Be Rota Limited

Terms and Conditions

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"Hosted Services Specification" means the specification for the ROTA

whTHESE MASTER TERMS AND CONDITIONS GOVERN THE CUSTOMERS Technology and mobile apps and Hosted Services set out in Part 1 of SoW
USE OF ROTA’S PLATFORM, HOSTING AND PROFESSIONAL SERVICES (Hosted Services Particulars) and in the Documentation;
(HEREINAFTER REFERRED TO AS THE “SERVICES”) AS SET OUT IN THE
STATEMENT OF WORK BETWEEN THE CUSTOMER AND ROTA "Intellectual Property Rights" means all intellectual property rights wherever
(HEREINAFTER THE “PROVIDER”). in the world, whether registrable or un-registerable, registered or unregistered,
including any application or right of application for such rights (and these
CAPITALISED TERMS SHALL HAVE THE DEFINITIONS SET FORTH "intellectual property rights" include copyright and related rights, database
HEREIN AND BY ACCEPTING THIS AGREEMENT, EITHER BY, (1) rights, confidential information, trade secrets, know-how, business names, trade
SIGNING AND EXECUTING A STATEMENT OF WORK AND ANY names, trademarks, software code, service marks, passing off rights, unfair
SUBSEQUENT CHANGE ORDER, (2) CLICKING A BOX INDICATING competition rights, patents, petty patents, utility models, semi-conductor
ACCEPTANCE, (3) EXECUTING AN ORDER FORM THAT REFERENCES topography rights and rights in designs);
THIS AGREEMENT, OR USING THE SERVICES ON A TRIAL PERIOD, THE
CUSTOMER IS DEEMED TO ACCEPT THE TERMS OF THIS AGREEMENT. "Mobile App" means any associated mobile or otherwise application owned or
registered by the Provider as part of the ROTA Technology that is made available
IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON for downloading through the Google Play Store and the Apple App Store, or
BEHALF OF A COMPANY, BRANCH OR LEGAL ENTITY, SUCH other ROTA Technology to include the Provider app and any future apps of the
INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND Provider;
SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND
CONDITIONS, IN WHICH CASE THE TERMS “CUSTOMER” SHALL REFER “Other Workforce Supplier” means any other business that provides workers
TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL to perform duties for the Customer and that fall outside of the definition of a
ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR Resource Service Provider;
DOES NOT AGREE WITH THESE TERMS AND CONDITIONS SUCH
INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE “Permitted Purpose”​ means the scheduling and timekeeping of Resources;
THE SERVICES
"Personal Data" has the meaning given to it in accordance to all UK data
protection legislation, including but not limited to data protection and privacy
legislation in force from time to time in the UK including the General Data
1. Definitions Protection Regulation ((EU)2016/679); the Data Protection Act 2018; the
Privacy and Electronic Communications Directive 2002/58/EC (as updated by
1.1 Except to the extent expressly provided otherwise, in this Directive 2009/136/EU) and the Privacy and Electronic Communications
Agreement: Regulations 2003 (SI 2003/2426) as amended;

"Account" means an account enabling a person to access and use the Hosted “Resource” means workers added to the ROTA Technology who will provide
Services and the ROTA Technology; services from a Customers workforce or that provided by external workforce
providers, including limited company contractors and other forms of legal
"Agreement" means this agreement including any Statement of Work (“Sow”) structure, introduced and assigned by an agency to perform services for the
or Schedules and Appendices, and any amendments to this Agreement from Customer in response to a Requirement.
time to time;
“Resource Service Provider” means a service provided or engaged in the
"Business Day" ​means any weekday (Monday to Friday) other than a bank or provision of a Resource to a Customer from time to time;
public holiday in England;
“Requirement” means any verbal or written requirement for Services within
"Business Hours"​ means the hours of 09:00 to 18:00 BST on a Business Day; the scope issued by the Customer to Resource requested to be utilised.

“Cancellation Fee” means implementation, training and other costs incurred “ROTA Technology” means the Provider hosted platform and mobile apps
specifically to this agreement based on time spent by the Provider where the managed by the Provider and used by the Provider to provide the Hosted
Customer stops, delays, cancels, and terminates the contract prior to Services, including the application and database software for the Hosted
Commencement; Services, the system and server software used to provide the Hosted Services,
and the computer hardware on which that application, database, system and
“Catastrophic Event” means a technical event caused by an IT disaster server software is installed, mobile apps, software (including any individual
affecting the availability of the Hosted Services and the ROTA Technology; software modules and programs of the Provider), source code to which the
Providers propriety technology relates, in the language which the software was
"Charges"​ means the following amounts:
written, together with all related flow charts and documentation, all of a level
sufficient to enable the Customer to access and use the hosted ROTA Technology
(a) the amounts specified in SoW (Hosted Services Particulars);
and any other technical functionality developed for the purpose enabling usage
of the hosted platform;
(b) such amounts as may be agreed in writing by the parties from time to
time;
"Schedule​" means any schedule attached to the main body of this Agreement;
“Commencement” means the date when the Customer first makes use of the
"Services" means any services, technology, support, assistance and ROTA
Provider in a live environment referred to as “Contract Term” in the SoW.
Technology that the Provider provides to the Customer, or has an obligation to
“Customer” means the office manager and/or authorised business operation or provide to the Customer under this Agreement, including but not limited to, any
persons of the company signing a SoW under this Agreement for the purposes of SoW, schedule, annex or addendum that has been signed by the parties for the
procuring the Services from the Provider. purposes of obtaining services from the Provider;

