Effective from June 2018
These Terms of Service (“Terms”) define the relationship between The Employment Management Platform Limited (registered in England and Wales under company number 10559324 whose registered office is at 5th Floor Hampton By Hilton, 42-50 Kimpton Road, Luton, Bedfordshire, LU2 0FP) (“TEMP”, “we”, “us” or “our”), who operate the Platform referred to as the “FLEXR Platform” (the “Platform”), and you, being the individual person or business (be that an individual engaged in business, firm or corporate entity) creating an account through the Platform and referred to hereafter as “you” or “your”.
These Terms govern your access to and use of the Platforms and Platform technology (by which we mean a set of application programming interfaces and services (such as content) that enable parties to provide, share and retrieve data), services, applications, software, operating manuals and user instructions provided by TEMP or its licensors in respect of the Platform (collectively the “Service”). The Service TEMP provides is designed to facilitate the business purpose of sending and receiving information and data in respect of the employment and human resource marketplace (whether that be temporary, permanent or otherwise) and may be more particularly described on the individual sections of the Platform.
These Terms, and any agreement between you and us, are only in the English language.
The following terms shall have the following meanings when used in these Terms:
“Assignment” a period of time during which a Worker or Employee is assigned to work for and under the supervision and direction of a Hirer (by a Provider or otherwise);
“Contractor” a professional services provider engaged by an Engager through a third-party on a sub-contracted basis in order to provide services for and on behalf of that Engager to a Customer and not being an employee, worker, agent, partner or servant of an Engager, any third-party which an Engager engages them through or any Customer;
“Customer” a customer of an Engager who has contracted with the Engager for the provision of services which the Engager is using a Contractor to undertake;
“DPL” data protection legislation, being the Data Protection Act 1998, as amended or enacted in some other way from time to time (including, without limitation, by the General Data Protection Regulation) and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or relevant Government department in relation to such legislation;
“Employee” a person having a contract of employment with an Employer (whoever that may be) as an employee or who is to potentially have such a contract;
“Employer” a party having an employment contract with an Employee;
“Employment” an Employee’s employment by an Employer;
“Engager” a party engaging a Contractor through a third-party to provide services on its behalf to one of its Customers;
“Hirer” a person, firm or corporate body together with any subsidiary or associated person, firm or corporate body, to whom a Worker or Employee is supplied or will potentially be supplied (by a Provider or otherwise) to work temporarily for and under the supervision and direction of that person, firm or corporate body;
“Placement” a period of time during which a Contractor is assigned to provide services for and on behalf of an Engager to a Customer;
“Provider” a party acting as an employment business (as defined in section 13 of the Employment Agencies Act 1973) in assigning a Worker or Employee to work for and under the supervision and direction of a Hirer; and
“Worker” a person providing or wishing to provide services to a Provider or a Hirer.
- YOUR USE OF THE SERVICE
You may use the Service only if you can form a binding contract with TEMP, and only in compliance with these Terms and all applicable laws, rules and regulations. The Service may change from time to time as we evolve, refine or add more features to the Service, often without prior notice to you. In addition, TEMP may temporarily or permanently stop providing the Service, or any features within the Service, to you, or to Users using your account, and may not be able to provide you with prior notice.
- YOUR CONTENT
Large areas of the Service allow you, Users using your account and others to upload, share and view information, data, text and images (“your Content” or “Content”, as the case may be), and to share your Content with others.
You agree that any Content that is uploaded using your account does not and will not violate rights of any kind, including but not limited to any intellectual property rights or rights of privacy. We reserve the right, but are not obligated, to reject and/or remove any Content that we believe, in our sole discretion, violates these provisions.
You are solely responsible for the accuracy and completeness of your Content, and agree only to provide true, accurate, current and complete Content.
You retain full ownership to your Content, but you agree to grant us a worldwide, non-exclusive, irrevocable, transferable, perpetual, royalty-free licence (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, edit, translate, make derivatives of, display and distribute such Content in connection with providing the Service to you and Users using your account in accordance with your account settings. You are responsible for managing your settings in respect of your account. In connection with providing the Service, we may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.
