These Terms and Conditions of Business are between Venday Staffing Solutions Ltd (the “Company”) and the Agency, their representatives and partnerships and in respect of the provision of our Temporary Staffing services. VENDAY STAFFING SOLUTIONS LTD incorporated and registered in England and Wales with company number 15971998 whose registered office is: 82, Mendip Way, Corby, Northamptonshire NN18 8GJ. The Agency is required to read these Terms & Conditions carefully before using the Platform. Using the Platform indicates that the Agency accepts these Terms & Conditions regardless of whether or not the Agency chooses to register with the Company. If the Agency does not accept these Terms & Conditions, the Agency should not use the Platform.

The Company provides the Agency with access to www.venday.app, www.venday.co.uk and other associated websites in order to help the Agency at every stage of the neutral vendor process and may offer the Agency other specialist services. The Company operates as a Neutral Vendor for Agency assignments in the UK and Ireland. The Agency is required to ensure that all those assigned temporary work have the right to work in the UK & Ireland and meet the criteria of our Client’s prior to being assigned work with each Client.

The Company requires that the Agency carries out rigorous checks and processes and vetting of each Agency Worker prior to registration and the personal data of each Agency Worker must be available to the Company in the form of an individual Personal Profile.

These Terms contain the entire understanding between the Company and the Agency and we are not entering into a partnership or co-venture with you.

Definitions:

“Agency” means the private organisation who is introduced to the Client with a view to the Client engaging in their services via the Company’s Neutral Vendor Platform.

“Agreement” means the terms entered into by the Agency and the Company. By completing the Company’s onboarding process, providing any Services to a Client under a Purchase Order, and/or submitting an invoice for payment,the Agency indicates assent to these Terms and Conditions and expressly acknowledges and agrees that it is bound by all terms contained in the Agreement

“Account” means the account that we create for each individual Agency. You must be over the age of 18 years to set up and use the account.

“Assignment” means any assignment for which you agree to provide Services to a Care Provider via the Company.

“Commission” means the commission notified to you in writing before the Assignment begins plus any applicable VAT.

“Introduced” means where the Company has, whether directly or indirectly, provided information to the Client about the“Agency” and which leads to any form of assignment between the “Agency” and the Client. An introduction shall take place irrespective of whether or not the Client previously knew, or knew of, the “Agency”. “Introduction” shall be construed accordingly under this definition.

“Services” means all services furnished by the Agency and purchased by the Client pursuant to the Agreement and/or listed in a Purchase Order, and includes all services provided by the Agency to the Client under a Purchase Order.

“Purchase Order” means an individual ordering document or statement of work for the Agency provision of Services pursuant to this Agreement.

Acceptance: These terms are deemed to be accepted by the Agency in full by virtue of any form of continued instruction to the Company

The parties do not intend for these Terms and Conditions to be signed, but instead intend for these Terms and Conditions to be accepted by the Agency’s indication of acceptance by participating in and/or completing the Company’s onboarding process, submitting invoices requesting payment for the services delivered to the Clients under the Agreement.

The Agency’s commencement of services hereunder shall serve as evidence of and shall constitute the Agency’s acceptance of these Terms and Conditions. In addition, submission of an invoice shall act and indicate acknowledgement of the Agreement by the Agency.

The Agency’s delivery of services pursuant to the Agreement, as may be deemed acceptable to the Client in its sole discretion, and such notification, evidence, or document is transmitted to the Client by electronic or any other means that can be reduced to writing, will constitute an independent written acknowledgement of the Agency’s acceptance of these Terms and Conditions.

“Agency Worker” means where the Company sources an individual from the “Agency” who enters into an agreement to provide services for or to the Client via the Company for a fixed period of time

i.e.a shift.

“Company” means Venday

“Content” means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of the platform.

The Company’s Obligations: The Company shall seek to introduce Agencies to the Client to fill roles that the Client requires.