"Customer Confidential Information"​ means: “​Shift​” means the booked hours for Resource support by the Customer in
relation to this contract;
(a) any information disclosed by or on behalf of the Customer to the
"Support Services" means support in relation to the use of, and the
Provider at any time before the termination of this Agreement (whether disclosed
identification and resolution of errors in the Hosted Services, but shall not
in writing, orally or otherwise) that at the time of disclosure:
include the provision of training services;
(i) was marked as "confidential"; or
"Supported Web and Mobile Platforms " means Microsoft Edge v.83+,
(ii) should have been reasonably understood by the Provider to be Google Chrome v.84+ or Apple Safari v.13+. For mobile this is inclusive and
confidential; and beyond for iOS 10+ and Android 5.0+;

(b) the Customer Data; “Statement of Work” or “SoW​” means the schedule of work, resources,
platform, technology and services setting out the terms of the ROTA Technology,
"Customer Data" means all data, works and materials: uploaded to or stored Hosted Services, Support Services any other Services, including but not limited
on the ROTA Technology by the Customer; transmitted by the ROTA Technology to, any schedule of services or addendum setting out the terms of the Services
at the instigation of the Customer; supplied by the Customer to the Provider for or ROTA Technology provided by the Provider that are subject to this
uploading to, transmission by or storage on the ROTA Technology; or generated Agreement;
by the ROTA Technology as a result of the use of the Hosted Services by the
Customer; "Term" ​means the term of this Agreement as outlined in Clause 2.1;

"Data Protection Laws" means the Data Protection Act 1998 and its updates 1.2 In this agreement, unless the context otherwise requires:
and addendums including the 2018 additions under General Data Protection
Regulations (for so long as and to the extent that the law of the European Union (a) clause, schedule and paragraph headings shall not affect the
has legal effect in the UK) and those within the Electronic Communications (EC interpretations of this Agreement;
Directive) Regulations 2003 and its updates thereafter within law and any acts, (b) a reference to person includes an individual, corporate or
legislation or regulatory requirement that become applicable in the jurisdiction unincorporated body (whether or not having separate legal
from which the Services are provided; personality) and a reference to a company shall include any
company, corporation or other body corporate, wherever and
"Effective Date​" means the date of execution of this Agreement; however incorporated or established,
(c) unless the context otherwise requires, words in the ‘singular’ shall
"Force Majeure Event" means an event, or a series of related events, that is include the plural and in the ‘plural’ shall include the singular;
caused or as a result of circumstances outside the reasonable control of the (d) reference to “including” or any similar terms in this Agreement shall
party affected (including failures of the internet or any public be treated as being by way of example and shall not limit the
telecommunications network, hacker attacks, denial of service attacks, virus or general applicability of any preceding words;
other malicious software attacks or infections, power failures, industrial disputes (e) reference to statute or statutory provision is a reference to it as it is
affecting any third party, changes to the law, disasters, explosions, fires, floods, in force as at the date of this agreement, and shall include all
civil disputes, acts of terrorism, attacks and acts of war); subordinate legislation made as at the date of this Agreement under
that statute or statutory provision.
"Hosted Services" means services provided for the access or use of the ROTA
Technology, as specified in the Hosted Services Specification, which will be made
available by the Provider to the Customer as a service via the internet in
accordance with this Agreement, including the Mobile App;
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2. Term 4.1 The ROTA Technology or Hosted Services may be

changed in accordance with the change management and control
2.1 This Agreement shall come into force on the Effective policy (“CMOC Policy”) set out below in clause 23.
Date and shall continue for the period reflected within the Statement
of Work. Security

2.2 Either party may terminate this Agreement providing 4.2 The Provider shall use reasonable endeavours to comply
prior written notice as set out in the SoW of this Agreement. with the security provisions set out in the Security Policies
(“Information and Security Measures”) set out below in clause 23.
3. Hosted Services

