Terms and Conditions of Business for Staffing Agencies
These Terms and Conditions of Business are between Venday Staffing Solutions Ltd (the "Company") and the Agency, their representatives and partnerships and in respect of the provision of our Temporary Staffing services. VENDAY STAFFING SOLUTIONS LTD incorporated and registered in England and Wales with company number 15971998 whose registered office is: 82, Mendip Way, Corby, Northamptonshire NN18 8GJ. The Agency is required to read these Terms & Conditions carefully before using the Platform. Using the Platform indicates that the Agency accepts these Terms & Conditions regardless of whether or not the Agency chooses to register with the Company. If the Agency does not accept these Terms & Conditions, the Agency should not use the Platform.
The Company provides the Agency with access to www.venday.co.uk and other associated websites in order to help the Agency at every stage of the neutral vendor process and may offer the Agency other specialist services. The Company operates as a Neutral Vendor for Agency assignments in the UK and Ireland. The Agency is required to ensure that all those assigned temporary work have the right to work in the UK & Ireland and meet the criteria of our Client's prior to being assigned work with each Client.
The Company requires that the Agency carries out rigorous checks and processes and vetting of each Agency Worker prior to registration and the personal data of each Agency Worker must be available to the Company in the form of an individual Personal Profile.
These Terms contain the entire understanding between the Company and the Agency and we are not entering into a partnership or co-venture with you.
These terms are deemed to be accepted by the Agency in full by virtue of any form of continued instruction to the Company.
The parties do not intend for these Terms and Conditions to be signed, but instead intend for these Terms and Conditions to be accepted by the Agency's indication of acceptance by participating in and/or completing the Company's onboarding process, submitting invoices requesting payment for the services delivered to the Clients under the Agreement.
The Agency's commencement of services hereunder shall serve as evidence of and shall constitute the Agency's acceptance of these Terms and Conditions. In addition, submission of an invoice shall act and indicate acknowledgement of the Agreement by the Agency.
The Agency's delivery of services pursuant to the Agreement, as may be deemed acceptable to the Client in its sole discretion, and such notification, evidence, or document is transmitted to the Client by electronic or any other means that can be reduced to writing, will constitute an independent written acknowledgement of the Agency's acceptance of these Terms and Conditions.
The Company shall seek to introduce Agencies to the Client to fill roles that the Client requires.
For fees, refer to the 'Pricing' webpage on the Company's website.
In the event of late payment of any invoice the Company shall:
Pricing for, and the total price of, the Services delivered shall not exceed the amounts set forth in the Invoice to the Agency by the Company. The Price includes all costs to the Company as commission from the Agency from each Assignment to the Client.
The Agency warrants that the total price is complete and that no additional charge of any type will be added or assessed without the Agency's prior express written consent and agreement to the adjusted price.
The Company shall submit invoices on a weekly basis to the Agency for commission for each assignment with a Client for Services are rendered.
The Agency shall not request or waive the right to payment for invoices submitted more than 7 days after services are delivered or Services are rendered. As a condition precedent to the payment of any monies otherwise due hereunder. The Agency must properly perform all obligations set forth in the Agreement and performance must not be disputed by the Agency.
All invoices to the Agency will contain a Purchase Order number and must be emailed to the attention of ………. Properly submitted and undisputed invoices for Services shall be paid within 7 days from the date of the Agency's receipt and approval of an invoice.
The Agency will not approach the Care Provider directly to arrange the booking of shifts and the Agency agrees that all Assignments are created via the Venday platform. Non-adherence to this requirement may result in the Agency being removed from the platform.
The Agency shall pay when due all taxes and duties of whatever kind applicable to the Services, and/or which are imposed in connection with Agency's performance under the Agreement.
The Company shall not be responsible for employing any of the Agency Workers and does not assume any responsibilities as an employer. The Company shall not be responsible for late fees, penalties, taxes, or other payments due to Agency's failure to invoice the Company or to timely remit payments of taxes to the applicable authorities.
The Agency shall be solely responsible for payment and reporting of all compensation, salaries, benefits, and employer taxes relating to all of its personnel providing any Services hereunder.
Before commencing the Services, and as a condition precedent to payment and Agency's exercise and enforcement of any other rights under this Agreement, the Agency and its Workers and representatives shall procure, and maintain in full force, the insurance coverages and amounts required under this section ("Insurance Requirements"). Coverages shall include:
Information on Clients, including names and contact details, is provided by the Company to the Agency on a strictly confidential basis and should not be disclosed to a third party without prior written agreement of the Company.