Fees: For fees, refer to the ‘Pricing’ webpage on the Company’s website.

• All fees shall be payable 7 days from the date of the invoice or as otherwise agreed between the Company and the Agency.

• Any fees shall be subject to Value Added Tax and any other applicable taxes which may be in force from time to time.

In the event of late payment of any invoice the Company shall:

• charge interest, accruing on a daily basis, on all outstanding fees at a rate of 5% above the Bank of England base rate per annum.

• make a collection charge of the greater of £50 or any other rate as from time to time allowed by statute in relation to the late payment of a commercial debt.

• be entitled to withhold provision of any further services under any contract with the Client pending receipt of payment in full of those fees, together with any interest, charges any other sums which may be payable to the Company.

Pricing: Pricing for, and the total price of, the Services delivered shall not exceed the amounts set forth in the Invoice to the Agency by the Company. The Price includes all costs to the Company as commission from the Agency from each Assignment to the Client.

The Agency warrants that the total price is complete and that no additional charge of any type will be added or assessed without the Agency’s prior express written consent and agreement to the adjusted price.

The Company shall submit invoices on a weekly basis to the Agency for commission for each assignment with a Client for Services are rendered.

The Agency shall not request or waive the right to payment for invoices submitted more than 7 days after services are delivered or Services are rendered. As a condition precedent to the payment of any monies otherwise due hereunder. The Agency must properly perform all obligations set forth in the Agreement and performance must not be disputed by the Agency.

All invoices to the Agency will contain a Purchase Order number. Properly submitted and undisputed invoices for Services shall be paid within 7 days from the date of the Agency’s receipt and approval of an invoice.

The Agency will not approach the Care Provider directly to arrange the booking of shifts and the Agency agrees that all Assignments are created via the Venday platform. Non-adherence to this requirement may result in the Agency being removed from the platform.

Taxes and Employee Benefits: The Agency shall pay when due all taxes and duties of whatever kind applicable to the Services, and/or which are imposed in connection with Agency’s performance under the Agreement.

The Company shall not be responsible for employing any of the Agency Workers and does not assume any responsibilities as an employer. The Company shall not be responsible for late fees, penalties, taxes, or other payments due to Agency’s failure to invoice the Company or to timely remit payments of taxes to the applicable authorities.

The Agency shall be solely responsible for payment and reporting of all compensation, salaries, benefits, and employer taxes relating to all of its personnel providing any Services hereunder.

Insurance Requirements Before commencing the Services, and as a condition precedent to payment and Agency’s exercise and enforcement of any other rights under this Agreement, the Agency and its Workers and representatives shall procure, and maintain in full force, the insurance coverages and amounts required under this section (“Insurance Requirements”). Coverages shall include:

Employer’s Liability Insurance

The Agency’s Obligations: Information on Clients, including names and contact details, is provided by the Company to the Agency on a strictly confidential basis and should not be disclosed to a third party without prior written agreement of the Company.

In the event that the Agency acts in breach of this clause, and the Agency Worker is subsequently engaged by a third party within 12 months of the said breach by the Agency, then the Agency shall indemnify the Company as to its losses and shall pay to the Company a severance fee.

The Agency hereby undertakes that it shall not, save as provided for under this Agreement and for which a fee is payable to the Company, approach or engage any Client that is introduced to the Agency by the Company within a period of 12 months beginning with the latter of either the introduction, or where any engagement takes place at the end of any period for which an Agency Worker is engaged with or by the Client.

Information and records: The Agency must provide all necessary information to the platform to facilitate their use of the service. All data which is uploaded by the Agency must comply with the platform’s terms.

IP: means Intellectual Property and all the rights associated with the use of that Intellectual Property. Unless otherwise stated, the copyright and other intellectual property rights in all material on the Company’s Sites (including without limitation photographs and graphical images) are owned by Venday Limited or its licensors.

The Agency may not download, copy or print any of the pages of the Site except for your own personal use, and provided you keep intact all copyright and proprietary notices.

