JASPER PLATFORM CLIENT TERMS OF USE

2.1

The Jasper Platform connects health and social care providers with care professionals. It enables you to find temporary workers to fill roles more efficiently and effectively. When You create an account on the Jasper Platform, you will be able to:

2.1.1

share details of the Assignments You are seeking to fill, and manage those Assignments;

2.1.2

view the profiles of Candidates We make available to You, and select Candidates for Assignments;

2.1.3

edit Your profile and Your account details;

2.1.4

review timesheets;

2.1.5

provide feedback or comments relating to the relevant Candidate or the Assignment.

2.2

The Jasper Platform will identify Candidates for You, based on Your requirements, along with the applicable Charges that will apply. We use a ranking system to determine the order in which Candidates see Assignments on the Jasper Platform. The ranking is determined by a combination of factors, which may include: (i) information Candidates have provided to Us about themselves and the Assignments they are interested in; (ii) information You have provided to Us; (iii) popularity metrics, such as the number of views of a particular Assignment or of a worker's profile; (iii) location of Assignments; (iv) reviews and feedback; and (v) paid promotional placements.

2.3

Candidates You select for Assignments will be engaged by Us, acting as an Employment Business, in accordance with the Conduct Regulations. Candidates will be deemed to be "workers" under a contract of service with Us. The Candidate will not have any direct contractual relationship with You in relation to the Assignment.

2.4

Subject to Your compliance with these Terms, Jasper grants You a non-exclusive, non-transferable, non-sublicensable, royalty-free, limited, revocable licence to use the Jasper Platform in accordance with these User Terms.

2.5

You acknowledge and agree that all intellectual property rights in the Jasper Platform are owned by Jasper, its Group, and/or its licensees.

2.6

Please note that We act as an "employment business" as defined within the Conduct Regulations, except in circumstances where a permanent placement results, in which case We will be acting as an "employment agency" as defined within the Conduct Regulations.

2.7

You hereby authorise Us to act on Your behalf to identify Candidates and present them to You via the Jasper Platform.

3.1

When You sign up to the Jasper Services and the Jasper Platform, You will be asked to create a User Account. When doing so, You will be asked to provide certain information such as:

3.1.1

the name of the organisation on whose behalf You are entering into these Terms;

3.1.2

certain business details of the organisation entering into these Terms, including their registered address and their company registration number if they are a registered company; and

3.1.3

the first name and last name of the individual creating the account, that individual's role within Your organisation, and their email address.

3.2

You must be at least 18 years of age to create a User Account and to use the Jasper Platform and the Jasper Services. All information You provide to us must be accurate and complete. You must make sure that You keep all information up to date using the Jasper Platform. The information You enter, such as Your name and email address, must be valid and accurate. We will delete any accounts that We believe are fake, or operated by bots.

3.3

You must ensure that You keep Your account secure. You must tell us immediately using the Jasper Platform, if You become aware that Your account has been compromised.

3.4

If You choose, or You are provided with, any user identification codes, passwords or any other pieces of information in order to access the Jasper Services or the Jasper Platform, You must treat such information as confidential, and You must not disclose them to any third party. You must ensure that all Your Staff comply with this clause.

3.5

We have the right to suspend or disable your User Account/access to the Jasper Platform, or to disable any user identification code or password, whether chosen by You or allocated by Us, at any time, if in Our opinion You have failed to comply with any of the provisions of these Terms, if We believe Your user identification has been compromised or if We otherwise believe there is a security risk.

3.6

You are responsible for making all arrangements necessary for You to have access to the Jasper Services and the Jasper Platform. You are also responsible for ensuring that all persons who access the Jasper Platform through Your internet connection are aware of and comply with these Terms.

3.7

From time to time, You may be unable to access your User Account for technical reasons. This includes if We make updates to the Jasper Platform.

3.8

We may cancel Your right to use of the Jasper Platform at any time for convenience. If we do this, we will give You at least 30 days' notice, explaining our reasons.

4.1

You must comply, and ensure that all Your Staff comply, at all times with the following conditions of use:

4.1.1

You must comply with all applicable laws and regulations and will not use the Jasper Platform for any improper or fraudulent purposes;

4.1.2

You will not use the Jasper Platform for any commercial gain, outside of any business relationship with Jasper, as governed by these Terms;

4.1.3

You hereby confirm that You are not, and that You will not act as, any form of locum or recruitment agency, such as an employment agency, an employment business, or any other form of agency.

4.2

You acknowledge that Your use of the Jasper Platform may be subject to third-party terms, including but not limited to, the terms of any relevant app store. You must comply with any such terms.