We reserve the right to access, read, preserve and disclose any information as we reasonably believe is necessary to:
- satisfy any applicable law, regulation, legal process or governmental request;
- enforce these Terms, including investigation of potential violations;
- detect, prevent or otherwise address fraud, security or technical issues;
- respond to user support requests; or
- protect the rights, property or safety of TEMP, its users and the public.
Where your Content constitutes personal data as defined in the DPL, if the Service requires TEMP to provide that Content to any third-party, you shall ensure that any relevant data subject has given consent to the processing, or that the processing is otherwise compliant with the first data protection principle set out in the DPL.
TEMP shall (in circumstances where it is a data processor) process any personal data contained within your Content only in accordance with your instructions. You shall be deemed to have instructed TEMP to process any such personal data to the extent reasonably necessary for the provision of the Service.
Each of you and TEMP warrants that it shall take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, the personal data of the other party.
- YOUR ACCOUNT
The sections of the Platform will guide you through the steps you need to take to create an account with us. You must provide us with accurate information when you create your account with us. Your account with us gives you, and Users using your account, access to the Service and functionality that we may establish and maintain from time to time and in our sole discretion. If you connect to the Service with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. You may never use another user’s account without permission.
- ACCOUNT SECURITY
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with us or a third-party service. We encourage you to use “strong” passwords that use a combination of upper and lower case letters, numbers and symbols with your account. You agree not to disclose your password to any third-party. TEMP cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your account.
- TEMP’S LICENCE TO YOU AND PAYMENT
Subject to these Terms, TEMP gives you a personal, worldwide, royalty-free, non-assignable, non-sublicensable and non-exclusive licence to use the Service. We reserve all rights not expressly granted in these Terms in the Service. We can terminate this licence at any time for any reason or for no reason without any obligation regarding providing a refund of any sums paid.
Where you subscribe for any part or parts of the Service which involve you paying for their use (“Paid Service”), your licence to use the Paid Service will commence on the date you subscribe to use it and it shall continue until it is terminated by us or you on 30 days’ notice. Your licence for the Paid Service is subject to you paying the applicable licence fee. The licence fee will be as described by TEMP.
We reserve the right to vary the licence fee for the Paid Service, provided always that we give you 60 days’ notice of our intention to do so.
- TEMP’S PROPERTY, COPYRIGHTS AND FEEDBACK
All right, title and interest in and to the Platform and the Service (excluding your Content) are and will remain the exclusive property of TEMP and its licensors. The Platform and the Service are protected by copyright, trademark and other laws of both England and foreign countries. Nothing in these Terms gives you a right to use the “TEMP” name or any of TEMP’s trademarks (including but not limited to “FLEXR”), logos, domain names and other distinctive brand features. Any feedback, comments or suggestions you may provide regarding TEMP, the Platform or the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
- USE OF CONTENT
All Content in or on the Service is the sole responsibility of the person who originated such Content. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Service or endorse any Content. We may not monitor or control the Content posted via the Service and we cannot take responsibility for such Content. Under no circumstances will TEMP be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content in the Service.
You agree that you are responsible for your use of the Service, for any Content you provide or which is provided through your account and for any consequences thereof, including the use of your Content by other users and third-parties. You understand that if you do not have the right to submit Content to the Service, doing so may subject you to liability. You further understand that if any Content you submit to the Service is not accurate, this may subject you to liability. TEMP will not be responsible or liable for any use of your Content by TEMP in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit or which is submitted by others through your account including all necessary rights to upload your Content for use in accordance with these Terms.
- ACCEPTABLE USE OF THE SERVICE
The Service is not intended to be used as the sole basis for any business decision. Where any Content obtained through it is provided by third-parties to TEMP (including you) and not directly by TEMP, it is not possible and/or economically viable for TEMP to check the accuracy and/or completeness of that Content nor make any guarantees in respect of it.
You shall, in connection with your use of the Service, comply with all legislation, regulations and other rules having equivalent force which are applicable to you.
In order to protect the integrity of the Service, you shall comply with TEMP’s reasonable instructions and guidelines relating to data security.
