pay each invoice due and submitted to it by the Supplier, within 30 days of receipt, to a bank account nominated in writing by the Supplier.
   6. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier's remedies under 12 (Termination):
      1. the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
      2. the Supplier may suspend all Services until payment has been made in full.
   7. All amounts due under the Contract from the Customer to the Supplier shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Changing tiers
   1. Subject to clauses 8.2 and clause 8.3, the Customer may, from time to time, activate further Tiers in addition to the Tier(s) set out the Contract Details and the Supplier shall grant access to the additional Tiers in accordance with the provisions of this clause 8.
   2. If the Customer wishes to purchase additional Tiers, the Customer shall notify the Supplier in writing. The Supplier shall respond to the Customer with approval or rejection of the request. Where the Supplier approves the request, the Supplier shall activate the additional Tiers within 5 Business Days of its approval.
   3. The Charges in the following month's invoice shall be adjusted accordingly for the following month and the additional Charges due for any part of the preceding month relating to the additional Tiers shall also be added to the next mont's invoice on a pro-rated basis.
   4. Any request to downgrade the number of Tiers can be submitted by the Customer to the Supplier at any time but such activation will only take place once every 12 months on each anniversary of the Services Start Date and the Charges shall be revised accordingly for the following year.
9. Limitation of liability
   1. References to liability in this 9 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
   2. The Supplier's liability arising out of or in connection with this Agreement shall not exceed an amount equal to the fees it has received from the Customer within the previous 12 month period.
   3. The Customer's liability arising out of or in connection with this Agreement shall not exceed an amount equal to any fees owed by the Customer to the Supplier.
   4. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence; or
      2. fraud or fraudulent misrepresentation.
   5. The Supplier is not liable for any loss or damage, even if foreseeable, arising under or in connection with:
      1. the Customer's use of, or inability to use, the Platform;
      2. the Customer's use of or reliance on any content displayed on the Platform.
   6. Subject to clause 9.4, neither party will be liable to the other for any loss or damage relating to:
      1. loss of profits, sales, business, or revenue;
      2. business interruption;
      3. loss of anticipated savings;
      4. loss of business opportunity, goodwill or reputation; or
      5. any indirect or consequential loss or damage.
10. Indemnity
    1. The Customer will indemnify, defend and hold harmless the Supplier and its, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal fees and costs) that result from or arise out of the Supplier's negligence or breach of contract in connection with the performance of this Contract.
11. Dispute resolution
    1. In the case of a dispute arising out of or in connection with this Contract, the parties' Representatives shall make every reasonable effort to communicate and cooperate with each other with a view to resolving the dispute.
    2. Nothing in this Contract shall prevent either party seeking from any court any interim or provisional relief that may be necessary to protect the rights or property of that party or that relates to the security of confidential information, pending resolution of the relevant dispute.
12. Termination
    1. Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:
       1. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
       2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
       3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
       4. the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    2. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
       1. the Customer fails to pay any amount due under the Contract on the due date for payment; or
       2. there is a change of control of the Customer.
    3. On termination of the Contract for whatever reason:
       1. the Customer's access to the Platform shall immediately cease;
       2. the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
       3. any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
       4. termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
13. General
    1. Force majeure
       1. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
    2. Assignment and other dealings
       1. The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier's prior written consent.
       2. The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
    3. Confidentiality
       1. Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by 13.3. The Customer shall especially not use any of the Supplier's confidential information to develop, enhance or operate a platform that competes with the Platform, or assist a third party to do the same.
       2. Each party may disclose the other party's confidential information:

          (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 13.3; and

          (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

       3. Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.
    4. Entire agreement
       1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
       2. Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    5. Assignment
       1. The Supplier may assign or transfer its rights and obligations under the Contract to a subsequent owner or operator of the Platform in a merger, acquisition or sale of all or substantially all of the Supplier's assets. The Customer must not assign or transfer the Contract or any or all of its rights without the prior written consent of the Supplier. This Contract will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties.
    6. Variation
       1. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives) except were additional Tiers are supplied in accordance with clause 8.
    7. Waiver
       1. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
       2. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    8. Severance
       1. If any provision or part-provision of the Contract 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 13.8 shall not affect the validity and enforceability of the rest of the Contract.
    9. No partnership
       1. Each party to this Contract is an independent contractor in relation to the other party with respect to all matters arising under this Contract. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.
    10. Notices
        1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be sent by email to the email address of the receiving party set out in the Contract Details.
        2. Any notice or communication shall be deemed to have been received:

           (a) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 13.10.2(a), business hours means 9.00am to 5.00pm on Business Day in the place of receipt.

        3. This 13.10 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    11. Third party rights
        1. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    12. Governing law
        1. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
    13. Jurisdiction
        1. 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 the Contract or its subject matter or formation.

1. The Supplier provides the Platform to match Talent and Healthcare Providers. The Platform works as follows (although precise functionality will be updated from time to time):
   1. Talent sign-up to the Platform by creating a profile which includes their employment, experience and education information.
   2. Healthcare Providers can browse the Talent profiles and decide to approach the respective Talent by making an interview request. An interview request may also include an non-binding indication of the available compensation package. Talent can review interview requests and are able to browse the profiles of Healthcare Providers that have sent the requests.
   3. Talent can accept or reject the interview request. If rejected, the Healthcare Provider may re-contact the Talent with a revised proposal. If accepted, Hirely Health connects the Talent and the Healthcare Provider.
2. The Supplier will make reasonable efforts to match Talent and Healthcare Providers, however, the Supplier does not, under any circumstances, represent, assume a warranty or guarantee or undertake in any other way that the Customer will find a match through the Platform.