4.3

You will not (nor allow third parties on Your behalf to):

4.3.1

make and distribute copies of any part of the Jasper Platform;

4.3.2

attempt to copy, rent, sub-licence, loan, merge, reproduce, alter, modify, reverse engineer, disassemble, decompile, transfer, exchange, translate, hack, distribute, harm or misuse any part of the Jasper Platform;

4.3.3

seek to damage, interfere with or disrupt the Jasper Platform in any way, whether through the introduction of a virus or otherwise;

4.3.4

create derivative works of the Jasper Platform of any kind whatsoever;

4.3.5

use any process to survey, monitor, copy, or scrape any material, content or data comprised in the Jasper Platform;

4.3.6

use any technology that in any way interferes with the Jasper Platform;

4.3.7

introduce any viruses, trojan horses, logic bombs, worms, or other similar technology to attempt to gain access to any part of the Jasper Platform, or an data, computers or servers; or

4.3.8

introduce any denial-of-service attacks, distributed denial-of-service attacks or anything similar.

4.4

You are responsible for paying any third party charges in order to use the Jasper Platform, including but not limited to any data charges levied by any mobile network providers.

4.5

You must not do anything that calls into question or challenges any of Our rights, or those of Our Group, including, without limitation, any of Our Intellectual Property Rights in the Jasper Platform.

4.6

You must pay all amounts required under these Terms when they become due.

4.7

You must not do anything which might damage the reputation of Our brand, business or the Jasper Services, or which might bring Us, the Jasper Services, the Jasper Platform, or Our business, or into disrepute.

4.8

We may in our discretion remove You from, and disable Your access to, or suspend Your use of, the Jasper Platform if We receive complaints about You from others who use the Jasper Platform, or if We have concerns about You or Your organisation. For example if We have concerns about health and safety, Your treatment of candidates, or Your compliance with regulatory or legal requirements.

4.9

You must ensure that any feedback, reviews, comments, or other content You post is reasonable, balanced and fair. We may in Our discretion remove anything which We believe is offensive, defamatory, illegal, harmful, inaccurate, or un-balanced. In addition We may in Our discretion disable Your access to the Jasper Platform and disable Your User Account if You post such content.

4.10

When You create an account with Us, We will use Your logo, trade marks, branding, images and text ("Materials") You provide, to create a profile for You so that You can advertise the roles You are seeking to fill on Our Platform. You hereby grant us a non-exclusive worldwide licence to use the Materials You provide to Us, the purpose of providing the Jasper Services. We may, in our discretion, remove any Materials which we believe are offensive, defamatory, illegal, or harmful and cancel Your account. Other than posting Assignments You are seeking to fill, You must not use the Jasper Platform to post any other commercial messages or content, to publicise or advertise Your own business, or for any other commercial purposes.

4.11

When You access the Jasper Platform, You will be able to view content posted by others, including Candidates. This includes without limitation, their image, information they have shared about themselves, their qualifications and experience, and other materials they may make available. You may use this information solely for the purpose of reviewing the Candidate's suitability for a role. You may not share it with any third parties, or use it for any other purpose, or use such information in any other way, including without limitation in any way which might cause harm to the Candidate, or which in any way violates their rights.

5.1

We may release updates, patches, or new versions of the Jasper Platform from time to time. You must promptly install such updates to ensure the security and functionality of the Jasper Platform.

5.2

You acknowledge and agree that:

5.2.1

the Jasper Platform is provided over the internet and mobile networks and thus the quality and availability of the Jasper Platform may be affected by factors outside Jasper's reasonable control; and

5.2.2

We do not accept any responsibility whatsoever for unavailability of the Jasper Platform, or any difficulty or inability to download or access content or any other communication system failure which may result in the Jasper Platform being unavailable.

5.3

We use commercially reasonable endeavours to maintain the Jasper Platform. However We are not responsible for providing You with any support or maintenance for the Jasper Platform. The Jasper Platform is provided 'as is' and 'as available' without warranty of any kind. We give You no guarantee that Your use of the Jasper Platform will be uninterrupted or error free.

5.4

We may temporarily suspend access to the Jasper Platform for any reason, including in order to carry out maintenance or make improvements to it.

5.5

To the maximum extent permitted by law, We exclude all implied warranties in relation to the Jasper Platform.

6.1

The Jasper Platform will identify Candidates for You, based on Your requirements. When you select a Candidate, the Candidate will be automatically notified that You have selected them. The Candidate will have the opportunity to accept or decline the Assignment.