TEMP is trusted by its users and we trust you to use the Service responsibly. You agree not to misuse the Service. For example, you must not, and must not attempt to do the following things:
- use the Service for any unlawful purposes or for promotion of illegal activities, nor for anything misleading, malicious, dishonest, unprofessional or discriminatory;
- post any Content on the Service in violation of any applicable law, including intellectual property laws and right of privacy or publicity laws, or any contractual obligation;
- impersonate others through the Service or otherwise misrepresent your affiliation with a person or entity in a manner that does or is intended to mislead, confuse or deceive others;
- provide any false information or create an account for anyone other than yourself without permission;
- where you are a Worker, Employee or Contractor, misrepresent your current or previous positions and qualifications;
- misrepresent your identity;
- disclose information that you do not have the right to disclose;
- publish or post other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorisation and permission;
- send unsolicited communications, promotions or advertisements or spam;
- access, tamper with or use non-public areas of the Platform, the Service, TEMP’s computer systems or the technical delivery systems of TEMP’s providers;
- probe, scan or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- access or search the Platform or the Service by any means other than our publicly supported interfaces (for example, “scraping”); or
- interfere with, or disrupt, the access of any user, host or network, including but not limited to sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service. International users agree to comply with all local laws regarding online conduct and acceptable content.
We may investigate and/or suspend your account if you or others using your account violate any of the above rules. Furthermore, we reserve the right to immediately terminate your account without further notice in the event that, in our sole and absolute judgment, you or others using your account violate these Terms or abuse the use of the Service.
The Service TEMP provides is designed to facilitate the business purpose of sending and receiving information and data in respect of the employment and human resource marketplace (whether that be temporary, permanent or otherwise). In this respect, and without limitation, it is designed to facilitate the management of:
- the provision of curriculum vitaes and references;
- Assignments, Employment and Placements;
- the absence from work of a Worker, Employee or Contractor;
- the payment of a Worker, Employee or Contractor (and associated payroll);
- the absences and sickness of a Worker, Employee or Contractor; and
- verification of the suitability of a Worker, Employee or Contractor to work or provide services, as the case may be, and including but not limited to their identification documents, clearance to work and criminal records bureau clearance, clearance to remain and work in the United Kingdom, registration with any relevant regulatory professional or trade body together with their qualifications and training to verify that they are capable of providing any applicable services in respect of which they are assigned under any Assignment, Employment or Placement.
Where you are a Worker, Employee or Contractor, as the case may be, you consent to TEMP and any relevant Customer, Employer, Engager, Hirer or Provider, as the case may be, together with any other intermediaries involved in supplying your services in respect of any Assignment, Employment or Placement concerning you, as the case may be, holding and processing data relating to you for legal, personnel, administrative and management purposes associated with the Service and in particular to the processing of any “sensitive personal data” concerning you as defined in the DPL.
Where you are a Customer, Employer, Engager, Hirer or Provider, as the case may be, together with any other intermediaries involved in supplying the services of a Worker, Employee or Contractor, as the case may be, in respect of any Assignment, Employment or Placement concerning them, as the case may be, you consent to TEMP and them holding and processing data relating to you for legal, personnel, administrative and management purposes associated with the Service and in particular to the processing of any “sensitive personal data” as defined in the DPL.
- THIRD-PARTY LINKS
You agree to defend, indemnify and hold harmless TEMP and its licensees and licensors, and our and their employees, workers, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to legal fees) arising from your use of and access to the Platform and the Service, including any data or Content transmitted or received by you, another party’s access or use of the Service through your account (whether or not with your username and password), or your violation of these Terms, applicable law, rule or regulation.
- NO WARRANTY
The Platform and the service are provided on an “as is” and “as available” basis. Use of the Platform and the service is at your own risk. To the maximum extent permitted by applicable law, the Platform and the service are provided without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose or non-infringement. Without limiting the foregoing, temp and its licensors do not warrant that the content on the Platform and the service is accurate, reliable or correct; that the service will meet your requirements; that the Platform or the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Platform or the service are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Platform or the service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Platform or the service. We do not warrant, endorse, guarantee or assume responsibility for any assignment, employment, placement, product or service advertised or offered by a third-party through the Platform or the service or any hyperlinked website or service, and we will not be a party to or in any way monitor any transaction between you and third-party providers of assignments, employment, placements, products or services.
