The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Certification: all registrations, qualifications, documents and any other legal and/or GDC, NMC/HCPC requirement and any other regulatory requirement that Locum need to maintain and satisfy in order to provide dental services to patients.
Client: the dental practice/hospital/enterprise that uses Locum Services under an Engagement.
Client Certification: the Client, being a healthcare provider dental practice/hospital providing NHS and/or private services, must be registered at all times with the Care Quality Commission (CQC), be allowed to operate under the CQC’s rating system and comply with all legal requirements, or registration requirements of any other regulatory body, as applicable from time to time.
Client Job Posting: any job vacancies posted by the Client on the Platform.
Client Job Posting Details: any details and/or requirements posted on the Platform in relation to a Client Job Posting. These may include, but shall not be limited to, date that the Locum Services are required, number of hours, location, lunch break, additional requirements.
Conditions: these terms and conditions as amended from time to time in accordance with 11.5.
Contract: the agreement between Locum World and Locum for the supply of Services in accordance with these Conditions.
Data Protection Laws: any laws and regulations relating to privacy or the use or processing of data relating to natural persons, including: (a) EU Directives 95/46/EC and 2002/58/EC (as amended by 2009/136/EC) and any legislation implementing or made pursuant to such directives, including (in the UK) the Data Protection Act 1998 (the "DPA") and the Privacy and Electronic Communications (EC Directive) Regulations 2003; and (b) from 25 May 2018, EU Regulation 2016/679 ("GDPR"); and (c) any laws or regulations ratifying, implementing, adopting, supplementing or replacing GDPR; in each case, to the extent in force, and as such are updated, amended or replaced from time to time.
Engagement: the Client’s engagement of a Locum further to a Client Job Posting and a subsequent match with a Locum and acceptance by the Locum on the Platform.
Engagement Certification: the Certification and any other document and information that the Client may require provided by the Locum on the Platform, or in person to the Client in order to comply with its obligation to check the Certification upon every Engagement or via a third party or otherwise, about, but not limited to, the Locum’s employment status, training, qualifications, suitability, experience.
Engagement Contract: the contract between the Client and the Locum for the supply of Locum Services, which can be found here: https://www.locum-world.com/legal/locum’s.pdf. This shall include any Client Job Posting Details.
Engagement Details: details relating to the Engagement posted on the Platform by the Client and shall constitute the Client Job Posting Details.
Fees: the fees payable by the Client for the supply of the Locum Services in accordance with clause 5.
GDC: General Dental Council.
NMC: The Nursing & Midwifery Council
HCPC: Health and Care Professions Council
Good Practice: the exercise of care, skill and diligence that would be expected from a suitably qualified and experienced professional engaged in the same type of services as the Locum Services.
Hours: the number of hours of work required by a Locum further to an Engagement.
Locum World: the provider of the Platform and operating as a medium between the Locum and the Client. Manicks Dental Agency Ltd is a company registered in England and Wales with company number 14164790 , trading as Locum World.
Locum: the individual dental nurse, dentist, doctor, etc registered with the GDC, NMC, HCPC and all other required registration bodies at all times, who provides Locum Services to the Client upon Engagement and pursuant to the terms of the Engagement Contract.
Locum Hourly Rate: the fee paid to the Locum per hour which can vary depending on the number of Engagements of the Locum through the Platform. Locum World determines the Locum Hourly Rate.
Locum Services: the services to be provided by a Locum to the Client further to an Engagement.
Platform: www.locum-world.com, owned and operated by Manicks Dental Agency Ltd. 22 Services: the services supplied by Locum World to the Locum as set out in clause 2.2.
1.2 Interpretation:
A reference to legislation or a legislative provision:
is a reference to it as amended, extended or re-enacted from time to time; and
shall include all subordinate legislation made from time to time under that legislation or legislative provision.
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.
A reference to writing or written includes email.
The singular includes the plural and vice versa.
Basis of contract and background
2.1 The Locum, by using the Platform and signing up, agrees to these Conditions and confirms that it has read and understands the Conditions.
2.2 The Locum acknowledges and accepts that by accepting a Client Job Posting it enters into an Engagement Contract with the Client which shall govern the Engagement and the performance of the Locum Services. Locum World is the Platform provider and introductory medium between the Client and the Locum and it shall not be liable for any act or omission of the Locum and/or the Client. The Client shall be responsible for any fees and payment in relation to the Locum Services.
2.3 Locum World provides the services of a web-based Platform whereby the Client can post Client Job Postings requesting the services of a Locum. The Locum who have signed in with the Platform get notified of the Client Job Postings and they may accept the Client Job Posting if it is suitable.