In the event that the Agency acts in breach of this clause, and the Agency Worker is subsequently engaged by a third party within 12 months of the said breach by the Agency, then the Agency shall indemnify the Company as to its losses and shall pay to the Company a severance fee.
The Agency hereby undertakes that it shall not, save as provided for under this Agreement and for which a fee is payable to the Company, approach or engage any Client that is introduced to the Agency by the Company within a period of 12 months beginning with the latter of either the introduction, or where any engagement takes place at the end of any period for which an Agency Worker is engaged with or by the Client.
The Agency must provide all necessary information to the platform to facilitate their use of the service. All data which is uploaded by the Agency must comply with the platform's terms.
Unless otherwise stated, the copyright and other intellectual property rights in all material on the Company's Sites (including without limitation photographs and graphical images) are owned by Venday Limited or its licensors.
The Agency may not download, copy or print any of the pages of the Site except for your own personal use, and provided you keep intact all copyright and proprietary notices.
No copying or distribution for any business or commercial use is allowed. No framing, harvesting, "scraping" or other manipulation of the content of the Company's Sites is permitted.
The Agency will not attempt to decipher, disassemble, reverse engineer or modify any of the software, coding or information in the Platform nor will the Agency post to the Platform any material which infringes any intellectual property rights of any third party.
The platform nor its Content may not be copied, duplicated, reproduced, modified, sold or used, in any way or for any purpose without the written consent of the Company.
When using any forums, feedback, review or other spaces the Company may put up on the platform the Agency agrees to abide by the following rules:
We the Company have the absolute right to moderate all Posts on the platform and to remove any Post which we deem as inappropriate.
You will not use the Platform for any of the following purposes (including when using any forums, feedback, review or other spaces the Company may put up on the platform):
You must not post links to other sites which may break these rules or impersonate anyone else. The Company in its sole discretion shall determine the Agency's compliance with the above and shall have the right to prevent the Agency from using the Platform and/or to delete from the Platform immediately and without prior notice any material that it deems not to comply or to be objectionable for any reason.
The Company shall cooperate fully with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or locate anyone posting any material in breach of the above.
As the information on the Platform is made available to the Agency and its workers immediately, the Agency does not enjoy any cancellation or "cooling-off" rights in relation to these Terms and Conditions.
Every effort is made to keep the Platform up and running smoothly and fault-free. However, the Company takes no responsibility for, and will not be liable for, the Platform being temporarily unavailable for reasons of maintenance / improvement, or due to technical issues beyond our control.
The Company may change, suspend or discontinue any aspect of the Platform at any time, including the availability of any of the Platform features, databases or content.
The Company may amend these Terms and Conditions at any time by posting amended Terms and Conditions on to the Platform. The Agency will be deemed to have agreed to the amended Terms and Conditions when you next use the Platform following any amendments.
Both the Company and the Agency will adhere to full compliance with data protection laws and any right to disclose personal data (GDPR).
The Company and the Agency will agree that there will be no disclosure of confidential information without the permission of either party in writing and unless the confidential information is mandated by law. Confidential information will be returned or destroyed by the Company upon termination of the agreement.
When the Agency registers with our site or log in when visiting the Site, the Agency will need to use a username and password.
The Agency is solely responsible for the security and proper use of the password, which should be kept confidential at all times and not disclosed to anyone.
The Agency must notify the Company immediately if they believe that their password is in the possession of someone else or if it may be used in an unauthorised way.
The Company accepts no liability for any unauthorised or improper use of disclosure of any password.
Please be assured that the Agency's data will continue to be held securely at all times and in accordance with our Privacy Policy and procedures.
The Company may gather information and statistics collectively about all visitors to this Site which may include the information supplied by the Agency which will help us to understand our users thereby creating a better experience for them.
We will not disclose individual names or identifying information. All data will be in aggregate form only. We believe this information helps the Company to determine what is most beneficial for our users and how we can continually improve our online service.
We may share this kind of aggregate data with selected third parties to assist with these purposes.
Personal data is processed by us in accordance with our Privacy Policy.
As a convenience to users, the Company Sites may contain links to external websites and the Agency may be offered a number of automatic links to other sites, which may be of interest to you.
The Company accepts no responsibility for or liability in respect of the content of any third-party sites. The Company has not reviewed or approved such sites and does not control any and is not responsible for those sites or their content.
The Company does not warrant that any links to such sites work or are up to date and the Company does not endorse or make any representations about those sites and the use of any such links is entirely at the Agency's own risk.
