Introduction

1. The Client requires a flexible team to assist with its design needs. The Company can use its design staffing services to assist.

2. For simplicity and ease of use, the parties have agreed these terms and conditions so that the Company can provide different recruitment services projects from time to time.

3. Any defined terms are explained at the end of the main body of the agreement or at the end of the relevant schedule, unless explained elsewhere.

4. By clicking on the “I agree” button, you are deemed to have read and accepted these Terms prior to using the Web App as a registered user.

5. You acknowledge and agree that these Terms apply from the date on which you click “I agree” button. Further you acknowledge and agree that the Terms apply to your use of our Web App and that the Terms form a legally binding contract between you and Obodo Pro Limited.

6. If you disagree with these Terms you must not click “I agree”. You acknowledge and agree that Your Representative (defined below) has the authority to enter into and to bind you to the Terms and your continued use of our Web App and/or Services is confirmation of that.

7. In order to use the Services (defined below) you must register as a hirer and accept these Terms.

8. We reserve the right to decline or cancel your registration at any time for any reason.

9. Terms of Engagement

   1. The parties agree that during the term of this agreement the Company may provide the following services to the Client on the terms set out in the schedule and in this main body of the agreement, and subject to any applicable law. There should be no conflict of the terms between the schedule to this agreement and the main body of this agreement although the terms of the relevant schedule will prevail if so. The services are:
      1. contractor services whereby the Company will supply limited company contractors or sole traders to the Client for temporary engagements. Where either the agency rules for sole traders under Chapter 7 ITEPA and IR35 (each defined below) is relevant to pass relevant duties and risks to the Company and the Client as applicable, the parties will seek their own independent legal and tax advice and agree to comply with their IR35 obligations accordingly; and
      2. services provided by employees/workers of employers of record who the Company might engage with from time to time. Where the AWR 2010 (defined below) are relevant, the parties will seek their own independent legal advice and agree to comply with their AWR 2010 obligations accordingly, and in both cases, in the manner as more fully set out in schedule 1.
      3. The parties agree that during the term of this agreement the Company may provide the following services to the Client on the terms set out in the schedule and in this main body of the agreement, and subject to any applicable law. There should be no conflict of the terms between the schedule to this agreement and the main body of this agreement although the terms of the relevant schedule will prevail if so. The services are:
         1. "AWR 2010" means the Agency Workers Regulations 2010 (SI 2010/93), as amended;
         2. “ITEPA” means the Income Tax (Earnings and Pension) Act 2003, as amended;
         3. “IR35” means Chapters 8 and 10 Part 2 of ITEPA (and corresponding social security contributions legislation) as amended from 6 April 2021, in respect of off-payroll working and assessing employment status for tax purposes.
   2. By clicking on the “I agree” button the parties agree to the terms set out in any schedule to this agreement on an ongoing basis without requiring any further signature of such schedules.
   3. The Client will comply with any obligations as set out in this agreement, any schedule or in any applicable law to aid the proper performance of the Company’s services. The Client enters into this agreement and obligations hereunder for itself and as a trustee for all of its relevant group companies.
   4. The Company is committed to equal opportunities and the Client undertakes to comply with all applicable anti-discrimination legislation relating to the treatment and selection of contractors/work seekers. The Client shall not and shall not seek to cause the Company to unlawfully discriminate in relation to the services to be provided by the Company to the Client and shall disclose all such information as may be reasonably requested by the Company in the event of any complaint made to the Company by a contractor or other work seeker.
   5. The terms of this agreement (including any schedule) and also any relevant Assignment Sheet for recruitment services provided by the Company from time to time in connection with this agreement are deemed to be accepted by the Client upon any of the following:
      1. the Client’s signature or any other written acceptance (including without limitation acceptance by e-mail) of this agreement or any Assignment Sheet;
      2. the Client dealing with in any way any contractors/work seekers introduced or supplied by the Company after the Client’s receipt of this agreement or any Assignment Sheet; and
      3. the Client accepting services from or continuing to deal with the Company after the Client’s receipt of this agreement or any Assignment Sheet.
   6. For the purposes of this agreement, “Assignment Sheet” means any form of written communication (whether by email, in a template form agreed from time to time, or otherwise) between the parties which arranges and sets out additional necessary terms, including any particular payment or invoicing terms or assignment notice period, for an assignment for recruitment services from time to time. An example is appended to the schedule to this agreement by way of illustration only.