2.4 Any descriptive matter or advertising issued by Locum World are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Locum seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
Supply of Services and Locum World’s rights and obligations
3.1 Locum World shall supply the Services to the Locum in accordance with this agreement in all material respects.
3.2 Locumloop shall use all reasonable endeavors to provide systems that enable the Locum to set up its profile (sign in process) by inserting its details, Certification and any other qualifications and information that Locum World requires and review the information provided so that the Locum may accept any suitable Client Job Posting.
3.3 Locum World shall use all reasonable endeavors to check and confirm the Certification. When a Locum signs up with the Platform they shall provide GDC Certificate, NMC, HCPC and all other registrations, indemnity insurance policy, proof of Hepatitis B vaccination and Disclosure & Barring Service (DBS) Certificate. Upon Engagement, the Client shall carry out all appropriate Locum checks to confirm the Certifications, including repeating Locum World’s checks and any additional checks it requires and shall bear the ultimate liability for any loss arising out of or connected to the performance or non-performance of the Locum checks determined according to the CQC and GDC requirements and any other regulatory requirements from time to time.
3.4 Locum World reserves the right to amend the specification of Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Locum World shall notify the Locum in any such event.
3.5 Locum World warrants to the Locum that the Services will be provided using reasonable care and skill.
3.6 Locum World reserves the right to block/remove the Locum from the Platform and immediately terminate the Contract.
3.7 Locum World reserves the right to introduce at any point and without notice to the Locum a rating system that shall apply to any Client and Locum.
3.8 Locum World reserves the right to revisit and amend by increasing or reducing the Locum Hourly Rate at any moment without prior notice to the Client and/or Locum.
Locum's obligations
4.1 The Locum shall provide to Locum World its GDC Certificate, NMC, HCPC and all other necessary registrations, indemnity insurance policy, proof of Hepatitis B vaccination and Disclosure & Barring Service (DBS) Certificate and any other Certification that Locum World may require from time to time, upon signing up with the Platform and prior to any Engagement. The Locum shall be responsible to ensure that any Certification, document, information, provided as set out in this clause 4.1 is and remains up to date throughout the duration of this agreement.
4.2 The Locum shall be responsible for:-
any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Locum Services. The Locum shall further indemnify Locum World against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Locum World in connection with or in consequence of any such liability, deduction, contribution, assessment or claim.
any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Locum against Locum World arising out of or in connection with the provision of the Locum Services.
4.3 The Locum shall ensure that it deals with its own tax affairs having a self-employed working status and warrants that Locum World shall not have any tax related liability arising from the provision of Locum Services to the Client.
4.4 The Locum warrants to Locum World that it shall be solely liable to the Client for any loss arising out of its acts or omissions during the provision of Locum Services.
4.5 The Locum shall provide written notice on the Platform and in any other way that the Client may require in the Engagement Details at least 48 hours prior to commencement of the Engagement or as soon as practicable to cancel the Engagement or if it is unable to perform the Locum Services. This notice shall not indemnify the Locum from cancellation fees.
4.6 The Locum shall:
ensure that any information it provides in the Platform is complete, accurate and up-to-date;
cooperate with Locum World in all matters relating to the Services;
provide Locum World with such information and materials as Locum World may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
agree to the Hours specified on the Client Job Posting; and
confirm any changes to the Engagement, such as, but not limited to, any last-minute Hours alterations, cancellation, no-show, to both Locum World and the Client.
Fees and payment
5.1 The Fees shall be payable by the Client upon completion of the Engagement and calculation of the Hours worked by the Locum, as set out on the Client Job Posting or as agreed between the Locum and the Client. If the number of Hours worked by the Locum is different than the Hours on the Job Posting the Locum or the Client shall inform Locum World. If the Locum and the Client cannot agree on the number of Hours worked by the Locum, Locum World shall determine the number of Hours and this decision shall be final. The Locum Hourly Rate is set by Locum World and Locum World reserves the right to increase and reduce the Locum Hourly Rate at any time.
5.2 The payment of the Fee is made via Stripe. Stripe is a third-party online payment platform via which the Locum will be paid the Fee. The Client and the Locum shall create an account with Stripe upon signing up and the Client shall provide its credit card details prior to making a Client Job Posting on the Platform. Upon completion of an Engagement the Locum shall be paid from Locum World’s account on Stripe and as set out in clause 5.4.
5.3 The Locum shall have access to its transaction history on the Platform.
5.4 Payment of the Fees to the Locum shall be made via Stripe within, in most cases, 7 days from completion of the Engagement. Locum World shall not be held liable for any delays caused by Stripe, which is a third-party provider, or the Client.