6.2

Once a Candidate selects an Assignment You have posted, We will notify You via the Jasper Platform. You will then be able to confirm whether or not You accept the Candidate. If You accept the Candidate, You will receive a Temp Schedule from Us. This acts as confirmation that the Assignment has been accepted. You will be bound in respect of such Assignment once We have sent such confirmation.

6.3

Once We have confirmed to You that We will supply You with the services of a particular Candidate, We will provide You with a Temp Schedule confirming the name of Temp, the agreed Charges, the duration of Assignment, a description of the Services, notice periods and any other relevant details communicated and agreed between the parties. The Temp Schedule may be provided via email or via the Jasper Platform, or other means We deem appropriate. The Temp Schedule forms part of Your contract with Us. We will use reasonable endeavours to ensure each Temp Schedule is accurate. However, if We need to correct any error or mistake in the Temp Schedule We will notify You, and re-issue the relevant Temp Schedule.

6.4

Once You have Engaged a Temp, the Temp will be able to submit time sheets via the Jasper Platform. You are responsible for reviewing and approving the accuracy of any time sheets submitted. You must ensure that You promptly review and action such timesheets in the Jasper Platform within 7 days from the date of submission. If You have not actioned a timesheet within this 7-day period You will be deemed to have accepted it. You may not refuse to approve timesheets, solely on the grounds that You are not happy with the standard of the work carried out by the Temp. Your failure to action any timesheet does not absolve You of Your obligation to pay the Charges. We will not be liable for fraudulent timesheets.

6.5

If You dispute the amount of time claimed on a timesheet, then You must notify Us within two working days from date on which We present to You the applicable claimed hours/days for verification. You must co-operate fully and in a timely fashion with Us, including by providing us with documentary evidence of the hours/days worked by the Temp, to enable Us to establish what periods of time, if any, the Temp worked.

6.6

You must comply with any legal obligation (for example, under the Equality Act 2010 and any successor legislation) to make reasonable adjustments for workers with a disability. We will not be liable to You for the cancellation of any Assignment by a worker in connection with any failure to make such reasonable adjustments, or if they feel they are unable to work because of any deficiency in the working environment or working conditions You provide.

7.1

Subject to clause 8.1, You agree that when You or Your Group or any of Your Staff Engages a Temp, other than through Us, either during an Assignment or within the Quarantine Period, You must immediately notify Us of that Engagement. You agree to pay Us the Transfer Fee irrespective of the planned duration of the Engagement. No refund of the Transfer Fee will be paid if the Engagement subsequently terminates. VAT is payable in addition to any fee due.

7.2

Subject to clause 8.2, if We have Introduced a Candidate to You which does not immediately result in the Candidate supplying services to You, but which later leads to an Engagement of Candidate by You, or by Your Group, (howsoever arising) within 6 months from the date of Introduction, You agree to notify Us of that Engagement and agree to pay Us the Transfer Fee in accordance with clause 7 above. You must pay VAT, where applicable, in addition to any fee due.

7.3

All Introductions are confidential. If You pass details of a Candidate and/or Temp to any third party (including, for the avoidance of doubt, any member of Your Group) resulting in the Engagement of that Candidate and/or Temp, then You agree to pay Us the Transfer Fee. You must pay VAT, where applicable, in addition to any fee due.

7.4

You must notify us of the actual Remuneration/fees You, your Group, intends to (directly or indirectly) pay the Temp so as to enable Us to calculate any Transfer Fee. If You fail to notify Us of the actual Remuneration/fees, We will be entitled to calculate the Transfer Fee based on comparable market rates for similar roles.

7.5

For the avoidance of doubt, no refund of the Transfer Fee will be paid if the Engagement subsequently terminates.

8.1

As an alternative to the Transfer Fee agreed in clause 7, You may provide Us with written notice requiring Us to supply the services of the Temp for a further period of 12 weeks, set out as the Alternative Hire Period, during which period You must pay the Charges agreed pursuant to clause 13.1.

8.2

As an alternative to the Transfer Fee agreed in clause 7.17.1, You may provide Us with five (5) days' written notice to require Us to supply the Services of the Temp for the Alternative Hire Period, during which period You must pay the Charges agreed pursuant to clause 13.1 above or where none are agreed, pursuant to market rate in the Our sole opinion.

8.3

Upon completion of the entire duration of the Alternative Hire Period and the payment in full of invoices relating thereto, You may engage with the Temp directly or indirectly without any additional payment to Us.

8.4

Where You do not give such notice as required within clauses 8.1 and 8.2 before the Candidate/Temp is Engaged, You acknowledge and agree that the Transfer Fee will become due in full.

8.5

Pursuant to clauses 8.1 and 8.2 above, a further Temp Schedule will be issued by Us via the Jasper Platform or via email, and these Terms will continue in full force and effect during the Alternative Hire Period.

