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The following definitions and rules of interpretation apply in these Conditions.

 

  1. Interpretation
    • 1.1 Definitions:
      1. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
      2. Certification: all registrations, qualifications, documents and any other legal and/or GDC, NMC, HCPC requirement and any other regulatory requirement that Locum’s need to maintain and satisfy in order to provide dental services to patients.
      3. Client: the enterprise/the dental practice/hospital that purchases Services from the Supplier
      4. Client Default: has the meaning set out in clause 4.2.
      5. 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.
      6. Client Job Posting: any job vacancies posted by the Client on the Platform.
      7. 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.
      8. Conditions: these terms and conditions as amended from time to time in accordance with 11.5
      9. Contract: the agreement between the Supplier and the Client for the supply of Services in accordance with these Conditions.
      10. 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.
      11. 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.
      12. Engagement Contract: the contract between the Client and the Locum for the supply of Locum Services, which can be found here: https://locum-world/legal/enterprise/t&c.pdf. This shall include any Client Job Posting Details.
      13. GDC: General Dental Council. NMC: The Nursing & Midwifery Council HCPC: Health and Care Professions Council
      14. Fees: the fees payable by the Client for the supply of the Services in accordance with clause 5.
      15. Locum: the individual dental nurse/ nurse/dentist, etc registered with the GDC/ NMC/ HCPC and all other required registrations at all times, who provides Locum Services to the Client upon Engagement and pursuant to the terms of the Engagement Contract.
      16. Locum Fees: the fees payable by the Client for the supply of the Locum Services in accordance with clause 5.
      17. 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. The Supplier determines the Locum Hourly Rate.
      18. Locum Services: the services to be provided by a Locum to the Client
      19. Platform: www.locum-world.com, owned and operated by Manicks Dental Agency Ltd, trading as Locum World.
      20. Services: the services, supplied by the Supplier to the Client as set out in clause 2.2
      21. Supplier: Manicks Dental Agency Ltd registered in England and Wales with company number 14164790.
    • 1.2 Interpretation:
      1. A reference to legislation or a legislative provision:
        1. is a reference to it as amended, extended or re-enacted from time to time; and
        2. shall include all subordinate legislation made from time to time under that legislation or legislative provision.
      2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
      3. A reference to writing or written includes email.
      4. The singular includes the plural and vice versa.
  2. Basis of contract and background
    • 2.1 The Client, by using the Platform and signing up, agrees to these Conditions and confirms that it has read and understands the Conditions.
    • 2.2 The Supplier provides the services of a web-based Platform whereby the Client can post Client Job Postings requesting the services of a Locum. The Locum gets notified of the Client Job Postings and they may accept the Client Job Posting if it is suitable.
    • 2.3 Once a Locum accepts a Client Job Posting the contractual relationship between the Locum and the Client shall be governed by the Engagement Contract. The Supplier is an introductory forum between the Client and the Locum and it shall not be liable for any act or omission of the Locum and/or the Client.
    • 2.4 Any descriptive matter or advertising issued by the Supplier 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 Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
  3. Supply of Services and Supplier’s rights and obligations
    • 3.1 The Supplier shall supply the Services to the Client in accordance with this agreement in all material respects.
    • 3.2 The Supplier shall use all reasonable endeavors to provide systems that enable the Client to set up its profile (sign in process) by inserting its details and any other information that the Supplier requires and review the information provided so that the Client may post any Job Postings.
    • 3.3 The Supplier shall not be required to check or confirm any Certification.
    • 3.4 When a Locum signs up with the Platform they shall provide GDC Certificate, NMC, HCPC, indemnity insurance policy, proof of Hepatitis B vaccination and Disclosure & Barring Service (DBS) Certificate and all other necessary certifications required to do Locum work. Upon Engagement, the Client shall carry out all appropriate Locum checks to confirm the Certifications, including repeating the Supplier’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.
    • 3.5 The Supplier 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 the Supplier shall notify the Client in any such event.
    • 3.6 The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.
    • 3.7 The Supplier reserves the right to block/remove the Client from the Platform and immediately terminate the Contract.
    • 3.8 The Supplier reserves the right to introduce at any point and without notice to the Client a rating system that shall apply to any Client and Locum.
    • 3.9 The Supplier reserves the right to revisit and amend by increasing or reducing the Locum Hourly Rate and the Fee at any moment without prior notice to the Client.
  4. Client's obligations
    • 4.1 The Client shall:
      1. ensure that any information it provides in the Platform is complete, accurate and up-to-date;
      2. cooperate with the Supplier in all matters relating to the Services;
      3. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
      4. obtain and maintain all necessary licenses, permissions, consents and insurance covers which may be required for the Services and Locum Services before the date on which the Services and Locum Services are to start and maintain these throughout the duration of this agreement;
      5. warrant that it maintains the Client Certification at all times during the term of this agreement and the Engagement Contract;
      6. ensure that it deals with its own tax affairs and the Supplier shall not have any tax related liability arising from the provision of Services;
      7. ensure that it complies with its payment obligations as set out in clause 5.
    • 4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
      1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier's performance of any of its obligations;
      2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this 4.2; and
      3. the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.
  5. Fees and payment
    • 5.1 The Fee shall be 10% commission payable to the Supplier upon completion of the Engagement. This is an introductory fee and the Supplier reserves the right to increase the Fee at any point without prior notice to the Client. The Client shall be responsible to cover the Locum Fee additionally.
