These Terms and Conditions of Business are between Venday Staffing Solutions Ltd (the “Company”) and the Care Provider and 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 Company operates as a Neutral Vendor for Care Providers in the UK and Ireland.
The Agency is required to ensure that all those assigned to the Care Provider for 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 Care Provider.
The Care Provider is required to read these Terms & Conditions carefully before using the Platform. Using the Platform indicates that the Care Provider accepts these Terms & Conditions regardless of whether or not the Care Provider chooses to register with the Company.
If the Care Provider does not accept these Terms & Conditions, the Care Provider should not use the Platform. The Company provides the Care Provider with access to www.venday.co.uk, www.venday.app and other associated websites in order to help the Care Provider at every stage of the Neutral Vendor process and may offer the Care Provider other specialist services. The Company acts as the primary contact for all temporary staffing requirements.
These Terms contain the entire understanding between the Company and the Care Provider and we are not entering into a partnership or co-venture with you. The Company as a Neutral Vendor acts as an impartial facilitator between the Care Provider and our database of registered staffing agencies.
Definitions:
“Company”: means Venday
“Neutral Vendor”: means the Company who provides a platform for Care Providers to book temporary staff across many agencies. The Company is not a staffing company.
Shifts/Assignments: means the vacant shifts that the Care Provider provides to the Company, which are then communicated out to selected agencies as Assignments to the Care Provider.
Impartial facilitator: means that the Company does not recommend any particular Agency to the Care Provider and as a Neutral Vendor, does not have an exclusive agreement with any Agency. The Company facilitates the Care Provider to achieve an increased choice of Agencies.
“Agency”: means the private organisation who is introduced to the Care Provider with a view to the Care Provider engaging in their services via the Company’s Neutral Vendor Platform.
“Single point of contact”: means the Company acts as a Neutral Vendor and as a single point of contact for the Care Provider and facilitates communication between the Care Provider and staffing agencies.
Selection: means the Care Provider can select the agency that best suits their needs, based on factors like cost, quality, and experience. The Company does not select the Agency on behalf of the Care Provider.
The Care Provider can change staffing agencies at any time, if they are not satisfied with the service or workers. The Company will provide complete transparency, allowing the Care Provider to have full visibility and control over Agency spend.
.“Agreement”: means the terms entered into by the Care Provider and the Company. By completing the Company’s onboarding process, receiving any Services from the Company under a Purchase Order the Care Provider is bound by all terms contained in the Agreement.
“Account”: means the account that we create for each individual Care Provider. 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 receive the Services of an Agency who has been introduced to you via the Company.
“Authorised Representative”: means a representative of the Company or the Care Provider as appropriate for the purposes of this Agreement
“Introduced”: means where the Company has, whether directly or indirectly, provided information to the Care Provider about the“Agency” and which leads to any form of assignment between the “Agency” and the Care Provider.
An introduction shall take place irrespective of whether or not the Care Provider previously knew, or knew of, the “Agency”. “Introduction” shall be construed accordingly under this definition.
“Services”: means all services furnished by the Agency via the Company and purchased by the Care Provider pursuant to the Agreement and/or listed in a Purchase Order, and includes all services provided by the Agency to the Care Provider via the Company.
Acceptance: These terms are deemed to be accepted by the Care Provider 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 Care Provider’s indication of acceptance by participating in and/or completing the Company’s onboarding process, and receipt of the services delivered to the Care Provider by the Agency via the Company under the Agreement.
The Care Provider’s commencement of services hereunder shall serve as evidence of and shall constitute the Care Provider’s acceptance of these Terms and Conditions.
The Care Provider receiving services from the Agency via the Company, pursuant to the Agreement, as may be deemed acceptable to the Care Provider in its sole discretion, and such notification, evidence, or document is transmitted to the Care Provider by electronic or any other means that can be reduced to writing, will constitute an independent written acknowledgement of the Care Providers acceptance of these Terms and Conditions.
“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.
“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: means the Company shall seek to introduce Agencies to the Care Provider to fill roles that the Care Provider requires and to provide them with full visibility and control over Agency spend.
Fees: means reference to the ‘Pricing’ webpage on the Company’s website.
(i) The Care Provider shall not pay a fee to register with the Company.
(II) The Company does not assume any responsibility for paying the Agency for its services to the Care Provider
(iii) Any fees for additional services of any kind from the Company to the Care Provider by subject to the payment of an invoice. Value Added Tax and any other applicable taxes which may be in force from time to time will be added.