8.6

If the Temp or the Candidate ceases to provide Services for whatever reason during the Alternative Hire Period, You acknowledge and agree that the Transfer Fee will become due, minus the portion directly relating to Our gross profit which You have paid to Us during the period of the Alternative Hire Period that the Candidate or the Temp completed.

8.7

For the avoidance of doubt, You will not be refunded any fees or Charges which You have paid to Us in relation to the Alternative Hire Period and/or Transfer Fee.

9.1

We will use reasonable efforts to carry out our standard background checks and screening in respect of Candidates.

9.2

Our standard background checks and screening processes includes the following:

9.2.1

We will take reasonable steps to review the Candidate's identification information/documentation and comply with applicable UK Government guidelines;

9.2.2

We will obtain information about the Candidate's experience and English language skills;

9.2.3

We will obtain appropriate references and carry out Our standard check on any professional certificates;

9.2.4

if applicable, we will check the NMC registration database for any practice restrictions;

9.2.5

We will request copies of DBS certificates and carry out online DBS checks; and

9.2.6

We will obtain confirmation from the Candidate that they possess professional indemnity insurance.

9.3

We may vary Our screening and background checks process at any time in Our discretion. We may use a third party to carry out screening and/or background checks on Our behalf. You acknowledge that such third parties may rely on electronic versions of document provided by or on Your behalf.

10.1

You may instruct Us, in writing, to end the Services of the Temp immediately in the event of substantial non-performance or serious misconduct of the Temp, provided that You provide detailed, written confirmation of such relevant non-performance and/or misconduct.

10.2

You must comply with Your applicable legal and regulatory obligations to report concerns about the Temp to the appropriate regulatory authorities. We are not responsible or liable to You for the conduct of any Temp, or their behaviour or actions in connection with any Assignment.

10.3

We may cancel any Assignment immediately by giving You notice in writing if You are in breach of any of these Terms.

10.4

Either party may cancel an Assignment prior to the end of such Assignment, for convenience on written notice, subject to the following:

10.4.1

if You cancel an Assignment less than 12 hours before the Assignment is due to start, You must pay half of the full amount which would have been due, had the Assignment been completed in full; and

10.4.2

if you cancel an Assignment less than 6 hours before the Assignment is due to start, You must pay the full amount which would have been due, and the Assignment been completed in full.

10.5

Each of the amounts referred to in clauses 10.4.1 and 10.4.2, shall be payable as a single payment, which We may invoice You for immediately following receipt of the notice of cancellation.

10.6

In any event of termination of an Assignment pursuant to clause 10.1 above, We will use reasonable endeavours to provide an alternative Temp within fourteen days that in Our reasonable opinion is suitable to provide the Services.

10.7

Notwithstanding clause 12.5, We may, in our absolute discretion and at any time, terminate an Assignment upon immediate notice without liability if in Our opinion the Temp is no longer suitable to provide the Services.

11.1

You must ensure that you maintain all necessary registrations and comply with all regulatory requirements, including with the CQC as applicable.

11.2

You agree to, and where applicable will ensure Your Staff will, be responsible for providing an appropriate working environment for the Temp and any necessary resources, tools and facilities for Temp.

11.3

You undertake to provide Us with details of any specific health and safety risks in relation to the Services and Assignment, together with details of any steps taken to prevent or control such risks.

11.4

You must ensure that:

11.4.1

the Temp works in a safe environment in accordance with a safe system of work and that You comply with all relevant health and safety legislation and adhere to industry best practice, and that You provide appropriate training to the Temp (with the Temp being entitled to be paid for the time spent receiving such training); and

11.4.2

the Temp does not undertake any work during an Assignment which is hazardous without first conducting a risk assessment, informing Us and the Temp of the outcome of that risk assessment and steps taken (or to be taken) to reduce the risk.

11.5

You hereby indemnify Us and our Group, and keep Us indemnified, from and against all loss or liability suffered or incurred by Us or any of our Group, as a result of any claim by the Temp arising out of any injury or damage to his/her person and/or property suffered in the course of performing the Services.