No copying or distribution for any business or commercial use is allowed. No framing, harvesting, “scraping” or other manipulation of the content of the Company’s Sites is permitted.

The Agency will not attempt to decipher, disassemble, reverse engineer or modify any of the software, coding or information in the Platform nor will the Agency post to the Platform any material which infringes any intellectual property rights of any third party.

The platform nor its Content may not be copied, duplicated, reproduced, modified, sold or used, in any way or for any purpose without the written consent of the Company.

Posts: When using any forums, feedback, review or other spaces the Company may put up on the platform the Agency agrees to abide by the following rules:

We the Company have the absolute right to moderate all Posts on the platform and to remove any Post which we deem as inappropriate.

You will not use the Platform for any of the following purposes (including when using any forums, feedback, review or other spaces the Company may put up on the platform).

• to post or transmit any material for which you have not obtained all necessary licences and/or approvals.

• to post or transmit on the Platform inaccurate or false information (including in the case of agency workers,, biographical information about agency workers and/or information about their eligibility to work in the UK,Ireland or elsewhere).

• to post or transmit on the Platform any libellous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material.

• to post or transmit on the Platform any material which contains any virus or other disabling devices which interferes or may interfere with the operation of the Platform or:

• which alters or deletes any information which you have no authority to alter or delete; or which overloads the Platform by spamming or flooding it.

• use any device, routine or software to crash, delay, or otherwise damage the operation of the Platform.

• to take any action that affects the Company’s reputation or that defames, abuses, harasses or threatens others,

• to encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law.

You must not post links to other sites which may break these rules or impersonate anyone else. The Company in its sole discretion shall determine the Agency’s compliance with the above and shall have the right to prevent the Agency from using the Platform and/or to delete from the Platform immediately and without prior notice any material that it deems not to comply or to be objectionable for any reason.

The Company shall cooperate fully with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or locate anyone posting any material in breach of the above.

As the information on the Platform is made available to the Agency and its workers immediately, the Agency does not enjoy any cancellation or “cooling-off” rights in relation to these Terms and Conditions.

Changes to or temporary unavailability of the Platform: Every effort is made to keep the Platform up and running smoothly and fault-free. However, the Company takes no responsibility for, and will not be liable for, the Platform being temporarily unavailable for reasons of maintenance / improvement, or due to technical issues beyond our control.

The Company may change, suspend or discontinue any aspect of the Platform at any time, including the availability of any of the Platform features, databases or content.

The Company may amend these Terms and Conditions at any time by posting amended Terms and Conditions on to the Platform. The Agency will be deemed to have agreed to the amended Terms and Conditions when you next use the Platform following any amendments.

Data protection: Both the Company and the Agency will adhere to full compliance with data protection laws and any right to disclose personal data (GDPR).

The Company’s Confidentiality Obligations: The Company and the Agency will agree that there will be no disclosure of confidential information without the permission of either party in writing and unless the confidential information is mandated by law. Confidential information will be returned or destroyed by the Company upon termination of the agreement.

Security and passwords: When the Agency registers with our site or log in when visiting the Site, the Agency will need to use a username and password.

The Agency is solely responsible for the security and proper use of the password, which should be kept confidential at all times and not disclosed to anyone.

The Agency must notify the Company immediately if they believe that their password is in the possession of someone else or if it may be used in an unauthorised way.

The Company accepts no liability for any unauthorised or improper use of disclosure of any password.

Please be assured that the Agency’s data will continue to be held securely at all times and in accordance with our Privacy Policy and procedures.

Aggregate information: The Company may gather information and statistics collectively about all visitors to this Site which may include the information supplied by the Agency which will help us to understand our users thereby creating a better experience for them.

We will not disclose individual names or identifying information. All data will be in aggregate form only. We believe this information helps the Company to determine what is most beneficial for our users and how we can continually improve our online service.

