1. Introduction
Welcome to Adesto Recruitment Limited ("we", "us", or "our"), trading as Adesto. These Terms and Conditions ("Terms") govern your organisation's use of the Adesto recruitment platform ("Platform"). By registering your organisation and using our services, you agree to be bound by these Terms.
Adesto Recruitment Limited ([Company registration number — to be confirmed]) is an employment business operating under the Employment Agencies Act 1973 and provides an online marketplace connecting organisations ("Clients") with qualified locum workers ("Locums"). Our registered office is at [Registered office address — to be confirmed].
2. Definitions
"Agreement" means these Terms and Conditions together with any Service Agreement entered into between the parties.
"Client" or "you" means the organisation registering to use the Platform.
"Locum Worker" means a professional registered on the Platform seeking temporary work.
"Shift" means a period of work posted by a Client through the Platform.
"Service Fee" means the fee payable by the Client to Adesto for shifts booked through the Platform, as detailed in your Service Agreement.
"Compliance Documents" means the professional registrations, training certificates, and other documents required to verify a Locum Worker's qualifications.
3. Registration and Account
3.1 You must provide accurate, current, and complete information during registration and maintain the accuracy of such information.
3.2 You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
3.3 You must notify us immediately of any unauthorised use of your account.
3.4 You may create user accounts for your employees who will access the Platform on your behalf. You are responsible for their actions.
3.5 We reserve the right to refuse registration or suspend accounts at our discretion, particularly where false information has been provided or these Terms have been breached.
4. Services
4.1 Adesto provides a platform facilitating the connection between Clients and Locum Workers. We do not employ Locum Workers and are not a party to any contract of service between you and a Locum Worker.
4.2 We facilitate shift booking, compliance management, timesheet processing, and payment processing (where applicable).
4.3 We verify Locum Worker compliance documents but do not guarantee the suitability, competence, or performance of any individual Locum Worker.
4.4 We reserve the right to modify, suspend, or discontinue any aspect of the Platform at any time with reasonable notice.
5. Your Obligations
5.1 You shall:
- Provide accurate information about your organisation, sites, departments, and staffing requirements
- Ensure all shifts posted are genuine, accurate requirements
- Provide accurate rate and pay information
- Confirm or cancel shift bookings in a timely manner
- Provide honest feedback on Locum Worker performance when requested
- Ensure a safe working environment for all Locum Workers deployed to your sites
- Comply with all applicable laws and regulations including employment law, health and safety legislation, and equality law
5.2 You shall not:
- Knowingly post false or misleading shift requirements
- Attempt to circumvent the Platform to engage Locum Workers directly
- Discriminate against any Locum Worker on prohibited grounds
- Use the Platform for any unlawful purpose
6. Shift Bookings and Cancellations
6.1 Shifts posted through the Platform constitute a request for services. A binding agreement arises when a Locum Worker accepts a shift and the booking is confirmed.
6.2 Cancellation Policy:
- Cancellations made with more than 4 hours' notice before shift start: No cancellation fee
- Cancellations made with less than 4 hours' notice: A cancellation fee equivalent to 4 hours at the agreed rate shall apply
- All cancellations must be recorded through the Platform
6.3 Adesto reserves the right to charge reasonable administration fees for repeated late cancellations.
6.4 In the event of a Locum Worker's non-attendance, we will use reasonable endeavours to source a replacement but cannot guarantee cover.
7. Fees and Payment
7.1 Service fees are detailed in your Service Agreement and are based on the agreed margin structure for your organisation.
7.2 Fees are calculated on shifts booked and confirmed through the Platform, including shifts that are subsequently cancelled within the cancellation charge period.
7.3 Invoices are issued in accordance with your agreed payment terms. Late payment may incur interest charges at the rate specified in your Service Agreement.
7.4 All fees are exclusive of VAT unless otherwise stated.
7.5 You agree to pay all fees within the invoiced payment terms. Adesto reserves the right to suspend access to the Platform for overdue accounts.
8. Compliance and Right to Work
8.1 You agree to cooperate with our compliance processes, including providing information about mandatory training, induction requirements, and any site-specific compliance requirements.
8.2 It is your responsibility to ensure that all Locum Workers deployed to your sites meet your organisation's specific compliance requirements.
8.3 We provide compliance status information in good faith but you remain responsible for verifying that any Locum Worker assigned to your organisation has the necessary qualifications, registrations, and right to work.
9. Data Protection and Privacy
9.1 We process your personal data in accordance with our Privacy Policy and UK data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
9.2 Both parties shall comply with their respective obligations under data protection law.
9.3 You agree that we may process your organisation's data and personal data of your employees for the purposes of providing the Platform services.
9.4 We implement appropriate technical and organisational measures to protect your data.
9.5 We will not share your organisation's data with third parties without your consent unless required by law.
10. Confidentiality
10.1 Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the agreement.
10.2 This obligation shall survive termination of this Agreement.
10.3 Nothing in this clause prevents disclosure required by law or regulatory authority.
11. Limitation of Liability
11.1 The Platform is provided "as is" and we make no warranties, express or implied, regarding its availability, reliability, or suitability.
11.2 We are not liable for any loss arising from:
- Locum Worker performance, conduct, or non-attendance
- System downtime, technical issues, or data loss
- Indirect, consequential, or special damages
- Loss of profits, business, or anticipated savings
11.3 Our total liability to you under these Terms shall not exceed the total Service Fees paid by you in the 12 months preceding the claim.
11.4 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.
12. Term and Termination
12.1 This Agreement commences upon registration and continues until terminated by either party.
12.2 Either party may terminate with 30 days' written notice.
12.3 We may terminate immediately if:
- You breach these Terms and fail to remedy the breach within 14 days of notice
- You provide false or misleading information
- Your account remains inactive for 12 consecutive months
- You are unable to pay your debts or become insolvent
12.4 Upon termination, you remain liable for all fees incurred up to the date of termination. Outstanding balances must be settled within 30 days.
13. Intellectual Property
13.1 All intellectual property rights in the Platform, including software, design, content, and branding, belong to Adesto or its licensors.
13.2 You are granted a limited, non-exclusive, non-transferable license to use the Platform for your business purposes during the term of this Agreement.
13.3 You may not copy, modify, reverse engineer, or create derivative works from the Platform.
14. Indemnification
You agree to indemnify and hold Adesto harmless from any claims, damages, losses, and expenses arising from:
- Your breach of these Terms
- Your use of the Platform
- Your breach of applicable law
- Any claim by a third party arising from your use of the Platform
15. Force Majeure
Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including acts of God, pandemic, war, terrorism, strikes, or government action.
16. Entire Agreement
16.1 These Terms, together with your Service Agreement and Privacy Policy, constitute the entire agreement between you and Adesto.
16.2 They supersede all prior agreements, understandings, and representations.
16.3 No variation of these Terms is effective unless agreed in writing by both parties.
17. Governing Law and Jurisdiction
17.1 These Terms are governed by and construed in accordance with the laws of England and Wales.
17.2 Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
18. Contact
If you have any questions about these Terms, please contact us:
Adesto Recruitment Limited
Email: [email protected]
Telephone: [Telephone — to be confirmed]
Registered office: [Registered office address — to be confirmed]
Company number: [Company registration number — to be confirmed]
Adesto