3.1 The Provider shall create an Account for the Customer

and shall provide to the Customer login details for that Account on or
promptly following the Effective Date and in accordance with the Maintenance
agreed delivery plan and service schedule.
4.3 The Provider shall maintain the ROTA Technology and
3.2 The Provider hereby grants to the Customer a worldwide, keep it up to date.
non-exclusive licence to use the Hosted Services by means of a
Supported Web Browser and through the Mobile App solely for the 4.4 The Provider shall use reasonable endeavours to provide
internal business purposes of the Customer during the Term. the Customer at least 2 Business Days' notice of any scheduled
downtime in respect of the ROTA Technology or Hosted Services that is
3.3 The Hosted Services licensed by the Provider to the likely to materially adversely affect the availability of the Hosted
Customer under Clause 3.2 may only be used by the officers, Services to the Customer.
employees, agents and subcontractors of the Customer (“Users”).
Support Services
3.4 Except to the extent expressly permitted in this
Agreement or required by law on a non-excludable basis, the licence 4.5 The Provider shall provide the Support Services outlined
granted by the Provider to the Customer under Clause 3.2 is subject to in the SoW to the Customer during the Term. For the avoidance of
the following prohibitions: doubt, the Support Services do not extend to malfunction or disruption
to the Customer’s IT hardware, internet connectivity or other systems
(a) the Customer must not sub-license its right to that are not provided by the Provider.
access or use the Hosted Services;
4.6 The Provider shall make available to the Customer a
(b) the Customer must not permit any unauthorised helpdesk as detailed in the SoW for the purposes of assisting the
person to access or use the Hosted Services; Customer to receive the Support Services (“Helpdesk”). The Customer
may use the Helpdesk solely for the purposes of notifying the Provider
(c) the Customer must not use the Hosted Services to of technical problems or malfunction affecting the ROTA Technology or
provide services to third parties; Hosted Services (“Technical Issues”) requesting and, where applicable,
receiving the Support Services; and the Customer shall not use the
(d) the Customer must not republish or redistribute any Helpdesk for any other purpose.
content or material from the Hosted Services; and
4.7 The Provider shall respond to all requests for Support
(e) the Customer must not make any alteration to the Services made by the Customer through the Helpdesk in accordance
ROTA Technology. with the procedure outlined in Schedule 3.

3.5 The Customer shall use reasonable endeavours, including 4.8 The Provider may suspend the provision of the Support
reasonable security measures relating to Account access details, to Services without further notice pursuant to clause 3.12
ensure that no unauthorised person may gain access to the Hosted
Services using the Account. Disaster Recovery

3.6 The Provider shall use reasonable endeavours to ensure 4.9 Without prejudice to clauses 3.7 and 15, where a
99% availability of the Hosted Services to the Customer, including the Catastrophic Event occurs the Provider shall respond to such
use of a backup service, however the Provider does not guarantee Catastrophic Event in accordance with the provisions of its disaster
100% availability of the Hosted Services. recovery policy (“Disaster Recovery Policy”) set out below in Clause
23.
3.7 For the avoidance of doubt, in calculating the availability
of the Hosted Services for the purpose of the targets under clause 3.6, 5. Customer Data
periods of downtime or disruption to the Hosted Services caused
directly or indirectly by any of the following shall not be taken into 5.1 The Provider shall not use Customer Data to contact
account: Customer contacts to offer work, products or services provided by the
Provider.
(a) a Force Majeure Event;
5.2 The Customer hereby grants to the Provider a
(b) a fault or failure of the internet or any public non-exclusive licence to copy, reproduce, store, distribute, publish,
telecommunications network; export, adapt, edit and translate the Customer Data to the extent
reasonably required for the performance of the Provider's obligations
(c) a fault or failure of the Customer's computer and the exercise of the Provider's rights under this Agreement to the
systems or networks; extent reasonably required therefor.

