Terms And Conditions

Businesses

Recruitment agencies

Candidates

1. INTRODUCTION - BUSINESS TERMS AND CONDITIONS

1.1 In this Terms and Conditions document, the following terms are defined as:

(a) “Agency” – a recruitment agency;

(b) “Business” – a business seeking assistance of Agencies to fill a Job;

(c) “Candidate” – an individual registered at an Agency with a view to find a Job;

(d) “TempaGoGo” – TempaGoGo Ltd, a company registered in England and Wales under registration number 10876805 whose registered address is 24 Speldhurst Road London W4 1BU;

(e) “Job” – the details of a vacant position in respect of a temporary work placement that a Business wishes to fill;

(f) “Lead” – the details of a Job, offered to a specific Agency selected by a Business;

(g) “Submission” – the details of a particular Candidate that an Agency shares with a Business, to enable the Business to decide whether the Candidate would be suitable for their Job;

(h) “Booking” – the specific details of an agreement for an Agency to supply a Candidate to a Business. It may include the start and end date of the Job, and any monies to be paid. The Booking is a separate agreement between an Agency and a Business on the terms decided by those parties;

(i) “Timesheet” – the details of the time that a Candidate has worked in a particular period, usually but not necessarily a working week, when fulfilling a Booking for a Business;

(j) “Services” – the Services that TempaGoGo provides to Agencies, Businesses and Candidates as detailed in this Use Agreement;

(k) “Website” – TempaGoGo’s marketing Website (www.tempagogo.com) describing the Services;

(l) “Platform” – TempaGoGo’s online Platform (app.tempagogo.com), through which it delivers the Services.

1.2 In this Use Agreement,

(a) “we”, “us” and “our” refer to TempaGoGo Ltd. For more information about us, see Section 22 of this Agreement;

(b) “you” and “your” refer to the Business registered on the Platform in order to benefit from our Services. Please be aware that our Platform is for use or registration by those aged 16 years or older;

(c) reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted;

(d) words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and unincorporate; and (in each case) vice versa;

(e) any reference to a party to this Use Agreement includes a reference to his successors in title and permitted assigns;

(f) the headings to the clauses are for ease of reference only and shall not affect the interpretation or construction of this Use Agreement; and

(g) any formatting of the document is for legibility and shall not affect the interpretation or construction of this Use Agreement.

1.3 These Terms and Conditions together with TempaGoGo’s Privacy and Cookies Policy and Website Terms of Use (the “Use Agreement”) govern the use of the Platform by Business.

1.4 This Use Agreement applies between the Business (whether an individual or legal person) and TempaGoGo.

1.5 By registering and using the Platform, you have access to a number of the Services, as follows:

(a) requesting Agencies to find suitable Candidates to fill-in a Job, a temporary vacancy that you wish to fill, based on a list of Agencies who are able to serve the job category and geographic location of your Job;

(b) receiving Submissions from Agencies, in order for you to make a decision as to whether you would like hire the Candidate to fulfil your Job;

(c) agreeing Bookings with Agencies;

(d) submitting and authorising Timesheet data, either entered by yourself, a Candidate or an Agency, and either authorised by yourself or an Agency.

1.6 If you use our Platform in the course of a business, then by so doing you bind both i) yourself and ii) the person, company or other legal entity that operates that business to this Use Agreement. You agree to be bound by the Use Agreement current at the time you commence each instance of access or use. The Use Agreement may be updated or amended at any stage by TempaGoGo and covers all transactions finalised after that time.

1.7 The Services are available only to those carrying out a business or intending to make a supply in the course of their organisation’s activities. The Services are not available to those acting as consumers. Accordingly, by registering you are representing that you are not acting as a consumer.

1.8 By registering and using the Platform, you accept this Use Agreement in full; accordingly, if you disagree with these Terms and Conditions or any part of these Terms and Conditions, you must not use our Platform.

2. REGISTRATION

2.1 To be eligible for a Business account, you must:

(a) be lawfully engaging Candidates in accordance with the laws of England and Wales;

(b) complete and submit the account registration form on the Platform;

(c) click on the verification link in the email that the Platform will send to you and create a password;

(d) fill-in the account registration details about your organisation, on the Platform;

(e) not be registered on the Platform as an Agency.