- LIMITATIONS OF LIABILITY
To the maximum extent permitted by applicable law, in no event shall temp, its licensees, licensors, affiliates, agents, directors, employees or suppliers be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, the platform or the service. Under no circumstances will temp be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorised access or use of the platform or the service or your account or the information contained therein.
To the maximum extent permitted by applicable law, temp assumes no liability or responsibility for any:
- Errors, mistakes or inaccuracies of content;
- Death or personal injury (other than as a result of our negligence) or property damage, of any nature whatsoever, resulting from your access to or use of the platform or the service;
- Any unauthorised access to or use of our secure servers and/or any and all personal information stored therein;
- Any interruption or cessation of transmission to or from the platform or the service;
- Any bugs, viruses, trojan horses or the like that may be transmitted to or through the platform or the service by any third-party;
- Any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, e-mailed, transmitted or otherwise made available through the platform or the service; and/or
- User content or the defamatory, offensive or illegal conduct of any third-party.
In no event shall temp, its licensees, licensors, agents, directors, employees or suppliers be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the lesser of the aggregate of all licence fees you have paid to us hereunder in respect of the service in the contract year in which the liability arises (if any) and £1,000. A “year” shall be a period of 12 months commencing from the date your licence commences and each anniversary of that date.
This limitation of liability section applies whether the alleged liability is based on statute, common law, contract, tort, negligence, strict liability, or any other basis, even if temp has been advised of the possibility of such damage.
The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
You agree that our licensees, licensors, affiliates, agents, directors, employees or suppliers, together with us, shall be entitled to the benefit of the foregoing limitations of liability.
You acknowledge that we must limit our liability and that we are only able to provide the service based on the foregoing limitations of liability. You are advised to take out your own insurance arrangements if you wish to limit your exposure or risk or if you require further or different cover.
The Platform and the Service are controlled and operated from TEMP’s facilities in England. We make no representations that the Platform or the Service are appropriate or available for use in other locations. Those who access or use the Platform or the Service from other jurisdictions do so at their own volition and risk and are entirely responsible for compliance with all applicable English and local laws, rules and regulations. Unless otherwise explicitly stated, all materials found on the Platform and the Service are solely directed to individuals, companies or other entities located in the United Kingdom.
- MISCELLANEOUS LEGAL TERMS
These Terms and any rights and licenses granted hereunder may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.
The parties to these Terms will attempt in good faith to resolve any dispute or claim arising out of or relating to these Terms promptly through negotiations. If the matter is not resolved through negotiations within 30 days of those negotiations commencing, either party may commence court proceedings. Nothing in this section shall limit either party’s ability to seek injunctive relief or other emergency relief.
You agree that the Platform and the Service are based in England. These Terms are governed by and construed according to the laws of England and you irrevocably consent to the exclusive jurisdiction and venue of the courts of England. This choice of law and venue is made to ensure uniform procedures and interpretations for all users of the Platform and the Service no matter where they may be located or where they use the Platform or the Service.
Subject to section 12, no variation of these Terms will be valid unless confirmed in writing signed by an authorised signatory of TEMP.
No waiver of any sections of these Terms shall be deemed a further or continuing waiver of such term or any other term, and TEMP’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
We may provide notifications, whether these are required by law or are for marketing or other business related purposes, to you via e-mail notice, written or hard copy notice or through posting of such notice on the Platform, as determined by us in our sole discretion.
If as a result of any changes in legislation, regulations, codes or other rules having equivalent force (including any reasonable interpretation thereof), TEMP considers in its reasonable opinion that it is no longer desirable or commercially viable for it to continue to provide the Service at all or in accordance with these Terms, or if any third-party data or software becomes unavailable to TEMP, TEMP shall be entitled to do one of the following on giving prior notice to you:
- modify the affect part of the Service as necessary to accommodate such changes or unavailability; or
- terminate the Service (without further liability).
5th Floor Hampton By Hilton
42-50 Kimpton Road, Luton
Bedfordshire, LU2 0FP
© 2018 The Employment Management Platform Limited. All Rights Reserved. Company #: 10559324