(d) any breach by the Customer of this Agreement; or 5.3 The Provider shall be entitled to track and collect data
relating to the use of the Hosted Services by Users and to generate,
(e) scheduled maintenance carried out in accordance reproduce and distribute any aggregated, anonymised data, analysis,
with this Agreement. research, statistics and other derivative content based on such data
and on any Customer Data and to use, reproduce, communicate to the
3.8 The Customer shall comply and shall procure that all public, package, sell, or otherwise exploit for any purpose whatsoever
Users comply with Schedule 2 (Acceptable Use Policy). including, but not limited to, for the purpose of analysis, maintenance
and development of the ROTA Technology any such aggregated and
3.9 The Customer must not knowingly use the Hosted anonymised data, provided that any such data will not be disclosed to
Services in any way that causes, or may cause, damage or overload to
third parties in a form that discloses its connection to the Customer or
the Hosted Services or ROTA Technology or impairment of the
any member of its staff. To the extent that any Intellectual Property
availability or accessibility of the Hosted Services.
Rights exist in any Customer Data, the Customer hereby grant the
Provider a perpetual licence to use the Customer Data in accordance
3.10 The Customer must not use the Hosted Services:
with the foregoing.
(a) in any way that is unlawful, illegal, fraudulent or
5.4 The Customer warrants to the Provider that the Customer
harmful; or
Data will not infringe the Intellectual Property Rights or other legal
rights of any person, and will not breach the provisions of any law,
(b) in connection with any unlawful, illegal, fraudulent
statute or regulation, in any applicable jurisdiction and under any
or harmful purpose or activity.
applicable law.
3.11 For the avoidance of doubt, the Customer has no right to
5.5 The Provider shall create a daily back-up copy of the
access the software code (including object code, intermediate code
Customer Data, shall ensure that each such copy is sufficient to enable
and source code) of the ROTA Technology, either during or after the
the Provider to restore the Hosted Services to the state they were in at
Term.
the time the back-up was taken, and shall retain and store each such
3.12 The Provider may suspend the provision of the Hosted copy for a minimum period of 4 (four) days.
Services without further notice to the Customer if any amount due to
be paid by the Customer to the Provider under this Agreement is 5.6 Following receipt of a written request from the Customer,
overdue by more than 10 (ten) days, and the Provider has given to the the Provider shall use reasonable endeavours to restore to the ROTA
Customer at least 10 days' written notice, following the amount Technology the Customer Data stored in any back-up copy created and
becoming overdue, of its intention to suspend the Hosted Services on stored by the Provider in accordance with Clause 5.5. The Customer
acknowledges that this process will overwrite the Customer Data
this basis.
stored on the ROTA Technology prior to the restoration.
4. Provider’s Obligations
6. No assignment of Intellectual Property Rights
Change Management and Control
6.1 Nothing in this Agreement shall operate to assign or
transfer any Intellectual Property Rights from either party to the other
or grant licence to any Intellectual Property Rights relating to the

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ROTA Technology except the right of access and use of the Hosted acknowledges this is the Shift and assignment details that will be
Services through a remote connection. utilised for the Customer, their Resource they work are utilising for the
Shifts and assignments posted on the technology. Historic adjustments
7. Technical Development Work to time and attendance will be separately managed by the Customer
and Resource.
7.1 The Customer may request additional development,
enhancements, modifications or other technical work relating to the 11.2 The Customer undertakes to ensure trainees are
ROTA Technology or the Hosted Services to be undertaken at the nominated and attend the agreed training schedules during the
discretion of the Provider. The scope and specifications for any such training and implementation. The Customer also will ensure resources
work shall be subject to agreement between the parties on a are designated to implement the technology and to ensure that
case-by-case basis. Such work is undertaken by the Provider and it deliverables agreed and required to go-live are timely executed and
shall be charged to the Customer in accordance with the rates set out undertaken.
in the SoW.
11.3 The Customer undertakes to only allow access to the
7.2 Work product and all Intellectual Property Rights in the Provider technology to their own staff and restrict and manage access
work product shall remain the sole ownership of the Provider and, once to the technology to their own employees or Resource and to disallow
approved by both parties, shall be deemed part of the ROTA access to non authorised users.
Technology and the Hosted Services for the purpose of this
Agreement. The sole rights that the Customer shall acquire in relation 11.4 The Customer shall immediately remove access rights in
to such work product shall be the right to use the Hosted Services respect of any person who is an unauthorised user of the ROTA
incorporating such work product, in accordance with this Agreement. Technology and Apps if that person's employment or engagement
No other rights or entitlement shall be implied. terminates with the Customer

8. Charges 12. Provider's confidentiality obligations

8.1 The Customer shall pay the Charges to the Provider in 12.1 The Provider must, post termination and during the
accordance with this Agreement, as detailed the SoW. contract term:

8.2 All amounts stated in or in relation to this Agreement are, (a) keep the Customer Confidential Information strictly
unless the context requires otherwise, stated exclusive of any confidential;
applicable value added taxes, which will be added to those amounts
and payable by the Customer to the Provider. (b) not disclose the Customer Confidential Information
to any person without the Customer's prior written consent, and
8.3 The Provider may, by giving no less than 30 days’ notice then only under conditions of confidentiality approved in writing
prior to the first anniversary of the Effective Date, propose a variation by the Customer;
of the Charges. In the event that a charges agreement is not met
between Customer and Provider before the first anniversary, the (c) use the same degree of care to protect the
Provider is entitled to terminate this Agreement by giving the confidentiality of the Customer Confidential Information as the
Customer an additional 3 months’ notice or retain the current terms in Provider uses to protect the Provider's own confidential
place. All agreed new Charges shall take immediate effect after the information of a similar nature, being at least a reasonable
first anniversary of the Effective Date. degree of care;