The Agency shall not use the name(s) of the Company, its parent companies, subsidiaries, affiliates, or assigns, or derivations, trademarks, trade dress, logos, or the equivalent thereof in advertising or sales materials or in any other manner whatsoever without prior express written approval of the Company. Such prohibition includes, without limitation, the following:
The Agency shall perform its obligations with integrity and shall, at all times, perform the Services so as to protect the business and other interests of the Company and its Clients, ensuring at a minimum that it:
The Agency shall be solely responsible for the conduct, health, and safety of its workers, contractors, employees, Subcontractors and shall exercise all reasonable precautions, including those stated by the Company, to avoid injury to persons, and damage to property in the performance under this Agreement. The Agency will comply with all applicable national and local safety laws, regulations and policies.
The Company operates a zero tolerance of abuse of any kind from an Agency Worker or their representatives and reserves the right to terminate the agreement without prior notice if the Agency Worker demonstrates any type of abuse.
The Parties agree that the Company is not providing services as an Employment Agency and therefore the Agency Worker Regulations 2010 do not apply to this Agreement. The Company will not employ or contract with any Agency Worker and shall only introduce them to the Client on behalf of the Agency for services rendered.
The Company shall not be liable under any circumstances for any loss, damage, expense, delay or loss of profit or liability suffered or incurred by the Agency arising from or in any way connected to:
The information contained on the Platform is given in good faith and the Company uses all reasonable efforts to ensure that it is accurate. However, the Company gives no representation or warranty in respect of such information and all such representations and warranties, whether express or implied, are excluded.
No liability is accepted by the Company for any loss or damage which may arise out of any person relying on or using any information on the Platform. The Company shall not be liable to any person relying on or using any such information for:
However, nothing in the above shall limit or exclude the Company's liability for fraud or for death or personal injury caused by negligence, or to the extent otherwise not permitted by law.
The Agency agrees fully to indemnify the Company and keep it fully indemnified against all costs, expenses, claims, losses, liabilities or proceedings arising from use or misuse by you of this Platform.
The Company does not guarantee that any Client will ask for an Agency or offer an Agency assignment. Whilst the Company will take all reasonable measures, we do not guarantee that any Client will keep confidential any information or data provided to them from the Agency.
If any provision of these terms and conditions is held to be invalid by a court of competent jurisdiction, such invalidity shall not affect the validity of the remaining provisions, which shall remain in full force and effect.
The Agency's use of the Platform and downloads from it, and the operation of these Terms and Conditions, shall be governed in accordance with the laws of the UK & Ireland. The UK & Irish courts shall have exclusive jurisdiction over any dispute arising out of the use of the Platform.
Only the Company and the Agency may enforce the terms of this agreement. The Contracts (Rights of Third Parties) Act is therefore excluded.
The Neutral Vendor will adhere to all governing laws and jurisdictions. These Terms and Conditions shall be governed and construed in accordance with UK Law, and the parties submit to the exclusive jurisdiction of the UK Courts.
The Terms and Conditions of this Agreement may only be varied if they are agreed in writing by the Company and signed by a Director of the Company.
Either party may terminate the agreement between the parties by providing to the other no less than 7 days' notice, provided at any time, in writing.
However, in the event that the Agency terminates any instructions or agreement governed by these terms and conditions, then any expenses or disbursements have been incurred by the Company, whether or not agreed in advance, then the Agency agrees that it shall be liable to pay to the Company a sum equal to the reasonably incurred said expenses and disbursements only.
Within five (7) days of written notice from the Company and the Agency's failure to cure any of the following, the Company may terminate the Agreement for any of the following events constituting default:
The Company will not be liable for any failure or delay in performing our obligations under these Terms if that failure or delay arises because of any cause beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), pandemic, epidemic or another natural disaster, or any other event that is beyond our reasonable control.
In the event of any of this happening:
These Terms & Conditions may be subject to change from time to time and we the Company do reserve the right to let you know about the changes whenever it is reasonably possible and not within any specific time frame from the changes occurring.
The Agency agrees to take responsibility for looking at the website to see if we have changed any of the Terms or Conditions.
We reserve the right to make changes to the website as often as we choose and deem necessary and these Terms will still apply to any changes that we make.
No variation or amendment of the Agreement or verbal promise or commitment related to it will be valid unless committed to in writing and signed by or on behalf of both parties.