We may share this kind of aggregate data with selected third parties to assist with these purposes. Personal data is processed by us in accordance with our Privacy Policy.

Links to or from other websites: As a convenience to users, the Company Sites may contain links to external websites and the Agency may be offered a number of automatic links to other sites, which may be of interest to you.

The Company accepts no responsibility for or liability in respect of the content of any third-party sites. The Company has not reviewed or approved such sites and does not control any and is not responsible for those sites or their content.

The Company does not warrant that any links to such sites work or are up to date and the Company does not endorse or make any representations about those sites and the use of any such links is entirely at the Agency’s own risk.

Prohibition of Use of Company Name and Trademarks: The Agency shall not use the name(s) of the Company, its parent companies, subsidiaries, affiliates, or assigns, or derivations, trademarks, trade dress, logos, or the equivalent thereof in advertising or sales materials or in any other manner whatsoever without prior express written approval of the Company. Such prohibition includes, without limitation, the following:

• The Agency shall not refer to the existence of this Agreement without the Company’s prior express written approval.

• The Agency is not allowed to make any statement or representation whatsoever regarding the Company’s opinion of the Agency’s services without the Company’s prior express written approval.

• If the Company provides prior express written approval for the use of the Company, its parent companies, subsidiaries, affiliates, or assigns’ name(s), the Company further reserves the right to revoke the use of its name(s) at any time.

Conflicts of Interest: The Agency shall perform its obligations with integrity and shall, at all times, perform the Services so as to protect the business and other interests of the Company and it’s Clients, ensuring at a minimum that it:

• avoids conflicts of interest and promptly discloses any to the Company

• warrants that it has not and shall not pay nor receive any contingent fees or gratuities to or from the Company, including its Clients, agents, representatives and employees, subcontractors, suppliers, and or others for whom they may be liable, to secure preferential treatment.

Health & Safety: The Agency shall be solely responsible for the conduct, health, and safety of its workers, contractors, employees, Subcontractors and shall exercise all reasonable precautions, including those stated by the Company, to avoid injury to persons, and damage to property in the performance under this Agreement. The Agency will comply with all applicable national and local safety laws, regulations and policies.

Zero tolerance: The Company operates a zero tolerance of abuse of any kind from an Agency Worker or their representatives and reserves the right to terminate the agreement without prior notice if the Agency Worker demonstrates any type of abuse.

Agency Worker Regulations: The Parties agree that the Company is not providing services as an Employment Agency and therefore the Agency Worker Regulations 2010 do not apply to this Agreement. The Company will not employ or contract with any Agency Worker and shall only introduce them to the Client onn behalf of the Agency for services rendered.

Liability: The Company shall not be liable under any circumstances for any loss, damage, expense, delay or loss of profit or liability suffered or incurred by the Agency arising from or in any way connected to:

• the Company seeking an Agency for a Client
  • the introduction of any Agency by the Company to a Client
  • the engagement of any Agency or:
  • by any reason arising out of the lack of skills, qualifications, experience, integrity or suitability of the Agency
  • by reason of any act, omission, delay, default whether wilful, reckless, negligent or otherwise on the part of any Agency

Disclaimer: The information contained on the Platform is given in good faith and the Company uses all reasonable efforts to ensure that it is accurate. However, the Company gives no representation or warranty in respect of such information and all such representations and warranties, whether express or implied, are excluded.

No liability is accepted by the Company for any loss or damage which may arise out of any person relying on or using any information on the Platform. The Company shall not be liable to any person relying on or using any such information for:

• loss of revenue, loss of actual or anticipated salary; loss of actual or anticipated profits whether arising in the normal course of business or otherwise (including, without limitation, loss of profits on

contracts); loss of opportunity; loss of the use of money; loss of anticipated savings; loss of business; loss of goodwill; loss of or damage to reputation; loss of or corruption to data; loss of management or administration time, legal and other professional fees and expenses;

or (ii) any indirect or consequential loss or damages however caused (including without limitation by reason of misrepresentation, negligence, other tort, breach of contract or breach of statutory duty) which arise directly or indirectly from the subject matter of the Platform.