The Supplier agrees to make available Talent Personal Data to the Customer in the UK. The Customer agrees to use Talent Personal Data within the UK on the terms set out in this Schedule.

1. Interpretation

   The following additional definitions apply in this Schedule.

   1. Definitions:

      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 Talent 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.

      Talent Personal Data: Personal Data made available via the Platform which identifies and relates to Talent.

   2. Controller, Processor, Information Commissioner, Data Subject and Personal Data, Processing and appropriate technical and organisational measures shall have the meanings given to them in the Data Protection Legislation.
2. Purpose
   1. This Schedule sets out the obligations of the parties in relation to Talent Personal Data when the Supplier provides the Customer with access to the Platform. It defines the principles and procedures that the parties shall adhere to and the responsibilities the parties owe to each other.
   2. The parties consider that the provision by the Supplier of access to Talent Personal Data is necessary to enable the effective operation of the Platform and the supply by the Supplier of services to both the Talent and the Customer.
   3. The parties agree to only Process Talent Personal Data, as described in 4.1 and 4.2 for the purpose of providing and making use of the Services.
   4. The parties shall not Process Talent Personal Data in a way that is incompatible with the purposes described in this clause (Agreed Purpose).
3. Compliance with national data protection laws
   1. Each party must ensure compliance with applicable Data Protection Legislation at all times during the term of the Contract.
   2. Each party has such valid registrations as are required by the Information Commissioner which, by the time that the data sharing is expected to commence, covers the intended data sharing pursuant to the Contract, unless an exemption applies.
4. Talent personal data
   1. The following types of Personal Data will be accessible via the Platform during the term of the Contract:

      (a) Name, address, and contact information

      (b) Information relating to background, employment, experience, qualifications and education

   2. The following types of Special Categories of Personal Data may be accessible via the Platform during the term of the Contract:

      (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.

5. Lawful, fair and transparent processing
   1. Each party shall ensure that it Processes the Talent Personal Data fairly and lawfully in accordance with 5.2 during the term of the Contract.
   2. Each party shall ensure that it has legitimate grounds under the Data Protection Legislation for the Processing of Talent Personal Data.
6. Data subjects' rights
   1. The parties each agree to provide such assistance as is reasonably required to enable the other party to comply with Subject Rights Requests in relation to Talent Personal Data within the time limits imposed by the Data Protection Legislation.
   2. Each party is responsible for maintaining a record of Subject Rights Requests in relation to Talent Personal Data, the decisions made and any information that was exchanged. Records must include copies of the request for information, details of the data accessed and shared and where relevant, notes of any meeting, correspondence or phone calls relating to the request.
7. Data retention and deletion
   1. The Customer shall not retain or process Talent Personal Data for longer than is necessary to carry out the Agreed Purpose.
   2. Notwithstanding 7.1, the parties shall retain Talent Personal Data in accordance with any statutory or professional retention periods applicable in their respective countries and/or industry.
   3. The Customer shall ensure that any copy of Talent Personal Data it retains for its purposes is securely destroyed in the following circumstances:

      (a) on termination of the Contract;

      (b) on expiry of the term of the Contract; or

      (c) once Processing of the Talent Personal Data is no longer necessary for the purposes it was originally accessed, as set out in 2.3.

8. Transfers
   1. For the purposes of this clause, transfers of Personal Data shall mean any sharing of Personal Data by the Customer with a third party, and shall include the following:

      (a) subcontracting the processing of Talent Personal Data; and

      (b) granting a third party Controller access to the Talent Personal Data.

   2. If the Customer appoints a third party Processor to Process the Talent Personal Data it shall comply with the relevant provisions of the Data Protection Legislation and shall remain liable to the Supplier for the acts and/or omissions of the Processor.
   3. The Data Receiver may not transfer Talent Personal Data to a third party located outside the UK unless it:

      (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 Customer's obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any Talent Personal Data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

9. Security
   1. The Supplier shall make Talent Personal Data accessible to the Customer only via the Platform.
   2. The parties undertake to have in place throughout the term of the Contract appropriate technical and organisational security measures to:

      (a) prevent (i) unauthorised or unlawful processing of the Talent Personal Data; and (ii) the accidental loss or destruction of, or damage to, the Talent 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 Talent Personal Data to be protected.

10. Personal data breaches and reporting procedures
    1. The parties shall each comply with its obligation to report a Personal Data Breach in relation to Talent Personal Data to the Information Commissioner and (where applicable) Data Subjects under the Data Protection Legislation and shall each inform the other party of any such Personal Data Breach irrespective of whether there is a requirement to notify the Information Commissioner or Data Subject(s).
    2. The parties agree to provide reasonable assistance as is necessary to each other to facilitate the handling of any Personal Data Breach in relation to Talent Personal Data in an expeditious and compliant manner.
11. Resolution of disputes with data subjects or the information commissioner
    1. In the event of a dispute, complaint or claim brought by a Data Subject or the Information Commissioner concerning the processing of Talent Personal Data against either or both parties, the parties will inform each other about any such disputes, complaints or claims, and will cooperate with a view to settling them amicably in a timely fashion.
    2. The parties agree to respond to any generally available non-binding mediation procedure initiated by a Data Subject or by the Information Commissioner. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
    3. Each party shall abide by a decision of a competent court or of the Information Commissioner.
12. Changes to the applicable law

    If during the term of this Contract the Data Protection Legislation change 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.