11.6

You hereby warrant and confirm that You have given Us sufficient information to properly consider the suitability of the Candidate and You undertake to confirm in writing to Us:

11.6.1

the date upon which the Candidate/Temp is required to commence the provision of the Services;

11.6.2

the expected duration of the Engagement;

11.6.3

the nature of and/or specifics of the Services required to be provided by Candidate/Temp;

11.6.4

the location or locations at which the Candidate/Temp is expected to deliver the Services;

11.6.5

the number of hours/days and any specific time-keeping and time recording requirements that You expect of Candidate/Temp;

11.6.6

any experience, training, qualifications, professional body authorisations that You, the law or any relevant professional body requires the Candidate/Temp to possess to provide the Services;

11.6.7

any expenses payable by or to Candidate/Temp;

11.6.8

any site regulations, IT access/security/usage policies, health and safety procedures and any other procedures or policies You require the Candidate/Temp to adhere to and will provide copies of any such policies/procedure to Us; and

11.6.9

any health and safety risks and any steps taken to address those risks.

11.7

You undertake to notify Us immediately if You, any member of Your Group, intends to:

11.7.1

Engage a Candidate whom we have Introduced; or

11.7.2

extend any Assignment or otherwise Engage directly or indirectly a Candidate and/or Temp whom We have Introduced or supplied.

11.8

You must inform Us immediately of any significant issues in relation to a Temp or if You are dissatisfied with a Temp in any respect.

11.9

You hereby warrant that You will, and where applicable will ensure that Your Staff will, from the start of Assignment, and save where objectively reasonable justifiable, provide the Temp with access to any and all of Your collective facilities and amenities, in the same manner as if the Temp were a direct worker or employee of Yours.

11.10

Upon Our request, You undertake to promptly provide Us with accurate information about Your working and employment conditions whether by contract or by collective agreement or otherwise, that relate to Your employees and direct workers. This shall include, without limitation:

11.10.1

the standard terms and conditions that apply to Your employees and those that apply to Your workers;

11.10.2

details relating to the application and calculation of, pay scales, bonuses, commission, overtime, shift allowance, unsocial hours allowance, hazardous duties, holiday pay, other related emoluments;

11.10.3

entitlements relating to annual leave, night work, rest periods, rest breaks;

11.10.4

benefits of monetary value including, without limitation, vouchers and stamps; and

11.10.5

any other information as may be required by Us to comply with the AWR.

11.11

You must notify Us, and provide Us with details of, any subsequent variations to any such employment and working conditions.

11.12

Before any Candidate begins an Assignment, We will notify You if the Candidate is a Qualifying Temporary Worker, or if they will become a Qualifying Temporary Worker during the Assignment. You agree that You must comply with all requirements under the AWR applicable to Qualifying Temporary Workers, including ensuring that You provide Candidates with access to the same facilities and amenities as Your employees.

11.13

Where the AWR applies to Assignment, You agree that You will, upon Our request and without delay, provide accurate details relating to the working and employment conditions (as defined within regulation 5(2) and regulation 6 of the AWR) of Your workers and/or employees who undertake the same or broadly similar work as that of Temp during the Assignment.

11.14

Where the AWR applies to the Assignment and where applicable pursuant to information obtained under clause 11.11 above, You will apply the same or similar process as applied to assess pay that is directly attributable to the amount or quality of the work done by the Temp. For the purposes of this clause "pay" means as defined in regulation 6(2) of the AWR.

11.15

Where the AWR applies to the Assignment and the Temp is pregnant, You acknowledge and agree that, following the Qualifying Period, You will permit the Temp time off to attend ante-natal medical appointments and ante-natal classes. Where such time off to attend ante-natal medical appointments and ante-natal classes falls within the normal working periods of the Temp during the Assignment, You agree to pay Us Charges, in accordance with clause 13.1, for such periods whether by inclusion of such time on a timesheet or otherwise.

11.16

Where the AWR applies to an Assignment, You acknowledge and agree that, following the Qualifying Period, if the Temp is unable to continue to provide some or all of the Services on maternity grounds due to reasons of health and safety, You will undertake to make such reasonable adjustments as are necessary to allow the Temp to continue providing Services for the duration of the Assignment. For the avoidance of doubt, such reasonable adjustments will include provision of alternative work on terms no less favourable than those applicable during the Assignment. If the Temp is unable to work due to health and safety on maternity grounds then You will remain liable to pay the Charges in accordance with clause 13.1 for the period of absence, net of Our Charges.

11.17

You undertake and agree to immediately notify Us where a Temp has worked for You in the same or similar role as the Assignment where, prior to the planned commencement of Assignment, such role is within the Qualifying Period.

11.18

You warrant and undertake that You will not seek to deny the Temp's entitlement to rights under the AWR by virtue of the structure of Assignments and will at all times comply with regulation 9 of the AWR.

11.19

You warrant and undertake that all information You provide to Us under these Terms is true and accurate.

Our Obligations

otice at Our absolute discretion.

12.6

We are responsible for payment to the Temp for work done during the Assignment and for any PAYE, National Insurance and any other statutory deductions required to comply with legislation.

