Doc2uk client TERMS AND CONDITIONS
These Terms and Conditions shall apply to the provision of Services by the Agency to the Client.
In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Agency in writing.
Doc2uk.com is a digital platform for NHS Hospitals and Trusts in the UK (Clients) to review and interview potentially employable candidates for substantive posts on a single platform. Information about candidates may also be sent directly to Clients by the Agency, typically via email. The candidate database will be updated at regular intervals to give the Clients the best opportunity to choose the right candidate for them.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Agency” means doc2uk Ltd, a company registered in the UK under number 10831141 whose registered office is at 22 Camborne Road, Edgware, UK - HA8 8FD; “Candidate” means any person (Doctor) whose details appear on the Database, or whose details are otherwise provided to the Client by the Agency; “Client” means any person, firm or company (NHS Trust/Hospital) registering with the Agency, including any associates or subsidiaries; “Confidential Information” means any information concerning either Party and relating to its business methods, plans, systems, finances or projects; its trade secrets; its products or services; or any other information which is expressly described as confidential; “Database” means the digital platform created by and owned by the Agency, providing recruitment information about prospective Candidates and through which interviews may be conducted between Clients and prospective Candidates; “Data Protection Laws” means Regulation (EU) 2016/679 and any legislation in force from time to time which implements it or the European Community's Directive 95/46/EC and Directive 2002/58/EC and any other similar national privacy legislation and guidance issued by data protection regulators; “Data Subject” means data subject as defined in the Data Protection Laws; “Engagement” means any employment, engagement or use by a Client of an Candidate; “Introduction” an introduction takes place at the point at which the Agency provides (by any means) a Client with any information concerning a Candidate, or where the Client accesses information concerning a Candidate from the Database; “Introduction Fee” means the fee payable by the Client to the Agency in accordance with these Terms and Conditions; “Personal Data” means personal data as defined in the Data Protection Laws; “Remuneration” means any salary, fees, bonuses, commission, allowances, or any other financial benefit payable to, or received by a Candidate for services to a Client; “Services” means the employment agency services provided by the Agency to the Client as set out in these Terms and Conditions; and “Shared Personal Data” means any Personal Data shared between the Parties pursuant to this Agreement.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;
1.2.4 a Schedule is a schedule to these Terms and Conditions; and
1.2.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and
1.2.6 a "Party" or the "Parties" refer to the parties to these Terms and Conditions.
1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.
2. The Contract
2.1 By registering with the Agency, you have accepted these Terms and Conditions, which shall govern your relationship with the Agency in all matters regarding, without limitation, the Introduction to and Engagement of a Candidate. In the event of any conflict with any other Terms and Conditions these terms shall prevail unless agreed otherwise in writing by a Director of the Agency.
2.2 These Terms and Conditions (as may be updated from time to time) supersede all previous terms of business.
3. The Agency’s Obligations
3.1 The Agency shall use its reasonable commercial endeavours to update the Database for Clients’ use. Clients may review Candidates’ profiles on the Database and conduct interviews on the Database using Skype or such other mode of video conferencing facility as may be available at the relevant time.
3.2 The Agency shall use its reasonable commercial endeavours to find suitable and willing Candidates to fill such vacancies as are notified to the Agency by the Client or to notify the Client if the Agency believes it is unable to assist with the Client’s requirements.
3.3 The Agency shall use its reasonable commercial endeavours to ensure that vacancy advertisements are published on the date agreed with the Client or, where no date is agreed, within 4 weeks of receiving details of the vacancy.
3.4 The Agency will endeavour to ensure that all Candidates introduced to the Client have the experience, qualifications, and authorisations which are required by the Client, by law or by any professional body, for the position(s) that the Client wishes to fill, and will also endeavour to verify the identity of Candidates prior to Introducing them to the Client.
3.5 The Agency will endeavour to ensure that Clients and Candidates are aware of any requirements imposed by law or any professional body (including, without limitation, the General Medical Council) on the vacancy / vacancies that the Client seeks to fill.
3.6 The Agency cannot guarantee to find a suitable Candidate for each vacancy and gives no warranties as to the suitability of any Candidate.