Date: December 16th 2024
Terms and Conditions of Business for Care Providers
These Terms and Conditions of Business are between Venday Staffing Solutions Ltd (the "Company") and the Care Provider and their representatives and partnerships and in respect of the provision of our Temporary Staffing services. VENDAY STAFFING SOLUTIONS LTD incorporated and registered in England and Wales with company number 15971998 whose registered office is: 82, Mendip Way, Corby, Northamptonshire NN18 8GJ. The Company operates as a Neutral Vendor for Care Providers in the UK and Ireland.
The Agency is required to ensure that all those assigned to the Care Provider for temporary work have the right to work in the UK & Ireland and meet the criteria of our Client's prior to being assigned work with each Care Provider.
The Care Provider is required to read these Terms & Conditions carefully before using the Platform. Using the Platform indicates that the Care Provider accepts these Terms & Conditions regardless of whether or not the Care Provider chooses to register with the Company.
If the Care Provider does not accept these Terms & Conditions, the Care Provider should not use the Platform. The Company provides the Care Provider with access to www.venday.co.uk and other associated websites in order to help the Care Provider at every stage of the Neutral Vendor process and may offer the Care Provider other specialist services. The Company acts as the primary contact for all temporary staffing requirements.
These Terms contain the entire understanding between the Company and the Care Provider and we are not entering into a partnership or co-venture with you. The Company as a Neutral Vendor acts as an impartial facilitator between the Care Provider and our database of registered staffing agencies.
These terms are deemed to be accepted by the Care Provider in full by virtue of any form of continued instruction to the Company.
The parties do not intend for these Terms and Conditions to be signed, but instead intend for these Terms and Conditions to be accepted by the Care Provider's indication of acceptance by participating in and/or completing the Company's onboarding process, and receipt of the services delivered to the Care Provider by the Agency via the Company under the Agreement.
The Care Provider's commencement of services hereunder shall serve as evidence of and shall constitute the Care Provider's acceptance of these Terms and Conditions.
The Care Provider receiving services from the Agency via the Company, pursuant to the Agreement, as may be deemed acceptable to the Care Provider in its sole discretion, and such notification, evidence, or document is transmitted to the Care Provider by electronic or any other means that can be reduced to writing, will constitute an independent written acknowledgement of the Care Providers acceptance of these Terms and Conditions.
"Content": means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of the platform.
The Company shall seek to introduce Agencies to the Care Provider to fill roles that the Care Provider requires and to provide them with full visibility and control over Agency spend.
Means reference to the 'Pricing' webpage on the Company's website.
In the event of late payment of any invoice the Company shall:
To enable the Company to perform its obligations under this Agreement the Care Provider shall:
The Company will conduct rigorous Agency staff pre-registration compliance screening and assessment and review at regular intervals to ensure that all Agencies are legally compliant. The Care Provider will request in advance evidence of Agency staff compliance via the Company only and will not approach the Agency directly for this information.
The Company requires that the Agency carries out rigorous checks and vetting processes of each Agency Worker prior to registration with the Company and the appropriate data of each Agency Worker is made available to the Care Provider in the form of an individual Personal Profile. The Company follows robust GDPR processes when meeting compliance requirements.
The Care Provider shall, as reasonably required by the Company, cooperate with any other service providers associated with the Company as may be relevant in the provision of the Services.
Any form of payments to the Care Provider from the Company are required to be paid upon receipt of invoice. Payment methods are via bank transfer. Any variation in the time for payment of charges following the invoice will need to be agreed upon between the individual Care Provider and the Company.
The Care Provider shall not request or waive the right to payment for any invoices submitted more than 7 days after any type of services are rendered.
Any payments to the Company from the Care Provider shall be subject to Value Added Tax and any other applicable taxes which may be in force from time to time.
In the event of late payment of any invoice the Company shall:
Information of any sort which has been designated as confidential by either the Company or the Care Provider in writing or that ought to be considered as confidential, including information which relates to an individual, business, service, operational procedures Intellectual Property Rights, personnel, customers and suppliers of either Party and all personal data and sensitive personal data within the meaning of the Data Protection Act 1998
This applies to all applicable laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, information systems and security breach and incident reporting requirements, including all Data Protection Legislation.
Applies to any event that results, or may result, in unauthorised access to Personal Data held by either party under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach Data Protection Legislation means the GDPR, and any national implementing Law, as amended or updated from time to time in the UK including the Data Protection Act 2018 and all applicable Law about the processing of personal data and privacy.