13.1

You agree to pay Our Charges for the Introduction of and for the Services of the Temp that are calculated as the Temp's hourly charge rate unless otherwise agreed and set out within the applicable Temp Schedule.

13.2

You agree to pay Us the Charges set out in clause 13.1 above for the number of hours worked (to the nearest quarter hour) including a sum as detailed within the applicable Temp Schedule for Employer's National Insurance Contributions and holiday pay in accordance with the Working Time Regulations 1998, in respect of the Temp.

13.3

You acknowledge and agree that:

13.3.1

We will not make any refunds or rebates to You or Your Group in respect of any Charges;

13.3.2

You agree to pay Us all reasonable business expenses incurred by the Temp in the provision of the Services;

13.3.3

You must pay VAT in addition to Charges.

13.4

You acknowledge and agree that We may, upon notice, increase the charge rate set out in under clause 13.1 (or as set out in the relevant Temp Schedule if applicable) in order to comply with the AWR.

13.5

You acknowledge and agree that You have no right to set-off, withhold or deduct monies from sums due to Us under these Terms. We may set off any amount owed to You against any amount you owe to Us.

13.6

You acknowledge that We may increase any Charges where the cost of the supply of the Temp increases due to a change in legislation.

13.7

Unless the context otherwise requires, references to the singular include the plural and feminine includes masculine and vice versa.

14.1

We will raise invoices weekly in areas in respect of the Charges payable and You agree to pay such invoices within 7 days of the date of the invoice, unless otherwise agreed and set out within the applicable Temp Schedule.

14.2

All invoices will be deemed to be accepted in full by You unless You notify Us in writing within five days of the amount You dispute and the reason You are disputing that amount. In the event You do so notify Us that You wish to dispute an invoice, You agree to pay any undisputed part of such invoice within the agreed payment terms and will co-operate fully with Us in order to resolve the dispute as quickly as possible.

14.3

We reserve the right to charge interest on invoiced amounts overdue at the statutory rate as prescribed pursuant to Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 (and as may be calculated using the calculator on Website: www.payontime.co.uk) from the due date until the date payment is received in cleared funds and to charge compensation and further recovery costs in accordance with the Late Payment of Commercial Debts Regulations 2013.

15.1

Your use of the Jasper Platform and the Jasper Services is governed by Jasper's Privacy Policy, which you can access here: https://jasperpersonnel.co.uk/privacy.

15.2

We will collect information about Your organisation such as the name of Your organisation, Your address and contact details; candidate information; booking history; information included in a Temp Schedule; information about an Assignment such as the nature of the Assignment and its duration; behavioural information about how You use the Jasper Platform (including for example, how you navigate it and how much time you spend on it); details of any early cancellation of an Assignment; details of any complaints, or other issues arising in connection with an Assignment; information about reviews; and other information. We may retain this information after Our contract with You has ended. We may use this information to inform the way We design the Jasper Platform and the Jasper services, and to gain insights into how Clients and Candidates are using them. We may use these insights to send messages promoting the Jasper Services. We may also use the information to improve Our user encouraging user engagement (for example, by improving the design of the Japer Platform) and to improve the way in which potential candidates are brought to Your attention, and for other internal business purposes.

15.3

You must procure that all Your Staff have reviewed Our privacy policy in order to understand how We may collect, use, and disclose any Personal Data.

15.4

For the purposes of this clause 15, "Data Subject" has the meaning set out in and will be interpreted in accordance with Data Protection Legislation. For the avoidance of doubt, Data Subject includes the Candidate and Temp.

15.5

You acknowledge that We are a Data Controller in respect of the Personal Data of the Candidate/Temp and that We provide such Personal Data to You in accordance with Data Protection Legislation for the purposes anticipated by these Terms.

15.6

You acknowledge that You are also an independent Data Controller of the relevant Personal Data. The parties are not Joint Controllers (as defined within Data Protection Legislation) save where a specific agreement is made to that effect between the parties.

15.7

The parties hereto agree that the Temp is not Your Data Processor (as defined within Data Protection Legislation) save where agreed otherwise within a Temp Schedule and subject to additional terms and conditions.

15.8

The parties warrant to each other that any Personal Data relating to a Data Subject, whether provided by You, Us or by the Candidate or the Temp, will be used, Processed and recorded by the receiving party in accordance with Data Protection Legislation.

15.9

The parties will take appropriate technical and organisational measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration or disclosure.