8.4 The provider shall be entitled to make changes to its (d) act in good faith at all times in relation to the
charging mechanism that are applied through its systems under the Customer Confidential Information; and
execution of this Contract to ensure legal compliance is maintained
with HMRC and any other local tax and other statutory laws. All known (e) not use any of the Customer Confidential
changes and adjustments will be sent to the Customer for agreement Information for any purpose other than the Permitted Purpose;
no less than 30 days prior to inclusion under terms.
(f) enable the removal and scrubbing of Personal Data
9. Payments from the Hosted Service on a duly authorised request while
retaining such data as required to identify the person in
9.1 The Provider shall issue invoices for the Charges to the accordance with the Data Protection Law for no longer than is
Customer in accordance with the terms outlined in the SoW that are necessary.
subject to this Agreement.
12.2 Notwithstanding Clause 12.1, the Provider may on
9.2 The Customer must pay the Charges to the Provider agreement disclose the Customer Confidential Information to the
within the period as referred within the SoW. Charges must in all cases Provider's officers, employees, professional advisers, insurers, agents
be paid before the commencement of the period to which they relate. and subcontractors who have a need to access the Customer
Confidential Information for the performance of their work with respect
9.3 All payments made or to be made under this Agreement to the Permitted Purpose and who are bound by a written agreement
shall be made in full, without any deduction, withholding, set-off or or professional obligation to protect the confidentiality of the Customer
counterclaim on account of any taxes or otherwise. Confidential Information.

9.4 The Customer must pay the Charges by bank transfer 12.3 This Clause 12 imposes no obligations upon the Provider
(using such payment details as are notified by the Provider to the with respect to Customer Confidential Information that:
Customer from time to time).
(a) is known to the Provider before disclosure under this
9.5 If the Customer does not pay any amount properly due to Agreement and is not subject to any other obligation of
the Provider under this Agreement, the Provider may: confidentiality;

(a) charge the Customer interest on the overdue (b) is or becomes publicly known through no act or
amount at the rate of 4% above the Bank of England base rate default of the Provider; or
until settlement is made (monthly compound interest will accrue
daily); or (c) is obtained by the Provider from a third party in
circumstances where the Provider has no reason to believe that
(​ b) claim interest and statutory compensation from the there has been a breach of an obligation of confidentiality.
Customer pursuant to the Late Payment of Commercial Debts
(Interest) Act 1998. 12.4 The restrictions in this Clause 12 do not apply to the
extent that any Customer Confidential Information is required to be
9.6 The Provider reserves the right to suspend access to disclosed by any law or regulation, by any judicial, governmental or
the Hosted Service, ROTA Technology, the platform or any appointed officer of court order or request, or pursuant to disclosure
Services to be provided under a Statement of Work or any requirements relating to the listing of the stock of the Provider on any
agreement between the parties where the Customer fails to pay recognised stock exchange.
any invoices in accordance with the terms of this agreement.
12.5 The provisions of this Clause 12 shall continue in force for
10. Providers Further obligations a period of 12 years following the termination or expiration of this
Agreement, at the end of which period they will cease to have effect.
10.1 The Provider will make ROTA Technology available to the
Customer and each of its contracted Resource Service Providers under 13. Data protection
the terms of this Agreement.
13.1 Each party agrees to carry out all processing of Personal
10.2 The Provider will provide training to the Customer to set Data of the other party pursuant to this Agreement and the other
up their selected Resource Service Providers, or Other Workforce party’s written instructions from time to time and warrants that any
Suppliers the Customer wishes to utilise to enable them to provide Personal Data provided has been fairly and lawfully obtained and has
resource to the Customer as the Customer requests. (to the extent relevant) complied with Data Protection Laws and holds
the required authority and consents to provide the Personal Data to
10.3 The Provider will agree and deliver Training in accordance the other party to use for the purposes for that it was provided.
to the SoW and support the implementation of the Services as agreed
with the Customer. 13.2 In respect of Customer Data, the Provider acknowledges
that:
11. Customer additional Obligations
13.2.A the Customer will be the data controller; and
11.1 The Customer will authorise, approve or adjust the time
and attendance hours recorded for each Resource using the technology 13.2.B the Provider will be the data processor.
and ROTA Technology. If the Customer fails to approve or authorise
within 48hours of the last recorded week ended Saturday time then 13.3 The Provider will at all times:
the Provider will "auto-authorise" the record as the agreed time and
Shift undertaken. Where such time has been authorised the Customer 13.3.A to the extent legally compliant and practicable
that any Customer Data is stored on or processed using any
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of the Provider equipment, to have in place appropriate 15.2 The Customer acknowledges that complex software is
technical and organisational security measures designed to never entirely free from security vulnerabilities; and subject to the
protect the Customer Data against unauthorised or unlawful other provisions of this Agreement, the Provider gives no warranty or
processing; and representation that the Services will be entirely secure.

13.3.B provide access to the Customer Data only to 15.3 The Customer acknowledges that the Hosted Services are
those who need to have access to assist the Provider in designed to be compatible only with that software and those systems
performing its obligations. specified as compatible in the Hosted Services Specification; and the
Provider does not warrant or represent that the Hosted Services will be
13.4 The Provider will notify the Customer of any: compatible with any other software or systems.