2.2 A Business must be registered on the Platform in order to use our Services.

2.3 Once registered, a Business administrative user (the “Administrative User”) can create additional accounts for other users (the “Other User”) within their company, for which they need the new user’s email address. To finalise their registration, Other Users must click on the verification link in the email that the Platform will send to them and create a password.

2.4 You agree to TempaGoGo making reasonable enquiries to ensure identification. TempaGoGo may refuse registration at any time to an individual or a Business at its reasonable discretion including but not limited to your details failing to pass verification.

3. USER LOGIN DETAILS

3.1 If a Business user registers for an account on the Platform, the user will be asked to choose an email address and password.

3.2 Registration is personal to the individual registering and may not be transferred whether temporarily or permanently to another individual representing the Business. The Business must ensure that all the information they supply to TempaGoGo through the Platform is true, accurate, current and non-misleading. A Business user must not use their account or email address for or in connection with the impersonation of any person.

3.3 A Business must provide identifiable individuals to register as authorised representatives of the Business on the Platform including an Administrative user. When using our Services, the Business must ensure that the registered individual is authorised to bind the Business in accordance with the level of operation of the registration, as the Agencies using the Platform may rely on contact with the individual manager as authorisation for an agreement to recruit a Candidate. The Business is also responsible for the actions of any person using the Services using such login credentials. TempaGoGo takes no responsibility for the Business being unable to gain access to the Services in the event the information supplied to TempaGoGo is inaccurate.

3.4 You must keep your password confidential.

3.5 If we become aware, or suspect, that any unauthorised person has obtained or has attempted to obtain access to your account including the data stored thereunder, then we will suspend that user’s account and notify you.

3.6 If you become aware of or suspect any disclosure of your password or that any unauthorised person has obtained or has attempted to obtain access to your account including the data stored thereunder, you must notify us immediately using the contact details available in Section 22. You shall ensure that that user account is secured, either by resetting your own password in the Platform or, if you are an Administrative user, by deleting the Other Account user’s account to suspend their access to their account.

3.7 You are responsible for any activity on our Platform arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

4. OUR SERVICES

4.1 Subject to your registration and the other provisions of this Use Agreement, we shall provide you with the Services described in Section 1.5.

4.2 You may only use the Platform to submit Job requests and find relevant Agencies who have potential Candidates appropriate for filling the work placement requests you place on the Platform. You are not obliged to use the Platform to receive and manage Submissions, sign-off Bookings or submit or authorise Timesheets.

4.3 In addition to these Services provided as part of the Use Agreement,

a we may offer you reasonable telephone and email support from time to time as well as tutorials on our Website, should you need support on how to use the Platform or information about our Services but we are under no obligation to do so; and

b we may supply information in the form of newsletters, blogs, e-books, events, personalised store templates or other. Such advice requires use of your Administrator User’s email address and other contact details as supplied by you. These communications may also extend to advice on the better use of existing or new features of our Services. Provision of such information is subject to disclaimers set out in our Website Terms of Use.

4.4 You acknowledge that:

(a) we do not confirm the identity of Agencies, check their credit worthiness or bona fides, or otherwise vet them. You are responsible for making such checks as you deem appropriate;

(b) we do not check, audit or monitor the information provided by the Agencies;

(c) we do not provide a back-up service, and subject to Section 15, we will not be liable to you in respect of any loss or damage arising out of the loss or corruption of any digital information. You must keep a back-up copy of the information that you upload on our Platform or that you make available through our Platform;

(d) we are not involved in any transaction between a Business and an Agency in any way, save that we facilitate a marketplace for Businesses and Agencies and provide Services to both;

(e) we are not the agents for any Business or Agency;

and limit our liability in relation to the Services accordingly; furthermore we are not responsible for the enforcement of any contractual obligations arising out of a Booking and we will have no obligation to mediate between the parties to any such contract.