10. Payment

    1. Agreed terms relating to payment for the Company’s services are set out in the schedule, Assignment Sheet, in this clause below or as otherwise agreed with you in writing (such as in respect of any refundable deposit system the Company has in place from time to time for hirers to access its platform and details of which will be set out to the Client separately where applicable. For the avoidance of doubt, the Company’s pricing is reviewed annually against factors such as inflation and business costs.
    2. In the event of any late payment by the Client, the Company reserves the right to charge interest on the outstanding amount from the date payment is due until payment is received by the Company. Interest will be charged at 4% per annum above the base rate from time to time of Barclays Bank Plc and shall accrue on a daily basis. Any dispute in relation to an invoice must be notified to the Company within 5 days of the date of invoice. The Client will indemnify the Company in full in relation to all costs and expenses incurred by the Company in connection with the recovery of any overdue fee from the Client (including the cost of legal proceedings).
    3. All sums payable to the Company under this agreement 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).
    4. Where applicable, the Company shall charge VAT (Value Added Tax) to the Client or similar in other jurisdictions as applicable, at the prevailing rate, after the Company has provided the Client with a VAT (or similar) invoice.

11. Confidentiality

    1. Each party undertakes that it shall not at any time and for any relevant period after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 3.2.
    2. Each party may disclose the other party's confidential information:
       1. to its employees, officers, representatives or advisers who need to know such information for the purposes of or in connection with the carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 3;
       2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
       3. to make relevant protected disclosures to any relevant government authority, to report a crime and to co-operate with any criminal enforcement proceedings and investigations.
       4. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.

12. Intellectual Property Rights

    1. The Company shall retain ownership of the Intellectual Property Rights subsisting in the Work Product until the Fees are paid in full by the Client. Upon receipt by the Supplier of all sums due, the Supplier shall assign the ownership of the Work Product to the Client immediately, and the Parties shall execute all documents and take all actions necessary to give effect to that assignment.
    2. The Company shall ensure that records are maintained to a sufficient degree to serve as evidence of its independent creation of the Software.
    3. For the avoidance of doubt, the Company shall retain all rights to any element of the Work Product which is not unique or proprietary to the Customer.

13. Data protection compliance

    1. The following definitions apply in this clause 5:
       1. Agreed Purposes: any lawful purpose to fulfil the parties’ obligations under this agreement (including any schedule) or any legal or regulatory obligation in connection with the various services provided under this agreement.
       2. Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time;
       3. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
       4. Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement;
       5. Shared Personal Data: the personal data to be shared between the parties under this agreement. Shared Personal Data shall be confined to the categories of information relevant to the Agreed Purposes, including but not limited to employment related data about contractors/work seekers.
    2. This clause 5 sets out the framework for the sharing of personal data between the parties as data controllers for recruitment services projects. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
    3. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation for all services under this agreement.
    4. Each party shall:
       1. ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
       2. give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
       3. process the Shared Personal Data only for the Agreed Purposes;
       4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
       5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement;
       6. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
       7. not transfer any Personal Data outside of the UK unless, in accordance with the Data Protection Legislation, the Data Discloser ensures that (i) the transfer is to a country approved as providing an adequate level of protection for Personal Data; or (ii) there are appropriate safeguards in place for the transfer of Personal Data; or (iii) binding corporate rules are in place; or (iv) one of the derogations for specific situations applies to the transfer.
    5. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
       1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
       2. promptly inform the other party about the receipt of any data subject access request;
       3. provide the other party with reasonable assistance in complying with any data subject access request;
       4. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
       5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
       6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
       7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
       8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
       9. maintain complete and accurate records and information to demonstrate its compliance with this clause 5; and
       10. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.