15.10

You agree that You will:

15.10.1

comply with Our instructions as regards the transfer/sharing of data between the parties. If You require Personal Data not already in Your control to be provided by Us, You must set out Your legal basis for the request of such data and accept that We may refuse to share/transfer such Personal Data where, in Our reasonable opinion, it does not comply with its obligations in accordance with Data Protection Legislation; and

15.10.2

not cause Us to breach any of Our obligations under the Data Protection Legislation.

15.11

If You become aware of any actual or any reasonably suspected Personal Data Breach, You must immediately notify Us and provide Us with a description of the Personal Data Breach, the categories of data that was the subject of the Personal Data Breach and the identity of each Data Subject affected, and any other information We reasonably request relating to the Personal Data Breach.

15.12

In the event of a Personal Data Breach, You must promptly (at Your own expense) provide such information, assistance and cooperation and do such things as We may request to:

15.12.1

investigate and defend any claim or regulatory investigation;

15.12.2

mitigate, remedy and/or rectify such breach; and

15.12.3

prevent future breaches.

15.13

You must provide Us with details in writing of all such steps taken in relation to the above.

15.14

You must not release or publish any filing, communication, notice, press release or report concerning any Personal Data Breach without Our prior written approval.

15.15

You agree that You will only Process the Personal Data of a Candidate or of a Temp for the agreed purpose of provision of Services pursuant to these Terms law.

15.16

You must provide Us with evidence of compliance with this clause 15 upon Our request.

16.1

The Jasper Platform is provided on an as-is basis. We give no warranty about its functionality, content, or accuracy, or that Your use of the Jasper Platform will be uninterrupted or error free, or that the Jasper Platform will be fit for any particular purpose.

16.2

We will use reasonable endeavours to ensure the Temp has the required standard of skill, integrity and reliability. Nevertheless, We are not liable for any loss, expense, damage or delay arising from and in connection with any failure on the part of the Temp to perform the Services nor for any negligence whether wilful or otherwise, dishonesty, fraud, acts or omissions, misconduct or lack of skill of Temp howsoever arising.

16.3

You must comply, and will procure that all Your Staff comply, in all respects with all relevant statutes, by-laws and legal requirements including provision of adequate public liability insurance in respect of Temp. You agree to allow and reasonably assist Us in complying with Our legal obligations regarding the introduction of the Candidate/s and supply of Services by Temp.

16.4

Where it is foreseeable that the Temp will work hours in contravention to the provisions of the Working Time Regulations, You will provide written notice to Us in good time prior to the commencement of Assignment. We will ask if the Temp is willing to sign the relevant opt-out under the Working Time Regulations.

16.5

We are providing resourcing services comprising of sourcing, introduction and payroll administration in relation to Services performed by the Temp and accordingly, We do not accept any liability, howsoever arising, for the quality of Services provided by the Temp, save for death or personal injury caused by Our direct negligence.

16.6

Save where required by law, We are not liable to You for:

16.6.1

any loss of profits, loss of business, loss of revenue, depletion of goodwill, pure economic loss, loss of anticipated savings, damages, charges, expenses and/or similar losses; or

16.6.2

any special, indirect or consequential losses.

16.7

Save as required by law, Our sole aggregate liability to You arising under or in connection with these Terms will be limited to the greater of ten thousand pounds sterling £10,000, and the total aggregate amount paid by You to Us in respect of the applicable Assignment in the preceding three-month period.

17.1

You agree to indemnify Us and keep Us indemnified against any costs, claims or liabilities incurred directly or indirectly by Us arising out of or in connection with these Terms including (without limitation) as a result of:

17.1.1

any breach of these Terms by You (including Your employees, subcontractors and agents);

17.1.2

any breach or alleged breach of the AWR by Us which is caused by any of Your acts or omissions, or those of your Staff.

17.1.3

any breach by You, or any of Your employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity).

18.1

Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by notifying the other party if:

18.1.1

the other party commits a material breach of any term of this Agreement that:

18.1.2

is not capable of remedy, or

18.1.3

if capable of remedy, is not remedied within a period of 30 days by the other party after being notified to do so.

18.2

Either party may terminate these Terms if;

18.2.1

the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

18.2.2

the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

18.2.3

the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

18.2.4

a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

18.2.5

an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party;

18.2.6

the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

18.2.7

a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

18.2.8

a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and that attachment or process is not discharged within 14 days;

18.2.9

any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 18.2.3 to clause 18.2.8 (inclusive); or

18.2.10

the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

18.2.11

the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.

18.3

Without prejudice to Our other rights or remedies, We may terminate these Terms if You breach any of the following clauses: clauses 3,3.8,6,11,13,14, or 15.

18.4

On expiry or termination for any reason for these Terms, unless the otherwise notified in writing by Us, Your commitment to honour any Assignments which You have already agreed to shall continue until the completion of the Assignment, and shall continue to be governed by these Terms as fi they were still in force.