5. USE OF THE PLATFORM

5.1 You are granted a non-exclusive, non-assignable, worldwide, limited right to use the Platform as a service solely for your business operations.

5.2 You acknowledge that you have no licence to download the Platform and have the right to use the Platform only as part of our Services.

5.3 Use of the Platform is strictly in accordance with the procedures set out thereon including but not limited to the completion of placements conducted via the Platform. Failure to abide by any of the procedures laid down shall constitute breach of the Use Agreement.

5.4 In providing the Platform as we do, we in no way make any representations nor take on responsibility concerning any legal or regulatory requirements that you may be subject to and we do not accept liability for meeting your obligations in this regard.

5.5 We shall have the final choice of the manner in which any Leads will be generated, searched, displayed, accessed, downloaded, copied, and otherwise used in the Platform and we may modify Leads prior to your purchase for this reason.

5.6 It is for an Agency to follow up such Leads accepted. Information about an Agency is supplied by third parties – the Agencies themselves – and we make no representations as to the likely success of filling the advertised placement or appropriateness of the Agency or Candidates so introduced. If in any doubt, you should make enquiries direct to the Agency or as you see fit.

5.7 We agree to use our reasonable endeavours to maintain the quality of the Agencies registered on the Platform using a rating system and operation of the Platform as is.

5.8 You shall have sole responsibility for the preparation, presentation and use of your data in and in conjunction with our Platform and we shall not be responsible for any fault or error in your use of your data in conjunction with our Services.

5.9 We reserve the right to virus-check any document stored and uploaded on the Platform and change their file titles but have no obligation to do so. Any file suspected to be infected will be deleted.

5.10 All calculations shown on the Platform are supplied as estimates based on the information supplied by you, Agencies and/or Candidates only.

5.11 The Platform is for the purpose of generating Leads to Agencies interested in placing Candidates with Businesses, and accordingly, Bookings resulting from such Leads are agreements between you and the Agency direct under the Agency’s Terms of Business, to which we are not a party. We take no responsibility whatsoever for providing or enforcing such terms. You must also ensure that the Booking is concluded with the Agency to your own satisfaction. You enter into separate agreements with TempaGoGo to supply the Services as described in Section 1.5 only.

5.12 The accuracy of Timesheets submitted and authorised is dependent on third parties’ input of data (you, Agency, and/or Candidate) and accordingly is used at your own risk. We are not responsible for the proper data collection or invoicing of time as recorded on the Timesheets uploaded on our Platform.

5.13 You may not:

(a) make the programs or materials resulting from our Services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program licence or materials from the Services you have acquired in writing);

(b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of our Services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use our Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to TempaGoGo;

(c) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, software or TempaGoGo materials available, to any third party other than, as expressly permitted under the terms of the Use Agreement.

5.14 Notwithstanding any other limits on liability contained within this Use Agreement, our sole obligation to you concerns access to our Platform and does not extend to any other service, including, but not limited to advice or guidance on how to use our Platform, perform your business, financial management or performance of your business within lawful or regulatory frameworks applying to your business or other.

6. CANDIDATE DATA

6.1 Agencies upload details of Candidates work history and personal information onto the Platform for which we act as Data Processor. Unless otherwise agreed with the Agency, you should treat this data as belonging to the Agency.

6.2 You are responsible for checking the existence or accuracy of Candidates Data to your own satisfaction as we make no such checks and make no warranties for the accuracy thereof.

6.3 With respect to Candidates’ Submissions, Bookings and Timesheets completed through the Platform, and other communications or data uploaded relating to an individual, this is Candidate’s personal data whether uploaded by you, the Agency or by the Candidates themselves. Accordingly, submission of this personal data is processing of that data for which you are responsible as Data Controller using TempaGoGo as Data Processor.

6.4 In accordance with Data Protection laws, you should also be aware that we may need to share any data held on the Candidate with the Candidate, without your expression permission, knowledge or ability to edit in advance.

6.5 It is your responsibility to ensure that any Candidate information is not:

(a) defamatory or offensive, untrue, racially offensive or an incitement to racial hatred or otherwise in breach of an individual’s right to privacy or human rights; or

(b) infringing the intellectual property rights of others; or

(c) otherwise illegal in the UK.