    • 5.2 Cancellation Fees: if the Client cancels the Engagement less than 72 hours prior to commencement of the Engagement of the Locum a cancellation fee of 50% of the Locum Fee and the Fee (Cancellation Fee) will be incurred payable by the Client. The Supplier reserves the right to increase the Cancellation Fee at any point without prior notice to the Client.
    • 5.3 Upon signing up and providing its details on the Platform, the Client shall create an account with Stripe, as defined in clause 5.4 below, and the Client shall provide its credit card details prior to making a Client Job Posting on the Platform. These are retained by Stripe and the credit card gets charged immediately upon completion of the Locum Engagement and provision of the Locum Services. The amount being charged on the Client’s credit card consists of the Fee, the Locum Fee and any Cancellation Fee.
    • 5.4 The payment of the Fee, the Locum Fee and any Cancellation Fee is made via Stripe, card payment or invoice. If chosen to be Invoiced, Invoices will be submitted each Monday and payment will be due by Friday of that week. Stripe is a third party online payment platform that enables payment processing and related functions for multi-sided marketplaces and other electronic commerce platforms and via which any fees owed to the Supplier and Locum shall be paid.
    • 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 Supplier to the Client, the Client shall pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
    • 5.6 If the Client fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under 8, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this 5.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
    • 5.7 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).
  6. Data protection
    • The parties shall comply with their data protection obligations as set out in Schedule 1.
  7. Limitation of liability
    • 7.1 The Supplier 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 Supplier has been able to arrange and the Client 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 this 7 shall limit the Client's payment obligations under the Contract.
    • 7.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    • 7.5 Subject to 7.4 (Liabilities which cannot legally be limited), the Supplier's total liability to the Client: (a) for all loss or damage shall not exceed £1,000.
    • 7.6 The caps on the Supplier's liabilities shall be reduced by:
      • (a) payment of an uncapped liability;
      • (b) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment. 
    • 7.7 Subject to clause 7.3 (No limitation of customer's payment obligations) and clause 7.4 (Liabilities which cannot legally be limited), this 7.7 sets out the types of loss that are wholly excluded:
      • (a) loss of profits.
      • (b) loss of sales or business.
      • (c) loss of agreements or contracts.
      • (d) loss of anticipated savings.
      • (e) loss of use or corruption of software, data or information.
      • (f) loss of or damage to goodwill; and
      • (g) indirect or consequential loss.
    • 7.8 Unless the Client notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Client 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.
    • 7.9 This 7 shall survive termination of the Contract.
  8. Termination
    • 8.1 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect.
    • 8.2 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services with immediate effect if:
      • (a) the other party commits a material breach of any term of the Contract;
      • (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
      • (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      • (d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfill its obligations under the Contract has been placed in jeopardy.
      • (e) the other party commits any fraud or dishonesty or acts in any manner which in the opinion of the Supplier brings or is likely to bring the Supplier into disrepute or is materially adverse to the interests of the Supplier.
    • 8.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if:
      • (a) the Client fails to pay any amount due under the Contract on the due date for payment; or
      • (b) there is a change of control of the Client.
  9. Consequences of termination
    • 9.1 On termination of the Contract:
      • (a) the Client shall immediately pay to the Supplier all of the Supplier's outstanding unpaid fees and interest and, in respect of Services supplied.
    • 9.2 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.
    • 9.3 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
  10. 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 Assignment and other dealings.
      • (a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
      • (b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
    • 10.3 Confidentiality.
      • (a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party, except as permitted by 10.3(b).
      • (b) Each party may disclose the other party's confidential information:
        • (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 10.3; and
        • (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • (c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
    • 10.4 Entire agreement.
      • (a) 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.
      • (b) 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.
      • (c) Nothing in this clause shall limit or exclude any liability for fraud.
    • 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 use 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.
      • (a) 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.
      • (b) Any notice or communication shall be deemed to have been received:
        • (i) if delivered by hand, at the time the notice is left at the proper address;
        • (ii) 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 (iii) 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 se 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.
      • (c) 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.
      • (a) 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.
      • (b) 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
    1. The terms “Data Subject”, “Personal Data” and “processing” shall have the same meaning as set out in the Data Protection Laws.
    2. 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.
    3. 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.
    4. 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.
    5. 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.
    6. If either party receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data by the other party or to either party's compliance with the Data Protection Laws, it shall as soon as reasonably practicable notify the other party and it shall provide the other party with reasonable assistance in relation to any such complaint, notice or communication or personal data breach.
    7. The parties shall cooperate and assist each other in relation to any request made by a Data Subject to exercise its rights under the Data Protection Laws.
    8. The Client shall act as the Data Controller and the Supplier shall act as the Data Processor in respect of the Personal Data relating to a Locum supplied to the Supplier through the Platform

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