18.5

On expiry of termination for any reason of these Terms, any provisions that expressly or by implication are intended to come into or continue in force on or after such termination or expiry shall remain in full force and effect, including the following provisions: 1; 2.5; 4.1.2; 4.1.3; clauses 4.3 to 4.7; 4.9; 4.11; 6.4; 7.3; 7.4; 7.5; 8.6; 8.7; 10.1; 10.5; clauses 11.5 to 11.9; 11.18; 11.19; 13; 14.2; 14.3; and 16.

20.1 If You require support in relation to Your use of the Jasper Platform, You can contact Us using the following email: info@jasperpersonnel.co.uk.

21.1 We may make changes to these Terms relating to Your use and access of the Jasper Platform at any time, by notifying You through the Jasper Platform. You will be asked to accept the changes. If You do not accept the changes, We may terminate Your right to use the Jasper Platform, and You will no longer be able to access and use it. We will give you at least 15 days' notice of any changes.

22.1

These Terms will take effective on the date on which You click to accept them. You agree that they contain the entire agreement between the parties in relation to their subject matter. Unless otherwise agreed in writing, these Terms prevail over any previous terms of business, agreement or any purchase conditions put forward by You.

22.2

Where there is a conflict between the main body of these Terms and any Temp Schedule, the main body of these Terms will take precedence, except where expressly provided for within the clauses herein or agreed as a variation set out within Temp Schedule.

22.3

Headings contained in these Terms are for reference purposes only and will not affect the intended meanings of the clauses to which they relate.

22.4

We are not liable for any delay or failure in performance of its obligations to You where this arises from matters outside Our reasonable control.

22.5

Any failure by Us to enforce at any particular time any one or more of these Terms will not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.

22.6

These Terms are personal to You, and You may not assign them without Our prior written consent. For the avoidance of doubt, this restriction includes any assignment to any subsidiary, associated company or member of Client's group.

22.7

If any provision, clause or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms will remain in full force and effect to the extent permitted by law.

22.8

No provision of these Terms will be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999 ("the Act"). This does not, however, affect any right or remedy of a third party that exists or is available independently of the Act.

22.9

These Terms supersede all previous agreements or representations whether written or oral. To the extent You have provided, or provide Us with, any of Your terms and conditions, any such terms and conditions shall be deemed not to apply. These Terms may not be modified or amended except in writing and signed by one of Our duly authorised representatives.

23.1

You must send any notice required to be given under these Terms by hand or sent by prepaid first class post to Our registered address stated at the beginning of these Terms.

23.2

We may send notices to You to Your registered address, or to any business address on any correspondence You are using from time to time. We may also send notices to You by email to such email addresses as You may use to communicate with Us from time to time, or via the Jasper Platform.

23.3

Notices in connection with these Terms will be deemed to have been given and served:

23.3.1

if delivered by hand, at the time of delivery provided that they are delivered before 17.00 pm on a business day. If delivered after this time, they shall be deemed to have been given and served at 10.00 am on the next business day after the day of delivery;

23.3.2

if sent by e-mail, or via the Jasper Platform, at the time of sending if sent on a business day before 17.00 p.m. or in any other case at 10.00 a.m. on the next business day; or

23.3.3

if sent by prepaid first class post, 48 hours from the time of posting.

23.4

For the avoidance of doubt and for the purpose of this clause, a "business day" will mean any day excluding Saturday, Sunday and public holidays.

24.1

In the event any dispute arising out of or in connection with this Agreement, the parties shall first seek to resolve the dispute amicably. You should contact Us using the following contact details 91 High Street, Worle, Weston-Super-Mare, BS22 6ET so that We can handle Your enquiry via Our internal complaints handling process.

24.2

If the dispute cannot be resolved, either of Us may propose to the other in writing that the dispute is referred to mediation. The other party shall consider such proposal. Any such mediation shall be conducted by a mediator agreed between the parties. We may be prepared to consider mediation facilitated through the following organisations:

24.2.1

CEDR (the Centre for Effective Dispute Resolution), whose website is at https://www.cedr.com; and

24.2.2

The Civil Mediation Council, whose website it at: https://civilmediation.org.

24.3

Any mediation shall take place in English and the language of the mediation shall be English.

24.4

Notwithstanding clause 24.2, We are not obliged to enter into mediation with You, and nothing in these Terms prevents us from seeking a remedy through the courts.

24.5

These Terms will be construed in accordance with the laws of England and Wales and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of these Terms will be subject to the exclusive jurisdiction of the courts of England and Wales.