13.4.A request for disclosure of Customer Data 15.4 The Customer acknowledges that the Provider will not
received from a law enforcement authority or any notice or provide any legal, financial, accountancy or taxation advice under this
communication from any supervisory or government Agreement or in relation to the Services.
authority which relates to the processing of Customer Data;
15.5 The Customer acknowledges that all legal, financial,
13.4.B complaint, notice or communication which accountancy and tax liabilities remain the responsibility of the
relates to the processing of Customer Data or to either Customer relating to any Resource, service provider, client, natural or
party’s compliance with Data Protection Laws. legal person provided by any company, including but not limited to the
Resource Service Provider, the Customer, or other Workforce Supplier,
13.5 Each party agrees that it will: other person, external body or legal entity to include local tax
requirements and those applied by Her Majesty’s Revenue and
13.5.A promptly carry out any request from the other Customs and that the Provider shall remain indemnified of all and any
party requiring that party to delete or return the other responsibility to the same in sum and to all parts in its payment
party’s Personal Data; relationship with a Resource provider.
13.5.B not transfer, use or process the other party’s 15.6 The Customer acknowledges that subject to the
Personal Data outside the European Economic Area unless Customer’s prior consent, the Provider may use the Customer’s logo
and to the extent expressly authorised by the other party. and names on their marketing material.

13.6 The Customer expressly acknowledges and agrees that it 15.7 The Customer acknowledges and agrees that the Provider
has the authority and all necessary consents that may be required to is only responsible for making available the Hosted Services and the
transfer and allow the Provider to use and process all Personal Data ROTA Technology and that the Customer, Resource Service Provider or
provided to the Provider by the Customer. Other Workforce Supplier shall be responsible for the Resource
engaged via the ROTA Technology (including, without limitation, the
13.7 Notwithstanding anything to the contrary in this clause
provision of insurance and other requirements).
13, nothing in this Agreement shall require the Provider to modify the
ROTA Technology or to undertake any technical work relating to the 15.8 The Customer acknowledges and agrees that the Provider
ROTA Technology in response to requests or instructions relating to has no management responsibility towards any Resource Service
the processing of the Customer Data including any Personal Data. Provider, natural or legal person(s), other Workforce Supplier or any
Resource provided by the same. Only where a direct Resource
14. Warranties relationship applies under an agreement separate to this one will the
Provider have any responsibility towards any Resource provided to the
14.1 The Provider warrants to the Customer that:
Customer and that is to be limited to only the Resource directly
supplied to the Customer by the Provider from its own books.
(a) the Provider has the legal right and authority to
enter into this Agreement and to perform its obligations under
15.9 The Customer agrees to indemnify, defend and hold
this Agreement;
harmless the Provider and its officers, subsidiaries, affiliates,
(b) the Provider will comply with all applicable English successors, assigns, directors, officers, agents, service providers and
legal and regulatory requirements applying to the exercise of the employees from and against any and all claims, losses, expenses or
Provider's rights and the fulfilment of the Provider's obligations demands of liability, including reasonable legal fees and costs incurred
under this Agreement; and by the Provider in connection with any claim by a third party (including
an intellectual property claim) arising out of: (i) the materials and
(c) the Provider has or has access to all necessary content, including but not limited to ratings, submitted, posted or
know-how, expertise and experience to perform its obligations transmitted through the ROTA Technology on the Customer’s Account,
under this Agreement. or (ii) the Customer’s use of the ROTA Technology or the Hosted
Services in violation of this Agreement or any applicable law.
14.2 The Provider warrants to the Customer that:
15.10 The Provider reserves the right, at its reasonable
(a) the ROTA Technology and Hosted Services will discretion, to apply procedures to detect and prevent breaches of this
materially conform with the Services Specification; Agreement or to monitor use of the ROTA Technology and Hosted
Services generally.
(b) it shall provide the Support Services with reasonable
skill and care; 16. Limitations and exclusions of liability

(c) it shall use reasonable endeavours to comply with 16.1 Nothing in this Agreement will:
the security measures;
(a) limit or exclude any liability for death or personal
(d) it shall use reasonable endeavours to ensure as far injury resulting from negligence;
as practicable that the ROTA Technology will be free from viruses,
worms, Trojan horses, ransomware, spyware, adware and other (b) limit or exclude any liability for fraud or fraudulent
malicious software programs. misrepresentation;

14.3 If the Provider reasonably determines, or any third party (c) limit any liabilities in any way that is not permitted
alleges, that the use of the Hosted Services by the Customer in under applicable law; or
accordance with this Agreement infringes any person's Intellectual
Property Rights, the Provider may at its own cost and expense: (d) exclude any liabilities that may not be excluded
under applicable law.
(a) modify the Hosted Services in such a way that they
no longer infringe the relevant Intellectual Property Rights; or 16.2 The limitations and exclusions of liability set out in this
Clause 16 and elsewhere in this Agreement:
(b) procure for the Customer the right to use the Hosted
Services in accordance with this Agreement. (a) are subject to Clause 16.1; and