6.6 We reserve the right to delete any such material that in our reasonable view is potentially actionable in any jurisdiction and without giving rise to any claim by you against us for so doing.

7. DATA PROTECTION COMPLIANCE

7.1 You shall adhere to Data Protection laws applicable in the United Kingdom and the European Union to reflect your role as a Data Controller for Candidate data.

7.2 You hereby authorise TempaGoGo to act as Data Processor for all purposes of your use of our Services, to process Candidates’ data for all purposes relating to provision of our Services, minding the confidentiality of Candidates.

7.3 Nothing within these terms relieves TempaGoGo of its own direct responsibilities and liabilities under applicable Data Protection laws.

7.4 You recognise that your own personal data and personal data from your own employees is processed by TempaGoGo under our Privacy and Cookies Policy. That is distinct from our obligations acting as your Data Processor. In doing so, we:

(a) may process Candidate data uploaded by you also for any reason that it is obliged to do so by law including the order of any competent court, statutory, legal or regulatory obligation;

(b) may use a sub-data processor as we see fit and in accordance with Data Protection laws;

(c) shall process such data securely.

7.5 We shall:

(a) assist you in providing subject access request and any other assistance in Candidates’ exercise of their rights;

(b) assist you in meeting your Data Protection obligations including notification of data breaches;

(c) permit you to make audits and inspections, provide you with whatever information you need to ensure that we are both meeting our obligations under applicable Data Protection legislation. We shall tell you immediately if we are asked to do something infringing Data Protection laws of the United Kingdom or the European Union;

(d) delete or return all Candidates’ Data to you as requested at the end of the provision of the Services, except in the event that you use TempaGoGo to act as a store of archive or other material.

and we may charge you additional reasonable administration charges for any such processing.

7.6 You shall:

(a) provide up-to-date and compliant privacy policies and/or notifications to Candidates that their personal data is being used on the Platform to each of your Candidates at all times and in particular, you shall ensure that you have a legitimate basis for downloading Candidates’ data from the Platform;

(b) maintain compliant systems and permit TempaGoGo to inspect such systems to satisfy us that your systems are compliant;

(c) process all Candidate data lawfully, fairly and transparently;

(d) ensure the secure handling of data when you are in actual control of processing it.

7.7 You hereby indemnify and hold harmless TempaGoGo for any loss or damages of any kind, whether direct or indirect, consequential, loss or profit, loss of reputation or any other in the event you breach applicable Data Protection laws.

8. RATINGS

8.1 We publish Agencies’ ratings on our Platform. These ratings are calculated using our own algorithm using company information and transactional data captured as Agencies use the Platform. It is not based on feedback. We reserve the right to modify the way ratings are calculated at any point in time.

8.2 Whilst we make every reasonable effort to ensure the quality of our ratings, you acknowledge that Agencies’ ratings published on our Platform may be out of date, partial, mis-leading and/or inaccurate.

8.3 Ratings relate to an organisation’s use of the Platform only. You should conduct your own research in respect of other parameters to your satisfaction before signing-off a Booking with an Agency.

8.4 Subject to Section 15, we will not be liable to you for any loss or damage arising from any reliance you may place on any rating published on our Platform.

8.5 We also publish Businesses’ ratings on our Platform, which we disclose to you and to Agencies as they receive an alert for a Lead.

8.6 These Businesses’ Ratings are calculated based on company information and transactional data captured as Businesses use the Platform. We reserve the right to modify the way ratings are calculated at any point in time.

8.7 Whilst we make every reasonable effort to ensure the quality of our ratings, you acknowledge that Businesses’ ratings published on our Platform may be out of date, partial, mis-leading and/or inaccurate.

8.8 You agree to the publication of ratings relating to your business, on our Platform; and, subject to Section 15, you agree that you will not hold us liable in respect of any such ratings, or any loss or damage resulting from this rating.