4. The Client’s Obligations
4.1 The Client shall provide to the Agency all information which is reasonably required for the Agency to provide the Services. The Client shall ensure that such information is complete, accurate and up-to-date.
4.2 The Client shall ensure that all information provided to the Agency does not contain any material which could be regarded as offensive, indecent, obscene, illegal, dishonest, untruthful, defamatory or discriminatory.
4.3 The Client shall ensure that all information provided to the Agency does not contain any material which infringes the rights of any third parties (including, but not limited to, intellectual property rights).
4.4 During the course of engagement with the Agency, the Client is expected to provide the Agency with details of the vacancies that the Client wishes to fill, which must include the type of work required, the date of commencement, the duration, the hours, rates of pay and location as well as the training, qualifications and other authorisations required by law, the Client and any professional body for the position(s).
4.5 The Client warrants that it shall immediately, and in any event within 24 hours of an Introduction, inform the Agency if the Client believes that it is aware of the identity of the Candidate other than via information supplied by the Agency. The Client agrees that it will be deemed not to have been aware of the identity of the Candidate prior to the Agency’s provision of the information relating to the Candidate’s identity if the Client fails to provide such a notice within the aforementioned 24 hour period.
4.6 The Client acknowledges that the Agency is under no obligation to provide the Services until all required information has been provided by the Client in accordance with sub-Clause 4.1.
4.7 The Client shall inform the Agency immediately in the event that any relevant information changes following the submission of that information to the Agency.
4.8 It shall be the sole responsibility of the Client to ensure that Candidates are suitable for the relevant vacancies (including with regard to confirming the validity of any qualifications) and to obtain any references required.
4.9 It shall be the sole responsibility of the Client to obtain any required permits (including, but not limited to, work permits).
4.10 It shall be the sole responsibility of the Client to arrange for any required medical examinations or investigations.
4.11 The Client must notify the Agency immediately of any offer of an Engagement that it makes to a Candidate.
4.12 The Client must notify the Agency immediately of the acceptance of any offer of Engagement that is made to a Candidate and provide the key details of the position, including the Candidate’s remuneration.
4.13 The Client must within 14 days of offering an Engagement to a Candidate provide the Agency with a copy of the job offer or contract given to the Candidate.
4.14 The Client is responsible for payment of remuneration to the Candidate.
4.15 The Client acknowledges that the Database, and all information contained within the Database, is Confidential Information for the purposes of these Terms and Conditions and shall be protected in accordance with Clause 7. Any breach of this Clause 4.15 shall be a material breach for the purposes of these Terms and Conditions.
4.16 The Client undertakes that, during the period of its engagement with the Agency, and for 6 months following termination of that engagement, it will not act in any way to circumvent the Database including, without limitation, by contacting a Candidate in any way other than through the Agency or the Database, or by encouraging a Candidate (whether directly or indirectly and whether on its own behalf or in any other capacity) to directly apply for relevant posts in the Client’s or any other organisations.
4.17 The Client agrees that any breach of Clause 4.16 (the determination of such a breach to be within the Agency’s sole discretion, acting reasonably) shall entitle the Agency to immediately remove the Client’s access from the Database, and shall trigger an immediate obligation of the Client to pay to the Agency an amount equal to the Introduction Fee for each Candidate who has been contacted by the Client in breach of Clause 4.16. The Client acknowledges that such amounts are reasonable and proportionate to protect the Agency’s legitimate interests.
5. Fees and Payment
5.1 The Introduction Fee payable by the Client to the Agency upon the commencement of an Engagement by a Candidate shall be £ XXXX exclusive of VAT (per Candidate Introduced). The Introduction Fee is payable in accordance with the terms of this Clause 5.
5.2 The Client will not be liable for any fees until a Candidate commences an Engagement and has been with the Client for at least 4 weeks, when the Agency (through doc2uk Ltd) will render an invoice to the Client.
5.3 The Client must pay the Agency’s fees within 30 days of receiving an invoice.
5.4 The Agency reserves the right, without limiting any other remedies it might have, to charge interest at the rate of 2% above Bank of England rate of interest per annum on any invoiced fees that remain unpaid by the Client from the due date to the date of payment.