14.4 The Customer warrants to the Provider that it has the (b) govern all liabilities arising under this Agreement or
relating to the subject matter of this Agreement, including
legal right and authority to enter into this Agreement and to perform
liabilities arising in contract, in tort (including negligence) and for
its obligations under this Agreement.
breach of statutory duty, except to the extent expressly provided
14.5 All of the parties' warranties and representations in otherwise in this Agreement.
respect of the subject matter of this Agreement are expressly set out
16.3 Neither Party shall in any circumstances have any liability
in this Agreement. To the maximum extent permitted by applicable
for any losses or damages which may be suffered by the other party,
law, no other warranties or representations concerning the subject
matter of this Agreement will be implied into this Agreement or any whether the same are suffered directly or indirectly or are immediate
related contract. or consequential, and whether the same arise in contract, tort
(including negligence) or otherwise howsoever, which fall within any of
14.6 Neither party has received or been offered any illegal or the following categories:
improper bribe, kickback, payment, gift, or thing of value from an
employee or agent of the other party in connection with this (a) any losses arising out of a Force Majeure Event;
Agreement. Reasonable gifts and entertainment provided in the
(b) any loss of profits or anticipated savings;
ordinary course of business do not violate the above restriction.
(c) any loss of revenue or income.
15. Acknowledgements and warranty limitations
(d) any loss of use or production.
15.1 The Customer acknowledges that complex software is
never wholly free from defects, errors and bugs; and subject to the (e) any loss of business, contracts or opportunities.
other provisions of this Agreement, the Provider gives no warranty or
representation that the Hosted Services will be wholly free from
defects, errors and bugs.
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(f) any loss or corruption of any data, database or 19. Effects of termination
software.
19.1 Upon the termination of this Agreement, all of the
(g) any special, indirect or consequential loss or damage provisions of this Agreement shall cease to have effect, save that the
even if the other party was aware of the circumstances in which following provisions of this Agreement shall survive and continue to
such special damage could arise. have effect (in accordance with their express terms or otherwise
indefinitely): Clauses 1, 3.11, 6.1, 7.2, 9.2, 9.4, 10, 14, 17, 20 and
16.4 Nothing contained in this Agreement shall in any way 21.
constitute any Resource as the employee or worker of the Provider.
19.2 Except to the extent that this Agreement expressly
16.5 The agreement governs the relationship between the provides otherwise, the termination of this Agreement shall not affect
Provider and the Customer for the provision of the Services. The the accrued rights of either party.
Customer acknowledges and agrees that it has separate contracts with
each of its Resource Service Providers, Other Workforce Supplier, 19.3 Within 30 days following the termination of this
partners, clients or and Resources governing the engagement, Agreement for any reason:
sourcing, introduction or supply of the Resources. Accordingly, the
Provider does not accept any responsibility or liability for the accounts (a) the Customer must pay to the Provider any Charges
or omissions of any of the Agencies and Resource they supply. Such to in respect of Services provided to the Customer before the
include, but not be limited as Agency Workers Regulations, termination of this Agreement; and
Employment Agencies Regulations, all other Statutory and legislative
requirements that exist between the Customer and the selected (b) the Provider must refund to the Customer any
Agency or Resource and related to their provision of Resource. Charges paid by the Customer to the Provider in respect of
Services that were to be provided to the Customer after the
16.6 The total liability of the Provider, whether in contract, tort termination of this Agreement, without prejudice to the parties'
(including negligence) or otherwise and whether in connection with other legal rights.
this Agreement or any collateral contract, shall in no circumstances
exceed a sum equal to the Fee or £100,000, whichever is less; and 20. Notices

(a) the Customer agrees that, in entering into this Agreement, either 20.1 Any notice from one party to the other party under this
it did not rely on any representations (whether written or oral) of Agreement must be given by email to the addresses detailed in the
any kind or of any person other than those expressly set out in SoW providing that, if the stated time of deemed receipt is not within
this licence or (if it did rely on any representations, whether Business Hours, then the time of deemed receipt shall be when
written or oral, not expressly set out in this licence) that it shall Business Hours next begin after the stated time.
have no remedy in respect of such representations; and
20.2 Contact details for notices shall be set out in in each
(b) the Provider shall have no liability in any circumstances otherwise individual SoW.
than in accordance with the express terms of this Agreement.
21. Subcontracting

21.1 The Provider may subcontract any of its obligations under

17. Force Majeure Event this Agreement.

17.1 If a Force Majeure Event gives rise to a failure or delay in 21.2 The Provider shall remain responsible to the Customer for
either party performing any obligation under this Agreement, that the performance of any subcontracted obligations.
obligation will be suspended for the duration of the Force Majeure
Event. 21.3 Notwithstanding any other provision of this Agreement,
the Customer acknowledges and agrees that the Provider may
17.2 A party that becomes aware of a Force Majeure Event subcontract to any reputable third-party hosting business the hosting
which gives rise to, or which is likely to give rise to, any failure or of the ROTA Technology and the provision of services in relation to the
delay in that party performing any obligation under this Agreement, support elements of the Platform.
must:
22. General
(a) promptly notify the other; and
22.1 No breach of any provision of this Agreement shall be
(b) inform the other of the period for which it is waived except with the express written consent of the party not in
estimated that such failure or delay will continue. breach.