The Care Provider confirms and agrees that all Intellectual Property Rights (IPR) in and to the output developed by the Company shall be owned by the Company. The Care Provider hereby assigns with full title guarantee by way of present and future assignment all Intellectual Property Rights in and to such outputs.
a) copyright, rights related to or affording protection similar to copyright, rights in databases, logos, database rights, trade marks, rights in internet domain names and website addresses and other rights in trade or business names, design rights (whether registrable or otherwise).
b) all other rights whether registrable or not having equivalent or similar effect in any country or jurisdiction (including but not limited to the United Kingdom).
The Care Provider shall indemnify and keep indemnified the Company against all losses, damages, costs, charges and expenses at any time incurred or suffered by the Company and arising directly from any breach by the Care Provider of this Agreement, or any of its obligations to the Company, or from any negligence, negligent act, negligent omission, default, or breach of contract, on the part of the Care Provider or its employees, and provided always that the Care Provider's liability to indemnify the Company shall be reduced proportionately to the extent that an act or omission by the Company, its employees or associates, may have contributed to the said death, loss, injury or damage.
The Care Provider shall effect and maintain at all times during the continuance of this Agreement:
The Care Provider shall indemnify Venday the Company for any direct losses, costs, or damages, caused to the Company for any breaches of health and safety Laws, policies, or codes of practice, by the Care Provider.
The Care Provider shall not unlawfully discriminate within the meaning and scope of Equality Legislation or any other Law relating to discrimination (whether in age, race, gender, religion, disability, sexual orientation or otherwise) in employment.
Both Parties shall comply with the provisions of the Health & Safety at Work Act 1974, the Management of Health & Safety at Work Regulations 1999. All other health and safety assessments required by specific regulation and codes of practice relating to the Care Provider's business must also be strictly applied.
The Care Provider is to have monitoring, inspection, review and, where appropriate, health surveillance arrangements in place to meet its responsibilities and may be required to produce documentation to prove that procedures have been carried out in accordance with the regulations upon reasonable request.
The Care Provider shall adhere to the Company's health and safety requirements at all times and work within the Company's culture and values.
In the management of its affairs and the development of its equality, diversity and human rights policies, the Care Provider shall cooperate with the Company in light of the Company's obligations to comply with its statutory equality duties whether under the Equality Act 2010 or otherwise. The Company will actively promote diversity and inclusion in the Agency's staff and assist the Care Provider in accessing a more diverse workforce.
The Care Provider Shall take such reasonable and proportionate steps as the Company considers appropriate to promote equality, diversity and human rights, including race equality, equality of opportunity for disabled people, gender equality, and equality relating to religion and belief, sexual orientation and age.
This Agreement shall not be varied or amended unless such variation or amendment is agreed in writing by the respective Authorised Representative of the Company and by a duly Authorised Representative of the Care Provider. No variation of this Agreement shall limit or remove the Care Provider's obligations under the Agreement.
Any notice which either Party is required to give to the other shall be given in or confirmed by writing and shall be sufficiently served.
The Care Provider shall take appropriate steps to ensure that neither the Care provider nor any Agency Staff are placed in a position where, in the reasonable opinion of the Company there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Care Provider and the duties owed to the Company under the provisions of this Agreement. The Care Provider will disclose to the Company full particulars of any such conflict of interest which may arise.
Either Party may at any time by notice in writing terminate this Agreement as from the date of service of such notice:-
The Company reserves the right to terminate this Agreement immediately by notice in writing and/or to take such other steps it deems necessary where, in the reasonable opinion of the Company, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Care Provider and the duties owed to the Company under the provisions of this Agreement.
The Care provider shall take all reasonable steps to prevent Fraud by members of their organisation (including its owners, members and directors). The Care Provider shall notify the Company immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur. If the Care Provider or members of their organisation (including its owners, members and directors) commits Fraud the Company may terminate this Agreement and recover from the Care Provider the amount of any direct loss suffered by the Company resulting from the termination
The Company may at any time by notice in writing terminate this Agreement forthwith, if the Care Provider is in default of any material or fundamental breach of any obligation under this Agreement.
Throughout the Term the Company shall monitor the Care Provider's financial standing against the Company's financial position taken on the commencement date. In the event that the Care Provider's financial position falls below the position recorded on the commencement date the Company shall discuss the Care Provider's circumstances with the Company.
The Company reserves the right to terminate this Agreement by serving notice on the Care Provider in writing with effect from the date specified in such notice where (in the reasonable opinion of the Company) there is a material detrimental change in the financial standing of the Care Provider which:
Date: December 16th 2024