5.5 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Locum to the Client, the Client shall pay to the Locum such additional amounts in respect of VAT as are chargeable on the supply of the Locum Services at the same time as payment is due for the supply of the Locum Services.
5.6 Locum World reserves the right to introduce cancellation fees when an Engagement is cancelled by the Locum prior to commencement of, or during an Engagement. Locum World reserves the right to introduce alternative cancellation fees at any moment without prior notice to the Locum.
5.7 In cases of no-show by the Locum, Locum World shall use reasonable endeavors to find a replacement Locum for the Client without guaranteeing doing so. The Client shall not be charged the Fees and no-show fees to be imposed on the Locum may be introduced by Locum World at any point during the duration of this agreement.
5.8 All amounts due under the Contract 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).
Data protection
The parties shall comply with their data protection obligations as set out in Schedule 1.
Limitation of liability
7.1 The Client has obtained insurance cover in respect of its own legal liability for individual claims exceeding £1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Client has been able to arrange and the Locum is responsible for making its own arrangements for the insurance of any excess loss.
7.2 References to liability in this 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
7.3 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; and
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
7.4 Subject to 7.3 (Liabilities which cannot legally be limited), Locum World’s total liability to the Locum:
for all loss or damage shall not exceed £1,000.
7.5 The caps on Locum World’s liabilities shall be reduced by:
payment of an uncapped liability;
amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
7.6 Subject to 7.3 (Liabilities which cannot legally be limited), this 7.6 sets out the types of loss that are wholly excluded:
loss of profits.
loss of sales or business.
loss of agreements or contracts.
loss of anticipated savings.
loss of use or corruption of software, data or information.
loss of or damage to goodwill; and
indirect or consequential loss.
7.7 Unless Locum notifies Locum World that it intends to make a claim in respect of an event within the notice period, Locum World shall have no liability for that event. The notice period for an event shall start on the day on which the Locum became, or ought reasonably to have become aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
7.8 This 7 shall survive termination of the Contract.
Termination
8.1 Without affecting any other right or remedy available to it, Locum World may terminate the Contract with immediate effect. Locum World shall give written notice to the Locum to terminate the Contract in relation to any Engagement with duration period longer than one day.
Consequences of termination
9.1 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
9.2 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
General
10.1 Force majeure. 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.
10.2 Confidentiality.
Each party undertakes that it shall not at any time disclose to any person or entity any confidential information concerning the business, affairs, clients, suppliers of the other party, except as permitted by 10.2(b).
Each party may disclose the other party’s confidential information:
to its employees, officers, representatives, contractors, subcontractors agents 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 10.2; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
10.3 Entire agreement.
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.
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 based on any statement in the Contract.
Nothing in this clause shall limit or exclude any liability for fraud.
10.4 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
10.5 Waiver. 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. 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.
10.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract is deleted under this 10.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
10.7 Notices.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email to the address specified in the Platform.
Any notice or communication shall be deemed to have been received:
if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
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 10.7(b)(iii), business hours means 9.00am to 5.00pm GMT Monday to Friday on a day that is not a public holiday in the place of receipt.
This 10.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
10.8 Third party rights.
Unless it expressly states otherwise, 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.
The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
10.9 Governing law. 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.
10.10 Jurisdiction. 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.
Schedule 1 Data protection
The terms “Data Subject”, “Personal Data” and “processing” shall have the same meaning as set out in the Data Protection Laws.
The parties acknowledge that, for the purposes of the Data Protection Laws, each party shall be considered to be a Data Controller with respect to Personal Data processed in connection with the Platform and the Engagement.
The parties shall comply with the provisions and obligations imposed by the Data Protection Laws at all times when processing Personal Data in connection with this Agreement.
To the extent that a party processes any Personal Data on behalf of the other party, the processing party shall: (a) comply with the provisions and obligations imposed on a processor by the GDPR, including the stipulations set out in Article 28(3)(a)-(h) which form a part of, and are incorporated into, this Agreement as if they were set out in full, and the reference to "documented instructions" in Article 28(3)(a) shall include the provisions of this Agreement; and (b) not disclose any Personal Data to any Data Subject or to a third party other than at the written request of the other Party or as expressly provided for in this Agreement.
Each party shall maintain records of all processing operations that contain at least the minimum information required by the Data Protection Laws and shall make such information available to any Data Protection Regulator on request.
Locum World receives and processes Personal Data of the Locum as set out in this agreement and may share this Personal Data with the Client only for the purpose of this agreement or as otherwise expressly authorized by the Locum. Locum World implements and maintains technical and organizational measures and procedures to ensure an appropriate level of security for such Personal Data.