17.3 A party whose performance of its obligations under this 22.2 If any provision of this Agreement is determined by any
Agreement is affected by a Force Majeure Event must take reasonable court or other competent authority to be unlawful and/or
steps to mitigate the effects of the Force Majeure Event. unenforceable, the other provisions of this Agreement will continue in
effect. If any unlawful and/or unenforceable provision would be lawful
18. Termination or enforceable if part of it were deleted, that part will be deemed to be
deleted, and the rest of the provision will continue in effect (unless
18.1 Either party may terminate this Agreement by giving the that would contradict the clear intention of the parties, in which case
other no less than 3 months written notice prior to the executable end the entirety of the relevant provision will be deemed to be deleted).
term date of the Statement of Work. Where notice is not given the
contract will naturally roll under the same terms unless otherwise 22.3 This Agreement may not be varied except by a written
agreed in writing for a further 12 month contracted period. document signed by or on behalf of each of the parties.

18.2 Either party may terminate this Agreement immediately 22.4 Neither party may without the prior written consent of the
by giving written notice of termination to the other party if the other other party assign, transfer, charge, license or otherwise deal in or
party commits a breach of this Agreement and such breach is not dispose of any contractual rights or obligations under this Agreement.
capable of remedy within 30 days of notification by the other party.
22.5 This Agreement is made for the benefit of the parties and
18.3 Either party may terminate this Agreement immediately is not intended to benefit any third party or be enforceable by any
by giving written notice of termination to the other party if: third party. The rights of the parties to terminate, rescind, or agree
any amendment, waiver, variation or settlement under or relating to
(a) the other party: this Agreement are not subject to the consent of any third party.

(i) is dissolved; 22.6 This Agreement shall constitute the entire agreement
between the parties in relation to the subject matter of this
(ii) ceases to conduct all (or substantially all) of its Agreement, and shall supersede all previous agreements,
business; arrangements and understandings between the parties whether written
or oral (including, without limitation, any terms and conditions
(iii) is or becomes unable to pay its debts as they fall submitted by the Provider to the Customer or signed by the parties as
due in the ordinary course of business; part of its bid for the provision of the Services) in respect of that
subject matter. Each party acknowledges that in entering into this
(iv) is or becomes insolvent or is declared insolvent; or Agreement it does not rely on, and shall have no remedies in respect
of, any statement, representation, assurance or warranty (whether
(v) convenes a meeting or makes or proposes to make made innocently or negligently) that is not set out in this Agreement.
any arrangement or composition with its creditors; The foregoing shall not limit either party’s liability for its own fraud.
(b) an administrator, administrative receiver, liquidator, 22.7 This Agreement shall be governed by and construed in
receiver, trustee, manager or similar is appointed over any of the
accordance with English law.
assets of the other party;
22.8 The courts of England shall have exclusive jurisdiction to
(c) an order is made for the winding up of the other
adjudicate any dispute arising under or in connection with this
party, or the other party passes a resolution for its winding up; or
Agreement.
(d) if that other party is an individual:
22.9 The Clause headings do not affect the interpretation of
this Agreement.
(i) that other party dies;
22.10 In this Agreement, general words shall not be given a
(ii) as a result of illness or incapacity, that other
restrictive interpretation by reason of being preceded or followed by
party becomes incapable of managing his or her own
words indicating a particular class of acts, matters or things.
affairs; or
22.11 Each of the parties acknowledges and agrees that in
(iii) that other party is the subject of a bankruptcy
entering into this Agreement it does not rely on any undertaking,
petition or order.
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promise, assurance, statement, representation, warranty or

understanding (whether in writing not) of any person (whether party
this Agreement or not) relating to the subject matter of this
Agreement.

23. Applicable Schedules & Policies

23.1 The parties agree that the following Schedules and

policies shall applicable and binding to this Agreement and any terms
between the parties:

(a) [Schedule 1 – ​Information and Security Measures​]

(b) [Schedule 2 – ​Acceptable Use Policy​]
(c) [Schedule 3 – ​Security Access Policy​]
(d) [Schedule 4 – ​Support Service Levels​]
(e) [Appendix 1 – ​Disaster Recovery Policy​]
(f) [Appendix 2 – ​Change Management and Control Policy​]
(g) [Appendix 3 – ​General Data Protection Regulations Policy​]

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