However, nothing in the above shall limit or exclude the Company liability for fraud or for death or personal injury caused by negligence, or to the extent otherwise not permitted by law.

The Agency agrees fully to indemnify the Company and keep it fully indemnified against all costs, expenses, claims, losses, liabilities or proceedings arising from use or misuse by you of this Platform.

The Company does not guarantee that any Client will ask for an Agency or offer an Agency assignment. Whilst the Company will take all reasonable measures, we do not guarantee that any Client will keep confidential any information or data provided to them from the Agency.

If any provision of these terms and conditions is held to be invalid by a court of competent jurisdiction, such invalidity shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

The Agency’s use of the Platform and downloads from it, and the operation of these Terms and Conditions, shall be governed in accordance with the laws of the UK & Ireland. The UK & Irish courts shall have exclusive jurisdiction over any dispute arising out of the use of the Platform.

Rights of Third Parties: Only the Company and the Agency may enforce the terms of this agreement.

The Contracts (Rights of Third Parties) Act is therefore excluded.

Law and Jurisdiction: The Neutral Vendor will adhere to all governing laws and jurisdictions. These Terms and Conditions shall be governed and construed in accordance with UK Law, and the parties submit to the exclusive jurisdiction of the UK Courts.

Variation: The Terms and Conditions of this Agreement may only be varied if they are agreed in writing by the Company and signed by a Director of the Company.

Termination: Either party may terminate the agreement between the parties by providing to the other no less than 7 days’ notice, provided at any time, in writing.

However, in the event that the Agency terminates any instructions or agreement governed by these terms and conditions, then any expenses or disbursements have been incurred by the Company, whether or not agreed in advance, then the Agency agrees that it shall be liable to pay to the Company a sum equal to the reasonably incurred said expenses and disbursements only.

The Company’s Termination for Cause.

Within five (7) days of written notice from the Company and the Agency’s failure to cure any of the following, the Company may terminate the Agreement for any of the following events constituting default:

1. The Agency’s failure to timely and accurately provide its Services.

• The Agency’s failure to supply sufficient qualified personnel.
  • The Agency’s failure to make prompt payment to the Company.
  • The Agency disregards any applicable law, statute, ordinance, code, rule, regulation or lawful or orders of any public or governing authority.
  • The Agency has a voluntary or involuntary bankruptcy proceeding commenced by or against it, or the Agency’s property is assigned for the benefit of creditors or goes into receivership or other insolvency proceeding(s)
  • The Agency becomes insolvent or generally fails to pay debts as they become due, discontinues business, dies or commences to dissolve, wind-up, or liquidate itself.
  • The Agency is otherwise guilty of a material breach of a provision of the Agreement.

Events Outside of Our Contro (Force Majeure)

The Company will not be liable for any failure or delay in performing our obligations under these Terms if that failure or delay arises because of any cause beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), pandemic, epidemic or another natural disaster, or any other event that is beyond our reasonable control.

In the event of any of this happening:

• We will implement the Company’s Business Continuity Plan & Disaster Recovery Plan.
  • We will tell you as soon as we reasonably can
  • We will do all that we reasonably can to minimise the delay.

Modifications to these Terms & Conditions

These Terms & Conditions may be subject to change from time to time and we the Company do reserve the right to let you know about the changes whenever it is reasonably possible and not within any specific time frame from the changes occurring.

The Agency agrees to take responsibility for looking at the website to see if we have changed any of the Terms or Conditions.

We reserve the right to make changes to the website as often as we choose and deem necessary and these Terms will still apply to any changes that we make.

Variation: No variation or amendment of the Agreement or verbal promise or commitment related to it will be valid unless committed to in writing and signed by or on behalf of both parties.