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 Care Provider pending receipt of payment in full of those fees, together with any interest, charges any other sums which may be payable to the Company.
- The Care provider agrees to provide all shifts/assignments via the Neutral Vendor Platform.
The Care Provider’s Obligations: To enable the Company to perform its obligations under this Agreement the Care Provider shall:
- reasonably cooperate reasonably with the Company.
- provide the Company with any information reasonably required by the Company for operational purposes.
- comply with such other reasonable requirements as may or may not be set out in the Agreement or otherwise agreed between all parties.
- The Care Provider shall be liable to compensate theCompany for any reasonable expenses directly incurred by the Company as a result of the Care Provider’s failure to comply with the Agreement.
- The Care Provider agrees to operate in accordance with the Law and with Guidance in accordance with Good Industry Practice.
- The Care Provider shall remain up to date with all employment laws and regulations,
VII) The Care Provider agrees to work in a professional and courteous manner.
(VIll) The Care Provider will make known to the Company the geographical areas from which they operate services so that the Company can best meet their staffing requirements and to incorporate service elements that meet the Care Providers individual local and regional requirements for the Company to reach to a broader and more diverse pool of candidates for the Care Provider.
- The Care Provider will not approach the “Agency” directly to arrange the booking of shifts and the Care Provider agrees that all Assignments are created via the Venday platform. Non-adherence to this requirement may result in the Care provider being removed from the platform.
Compliance: The Company will conduct rigorous Agency staff pre-registration compliance screening and assessment and review at regular intervals to ensure that all gency’s are legally compliant. The
Care Provider will request in advance evidence of Agency staff compliance via the Company only and will not approach the Agency directly for this information.
The Company requires that the Agency carries out rigorous checks and vetting processes of each Agency Worker prior to registration with the Company and the appropriate data of each Agency Worker is made available to the Care Provider in the form of an individual Personal Profile. The Company follows robust GDPR processes when meeting compliance requirements.
Cooperation with third parties: The Care Provider shall, as reasonably required by the Company, cooperate with any other service providers associated with the Company as may be relevant in the provision of the Services.
Payments: Any form of payments to the Care Provider form the Company are required to be paid upon receipt of invoice. Payment methods are via bank transfer. Any variation in the time for payment of charges following the invoice will need to be agreed upon between the individual Care Provider and the Company.
The Care Provider shall not request or waive the right to payment for any invoices submitted more than 7 days after any type of services are rendered.
Any payments to the Company form the Care Provider 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 Agreement with the Care Provider, pending receipt of payment in full of those fees, together with any interest, charges any other sums which may be payable to the Company.
Confidential Information: Information of any sort which has been designated as confidential by either the Company or the Care Provider in writing or that ought to be considered as confidential, including information which relates to an individual, business, service, operational procedures Intellectual Property Rights, personnel, customers and suppliers of either Party and all personal data and sensitive personal data within the meaning of the Data Protection Act 1998
Cybersecurity Requirements: This applies to all applicable laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, information systems and security breach and incident reporting requirements, including all Data Protection Legislation.
Data Loss Event: Applies to any event that results, or may result, in unauthorised access to Personal Data held by either party under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach Data Protection Legislation means the GDPR, and any national implementing Law, as amended or updated from time to time in the UK including the Data Protection Act 2018 and all applicable Law about the processing of personal data and privacy.
Intellectual Property Rights IPR: The Care Provider confirms and agrees that all Intellectual Property Rights (IPR) in and to the output developed by the Company shall be owned by the Company. The Care Provider hereby assigns with full title guarantee by way of present and future assignment all Intellectual Property Rights in and to such outputs.
- copyright, rights related to or affording protection similar to copyright, rights in databases, logos, database rights, trade marks, rights in internet domain names and website addresses and other rights in trade or business names, design rights (whether registrable or otherwise).
- all other rights whether registrable or not having equivalent or similar effect in any country or jurisdiction (including but not limited to the United Kingdom).
Insurance and Indemnity: The Care Provider shall indemnify and keep indemnified the Company against all losses, damages, costs, charges and expenses at any time incurred or suffered by the Company and arising directly from any breach by the Care Provider of this Agreement, or any of its obligations to the Company, or from any negligence, negligent act, negligent omission, default, or breach of contract, on the part of the Care Provider or, its employees, and provided always that the Care Provider’s liability to indemnify the Company shall be reduced proportionately to the extent that an act or omission the Company, its employees or associates, may have contributed to the said death, loss, injury or damage.