14. Non-solicitation

    1. The parties agree that neither of them will either on their own account or in partnership or association with any person, firm, company or organisation, or otherwise and whether directly or indirectly during, or for a period of 48 months from, the end of the term of this agreement, solicit or entice away or attempt to entice away or authorise the taking of such action by any other person, any key executive of the other party who has worked on the services provided under this agreement at any time during the term of this agreement.
    2. Alternatively to clause 6.1, where the Client does hire or seek to hire any such person referred to at clause 6.1 and the Company consents to that, the Client hereby agree that it will pay to the Company a fee of 30 % Remuneration for that individual, in accordance with the payment terms set out in this agreement. For the purposes of this clause 6, “Remuneration” shall mean the gross annual starting salary or remuneration of the relevant individual (or in relation to fixed term contracts, the total amount payable for the term of the contract) including all fees, commission, bonuses, overseas premiums, living or travel allowance and other taxable emoluments (including the benefit of any company car) attributable to the first 12 months of the engagement.

15. Assignment and other dealings

    1. Subject to clause 7.b, neither party shall assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
    2. The Company and the Client shall not sub-contract or delegate in any manner any or all of its obligations under this agreement to any third party or agent without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). It shall be a condition of such consent that the sub-contractor signs and observes an agreement containing terms at least as onerous as those contained in this agreement. Without prejudice to this clause, the Company and the Client shall in all cases retain sole responsibility for the performance of the tasks assigned to it under this agreement, regardless of the use of authorised or unauthorised sub-contractors and the Company and the Client shall be liable for the acts and omissions of any sub-contractor (of any tier and authorised and unauthorised) or any intermediaries whatsoever as if they were the acts and omissions of the Company or the Client itself.

16. Status

    1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party (unless otherwise agreed for any particular engagement or services), or authorise any party to make or enter into any commitments for or on behalf of any other party.
    2. Each party confirms it is acting on its own behalf and not for the benefit of any other person (save any relevant group companies).
    3. The Company’s employees and other staff are and always remain during the term of this agreement employees, workers, partner, agents, consultants or contractors of the Company and the relationship of the Company to the Client will be that of an independent business service provider only.

17. Limitation of liability & Indemnity

    1. Nothing in this agreement shall limit or exclude the either party’s liability for:
       1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
       2. fraud or fraudulent misrepresentation; or
       3. for such liability which cannot be limited or excluded by applicable law.
    2. Subject to clause 9.a, the Company shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement and/or services performed under it for:
       1. loss of profits;
       2. loss of sales or business;
       3. loss of agreements or contracts;
       4. loss of anticipated savings;
       5. loss of use or corruption of software, data or information;
       6. loss of or damage to goodwill; and
       7. any indirect or consequential loss.
    3. Subject to clause 9.1, the Company’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the lesser of 100% of the total amounts paid under this agreement to the Company specifically for its commission in the 12 months preceding any relevant cause of action or the level of cover under the Company’s insurance policy which applies to this agreement.
    4. The Company shall not be liable for any failure to comply with its obligations under this agreement as a result of any act or omission of the Client (including any failure by the Client to provide any relevant information) or if such failure results by reason of any cause beyond its reasonable control.
    5. The Client shall indemnify and keep indemnified the Company against any costs, claims, damages and expenses incurred by the Company as a result of any breach by the Client of its obligations under this agreement, as a result of TUPE being threatened by any person at the Client or its current recruitment providers to apply or being deemed to apply by an employment tribunal or higher court to the commencement of this agreement or any part of this agreement or by any the Company staff on termination of this agreement or any part of this agreement and/or for any other indemnity the Client gives under this agreement. For the purposes of this agreement, "TUPE" means the Transfer of Undertakings (Protection of Employment) Regulation 2006 (SI 2006/246), as amended.
    6. Further provisions relating to liability for specific services are set out in the schedule.

18. Termination

    1. Without affecting any other right or remedy available to it, either party may terminate this agreement (and so any ongoing Assignment) with immediate effect by giving written notice to the other party if:
       1. the other party commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
       2. 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), 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
       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 fulfil its obligations under this agreement has been placed in jeopardy.
    2. Without affecting any other right or remedy available to it, the Company may terminate this agreement with immediate effect by giving written notice to the Client if the Customer fails to pay any amount due under this agreement on the due date for payment.
    3. Without affecting any other right or remedy available to it, the Company may suspend the supply of Services under this agreement if the Client fails to pay any amount due under this agreement on the due date for payment, the Client becomes subject to any of the events listed in clause 10.2(b) to clause 10.2(d), or the Company reasonably believes that the Client is about to become subject to any of them.