5.5 If an Engagement is terminated within 6 months of the Candidate commencing work for any reason other than redundancy, the Client shall be entitled to a refund of the Introduction Fee (if the fee was paid on time).
6. Vacancies and Advertisements
6.1 The Agency shall have the right to decline, cancel or otherwise remove any vacancy advertisement provided by the Client to the Agency at any time, for any reason and without giving prior notice to the Client.
6.2 If any vacancy advertisement appears to demonstrate that the Client intends to discriminate on the grounds of gender, sexual orientation, race, religion or age, it will be declined unless the vacancy is exempted from the provisions of the Sex Discrimination Act 1975; the Employment Equality (Sexual Orientation) Regulations 2003; the Race Relations Act 1976; the Employment Equality (Religion and Belief) Regulations 2003; or the Employment Equality (Age) Regulations 2006. In the case of any applicable exemptions, the vacancy advertisement must be accompanied by a written statement explaining those exemptions and how they apply to the vacancy.
6.3 If, in the opinion of the Agency, any vacancy advertisement indicates any illegal purposes on the part of the Client, the Agency may, without notice, report the vacancy and the Client to the relevant authorities. Such authorities may include, but are not limited to, the Department for Work and Pensions, ACAS, the Information Commissioner’s Office, and the Recruitment and Employment Confederation.
6.4 Vacancy advertisements shall remain open and viewable by prospective Candidates for a period of 6 weeks or otherwise as agreed between the Agency and the Client.
6.5 All vacancy advertisements shall contain details of no more than one single vacancy unless otherwise agreed in writing between the Agency and the Client.
7.1 Each Party undertakes that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party, it shall, at all times:
7.1.1 keep confidential all Confidential Information;
7.1.2 not disclose any Confidential Information to any other party;
7.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions;
7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
7.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4 above.
7.1.6 The Agency is permitted to disclose information of the Client and any job posting or vacancy advertisement with their suppliers / sub-contractors to build the Database.
7.2 Either Party may:
7.2.1 disclose any Confidential Information to:
220.127.116.11 any governmental or other authority or regulatory body; or
18.104.22.168 any employee or officer of that Party or of any of the aforementioned persons;
to such extent only as is necessary for the purposes contemplated by these Terms and Conditions, or as required by law, and in each case subject to that Party first informing the person in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 22.214.171.124 above or any authorised employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
7.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is, or has become, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
7.3 The provisions of this Clause 7 shall continue in force in accordance with their terms, notwithstanding the termination of these Terms and Conditions for any reason.
8. Data Protection
8.1 Notwithstanding the remainder of this clause 8, each Party shall comply with all applicable obligations imposed by, or made under requirements of the Data Protection Laws, together with any other applicable regulations, orders or codes of practice or equivalent legislation in the jurisdiction in which it carries on business.
8.2 Without prejudice to the generality of clause 8.1 where either Party (the "Disclosing Party") discloses Personal Data to the other (the "Recipient") in connection with the operation of these Terms and Conditions, the Disclosing Party will ensure that it obtains all necessary consents from the Data Subject, or alternatively that it only discloses the Personal Data on the basis of some other valid ground provided for in the Data Protection Laws, so that the Personal Data it provides to the Recipient can be lawfully used or disclosed by the Recipient in the manner and for the purposes anticipated by this Agreement.
8.3 The Parties acknowledge that they shall each be Controllers (as defined in the Data Protection Laws) in respect of the Personal Data obtained from Data Subjects in relation to this Agreement.
8.4 The Parties shall ensure that they process and share the Shared Personal Data fairly and lawfully in accordance with the Data Protection Laws on the basis that the Data Subject has unambiguously given his or her consent, or on the basis of some other valid ground provided for in the Data Protection Laws.
8.5 The Disclosing Party shall ensure that fair processing notices are provided to the Data Subjects in accordance with Data Protection Law, including that they are clear and provide sufficient information to the Data Subjects for them to understand what Personal Data the Disclosing Party is sharing with the Recipient, the circumstances in which it will be shared, the purposes for the data sharing and either the identity of the Recipient or a description of the types of organisation (that includes the Recipient) that will receive the Personal Data. The information provided by the Disclosing Party to Data Subjects shall be detailed enough that the Data Protection Laws are complied with and so that the Recipient need not provide any information to the Data Subject in accordance with the Data Protection Laws.