The Care Provider shall effect and maintain at all times during the continuance of this Agreement:
- Public Liability insurance in the minimum sum of ten million pounds.
- Employers Liability insurance of not less than ten million pounds
- Professional Indemnity insurance of not less than five million pound
- Employers Liability insurance of not less than ten million pounds
The Care Provider shall indemnify Venday the Company for any direct losses, costs, or damages, caused to the Company for any breaches of health and safety Laws, policies, or codes of practice, by the Care Provider.
Social Responsibility: The Care Provider shall not unlawfully discriminate within the meaning and scope of Equality Legislation or any other Law relating to discrimination (whether in age, race, gender, religion, disability, sexual orientation or otherwise) in employment.
Health & Safety: Both Parties shall comply with the provisions of the Health & Safety at Work Act 1974, the Management of Health & Safety at Work Regulations 1999. All other health and safety
assessments required by specific regulation and codes of practice relating to the Care Provider’s business must also be strictly applied.
The Care Provider is to have monitoring, inspection, review and, where appropriate, health surveillance arrangements in place to meet its responsibilities and may be required to produce documentation to prove that procedures have been carried out in accordance with the regulations upon reasonable request.
The Care Provider shall adhere to the Company’s health and safety requirements at all times and work within the Company’s culture and values.
Equality, Diversity and Human Rights: In the management of its affairs and the development of its equality, diversity and human rights policies, the Care Provider shall cooperate with the Company in light of the Company’s obligations to comply with its statutory equality duties whether under the Equality Act 2010 or otherwise. The Company will actively promote diversity and inclusion in the Agency’s staff and assist the Care Provider in accessing a more diverse workforce.
The Care Provider Shall take such reasonable and proportionate steps as the Company considers appropriate to promote equality, diversity and human rights, including race equality, equality of opportunity for disabled people, gender equality, and equality relating to religion and belief, sexual orientation and age.
Amendments to this Agreement: This Agreement shall not be varied or amended unless such variation or amendment is agreed in writing by the respective Authorised Representative of the Company and by a duly Authorised Representative of the Care Provider. No variation of this Agreement shall limit or remove the Care Provider’s obligations under the Agreement.
Any notice which either Party is required to give to the other shall be given in or confirmed by writing and shall be sufficiently served.
Conflicts of interest and the prevention of fraud: The Care Provider shall take appropriate steps to ensure that neither the Care provider nor any Agency Staff are placed in a position where, in the reasonable opinion of the Company there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Care Provider and the duties owed to the Company under the provisions of this Agreement. The Care Provider will disclose to the Company full particulars of any such conflict of interest which may arise.
Termination: Either Party may at any time by notice in writing terminate this Agreement as from the date of service of such notice:-
The Company reserves the right to terminate this Agreement immediately by notice in writing and/or to take such other steps it deems necessary where, in the reasonable opinion of the Company, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Care Provider and the duties owed to the Company under the provisions of this Agreement.
The Care provider shall take all reasonable steps to prevent Fraud by members of their organisation (including its owners, members and directors). The Care Provider shall notify the Company immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur. If the Care Provider or members of their organisation (including its owners, members and directors) commits Fraud the Company may terminate this Agreement and recover from the Care Provider the amount of any direct loss suffered by the Company resulting from the termination
The Company may at any time by notice in writing terminate this Agreement forthwith, if the Care Provider is in default of any material or fundamental breach of any obligation under this Agreement. Throughout the Term the Company shall monitor the Care Provider’s financial standing against the Company’s financial position taken on the commencement date. In the event that the Care Provider’s financial position falls below the position recorded on the commencement date the Company shall discuss the Care Provider’s circumstances with the Company.
The Company reserves the right to terminate this Agreement by serving notice on the Care Provider in writing with effect from the date specified in such notice where (in the reasonable opinion of the Company ) there is a material detrimental change in the financial standing of the Care Provider which:
- adversely impacts on the Care Provider’s ability to provide the Company under this Agreement; or
- could reasonably be expected to have an adverse impact on the Care Provider’s ability to provide the Services under this Agreement.
- either Party may at any time by notice in writing terminate this Agreement forthwith, if the other Party is in default of any obligation under this Agreement
- could reasonably be expected to have an adverse impact on the Care Provider’s ability to provide the Services under this Agreement.