The terms that apply to recruitment agencies using the Adesto platform.

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1. Introduction

Welcome to Adesto Recruitment Limited ("Adesto", "we", "us", "our"). Adesto operates a healthcare temporary-recruitment platform ("Platform") connecting client organisations with qualified locum workers. This page sets out the terms ("Agency Terms") that apply when a recruitment agency ("you", "your", "Agency") registers to use the Platform to view cascaded shift opportunities and propose its own locum workers for placements. By registering your Agency and using the Platform, you agree to be bound by these Agency Terms, together with our Privacy Policy.

Adesto Recruitment Limited ([Company registration number — to be confirmed]) is an employment business (as defined in section 13(3) of the Employment Agencies Act 1973). Our registered office is at [Registered office address — to be confirmed].

2. Registration and account

• You must provide accurate, current and complete information about your Agency during registration and keep it up to date.
• You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account, including the actions of your users.
• Your Agency must be approved by us before you can use the Platform. We may refuse or suspend registration at our discretion.

3. Your obligations as an agency

You agree that you are responsible for the locum workers you propose through the Platform, and in particular you shall:

• verify each worker's identity and legal right to work in the UK, and retain the required records;
• ensure each worker has the relevant professional registration (e.g. NMC, GMC, HCPC), DBS clearance and mandatory training required for the role before proposing them for a placement;
• ensure each worker is suitable, qualified and available for the shift you propose them for;
• provide accurate information about each worker (including their compliance status) via the Platform;
• be responsible for the engagement, employment status and payment of your own workers (including PAYE and National Insurance where applicable) — Adesto is not the employer of agency-supplied workers; and
• comply with all applicable laws and regulations, including employment law, the Conduct of Employment Agencies and Employment Businesses Regulations 2003, and data protection law.

4. Shift opportunities and proposals

• We may cascade unfilled shift opportunities to your Agency through the Platform, where the client has agreed to agency cover.
• You may propose one of your workers for a shift. A binding placement arises when the proposal is accepted and the booking is confirmed on the Platform.
• You must not propose a worker who is not genuinely available, qualified and compliant for the shift, and you must not knowingly provide false or misleading information.
• You agree not to circumvent the Platform to deal with clients or workers directly to avoid our charges.

5. Rates, charges and payment

• Your charge rates are set by you through the Platform and are subject to our approval before they go live. We will show clients an estimate of the cost of your proposals so they can make informed decisions.
• Charges for placements are calculated in accordance with your approved rates and our standard invoicing terms. All charges are exclusive of VAT unless otherwise stated.
• Invoices are issued in line with your agreed payment terms. Late payment may incur interest and we reserve the right to suspend access for overdue accounts.
• Shifts cancelled within the cancellation-charge period may be subject to fees — see our Cancellation & Refund Policy.

6. Timesheets and payments to workers

Timesheets for agency-supplied workers must be submitted and confirmed through the Platform in accordance with the client's confirmation process. You remain responsible for paying your own workers for the work they complete; Adesto does not make payments to agency-supplied workers.

7. Data protection

Each party is responsible for complying with data protection law in relation to the personal data it processes. When you propose a worker to a client through the Platform, we share the personal and compliance data needed for that placement with the client (as described in our Privacy Policy and Data Processing Agreement). You must have the appropriate lawful basis and consents to share worker data with us and with clients, and must keep that data secure.

8. Confidentiality

Both parties agree to keep confidential any proprietary or confidential information (including shift, rate and client information) disclosed in connection with the Platform, and to use it only for the purposes of the placement. This obligation survives termination of these Agency Terms.

9. Liability

The Platform is provided "as is". We are not liable for the suitability, conduct or performance of any worker proposed by you, or for losses arising from worker non-attendance or performance. Nothing in these Agency Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.

10. Termination

Either party may terminate this arrangement with 30 days' written notice. We may terminate immediately if you breach these Agency Terms, provide false or misleading information, or become insolvent. Upon termination you remain liable for any fees incurred up to the date of termination.

11. Governing law

These Agency Terms are governed by and construed in accordance with the laws of England and Wales, and any disputes are subject to the exclusive jurisdiction of the courts of England and Wales.

12. Contact

Questions about these Agency Terms? Contact us at [email protected] or [Telephone — to be confirmed], or write to Adesto Recruitment Limited, [Registered office address — to be confirmed].

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