8.6 Each Party is responsible for maintaining a record of individual requests for information, or other requests from Data Subjects to exercise their rights under the Data Protection Laws, the decisions made and any information that was exchanged. Records must include copies of the request for information, details of the data accessed and shared and where relevant, notes of any meeting, correspondence or phone calls relating to the request.
8.7 The Parties agree to provide reasonable assistance as is necessary to each other to enable them to comply with the Data Protection Laws including, but not limited to, subject access requests or any other exercise by a Data Subject of its rights under the Data Protection Laws and to respond to any other queries or complaints from Data Subjects.
8.8 Having regard to the state of technological development and the cost of implementing such measures, each Party shall each have in place appropriate technical and organisational security measures in order to:
126.96.36.199 unauthorised or unlawful processing of the Shared Personal Data; and
188.8.131.52 the accidental loss or destruction of, or damage to, the Shared Personal Data
8.8.2 ensure a level of security appropriate to:
184.108.40.206 the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
220.127.116.11 the nature of the Shared Personal Data to be protected.
With the exception of any liability that cannot legally be limited, the Agency shall not be liable or responsible for any loss or damages of any nature whether direct or indirect including any loss of profits or any consequential damages suffered or incurred by the Client as a result of the Introduction of a Candidate to the Client by the Agency, the Engagement of a Client Introduced by the Agency or the failure of the Agency to Introduce any Candidate to the Client.
The Client shall indemnify the Agency against any costs, liability, damages, loss, claims or proceedings which may arise out of its use of the Services or out of any breach of any part of these Terms and Conditions.
11. Force Majeure
Neither Party to these Terms and Conditions shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
12.1 Without affecting any other right or remedy available to it, either Party may terminate the engagement to which these Terms and Conditions apply by giving the other party 3 months’ written notice.
12.2 In addition, either Party may terminate the engagement to which these Terms and Conditions apply by giving written notice to the other Party if:
12.2.1 the other Party commits a material breach of these Terms and Conditions and (if such a breach is remediable) fails to remedy that breach within 7 days after being notified in writing to do so;
12.2.2 the other Party suspends, or threatens to suspend, or ceases or threatens to cease on all or a substantial part of its business; or
12.2.3 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 fufil its obligations under these Terms and Conditions has been placed in jeopardy.
12.3 Without affecting any other right or remedy available to it, the Agency may terminate the engagement to which these Terms and Conditions apply with immediate effect (or suspend the supply of Services) by giving written notice to the Client if the Client fails to pay any amount due (including, without limitation, the Introduction Fee) on the due date for payment.
12.4 Termination of any engagement to which these Terms and Conditions apply shall not affect any of the Parties’ rights and remedies that have accrued up to the date of termination. Any provision of these Terms and Conditions that is intended to come into or continue in force on or after termination shall remain in full force and effect.
13.1 The Agency may modify these Terms and Conditions at any time. In the event that modifications are made, the details of any such modifications will be made available on the Agency’s website (www.doc2uk.com). Clients will also be notified of any such modifications.
13.2 If the Client does not agree with any modified terms and conditions the Agency may introduce, they should notify the Agency in writing (which may include email) and cease using the Services immediately upon being notified of such modifications. The Agency shall be entitled to de-register a Client from the Database and terminate an engagement with that Client in such an event.
In the event that one or more of the provisions of these Terms and Conditions is found to be unlawful, invalid, void or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions, which shall remain valid and enforceable to the fullest extent of the law.
15. Third Parties
Nothing in these Terms and Conditions shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any party that is not a party to these Terms and Conditions.
16. Relationship between the parties
Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between either of the parties or constitute either party the agent of the other.
17. Law and Jurisdiction
17.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) and any engagement between the Client and the Agency to which these Terms and Conditions apply shall be governed by, and construed in accordance with, the laws of England and Wales.
17.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.