8.9 TempaGoGo will not enter into any discussion or negotiation around its rating algorithm or application in any specific circumstances, but reserves the right to seek feedback and make improvements as it sees fit.

9. TERMINATION OF CONTRACT

9.1 You may terminate this contract to have access to the Platform at any time, subject to:

(a) you must give notice in writing to TempaGoGo using the contact details provided in Section 22 30 days in advance of your desired termination date;

(b) you are responsible for downloading any data from the system before the termination date.

On the termination, your TempaGoGo account will be inaccessible. TempaGoGo may delete all related data, aside from where there is a regulatory reason to keep such data.

9.2 TempaGoGo may terminate this contract at any time, subject to:

(a) TempaGoGo will give you 2 months written notice of its intention to terminate this contract;

(b) TempaGoGo will provide facilities to download your data in a suitable format.

9.3 TempaGoGo reserves the right to immediately withdraw Services in response to a breach of contract as set out in Section 10.

10. BREACH OF CONTRACT

10.1 We reserve the right to suspend or terminate your account with immediate effect at our sole discretion in the following circumstances, but not limited to:

(a) breaching this Use Agreement;

(b) mis-representing your business as a Business, when it is not;

(c) operating a second TempaGoGo account as an Agency;

(d) submitting fake Job requests;

(e) any attempt to disrupt or undermine the security or operation of the Platform;

(f) any attempt to disrupt of undermine our business;

(g) uploading documents with viruses;

(h) attempting to probe the system in order to find information about other Businesses, Agencies or Candidates;

(i) mis-using the data provided by the Platform, for example but not limited to: i) actively marketing positions to Candidates, ii) operating a secondary business, such as sale of data, or establishing a competing proposition to TempaGoGo’s, iii) any illegal use of the data as per Section 5;

(j) persistent Agencies’ complaints to TempaGoGo about your conduct.

10.2 Without prejudice to our other rights under this Use Agreement, if you breach this Use Agreement in any way, or if we reasonably suspect that you have breached these Terms and Conditions in any way, we may:

(a) send you one or more formal warnings;

(b) temporarily suspend your access to our Platform;

(c) permanently prohibit you from accessing our Platform;

(d) block computers using your IP address from accessing our Platform;

(e) commence legal action against you, whether for breach of contract or otherwise; and/or

(f) delete your account on our Platform,

at any time in our sole discretion.

10.3 We do not commit to entering in discussion before suspension or termination, but will inform you at the point of suspension or termination.

10.4 Suspension and termination will immediately prevent any of your users from accessing the Platform, viewing Submissions on the Platform, working on existing Bookings, or submitting, authorising or viewing Timesheet data mediated through the Platform. We reserve the right to re-instate or effectively terminate your contract at this point, at our sole discretion, depending on circumstances.

10.5 Notwithstanding suspension or termination by us, any agreement you have with Agency will be unaffected by our action.

10.6 If TempaGoGo determines that you have breached the Use Agreement, we reserve the right at our absolute discretion to investigate such breaches and issue an email notification to you for each breach. We may charge you, either directly or through your account, an administrative fee in respect of each such notification reflecting the time spent in investigating and notifying you of each breach. Whether such fee is charged or not, we also reserve the right to suspend or permanently deny you access to our Services.

10.7 Where we suspend or prohibit or block your access to our Platform or delete your account on our Platform, you must not take any action to circumvent such suspension or prohibition or blocking, including without limitation creating and/or using a different account.

10.8 You agree to defend, indemnify and hold harmless, TempaGoGo and/or its associates, subsidiaries, their officers, directors, employees, affiliates, licensees, business partners and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees resulting from any breach by you of the Use Agreement.

11. REPORT ABUSE

11.1 If you learn of any unlawful material or activity on our Platform, or any material or activity that breaches this Use Agreement, please let us know.

11.2 You can let us know about any such material or activity using the contact details provided in Section 22.

12. CHARGES GENERALLY

12.1 TempaGoGo generates income through its charging of an Agency for the Leads. You are not charged for the use of our Services.

12.2 Nonetheless by your registration on the Platform, you have a contract with us concerning your use of our Services. A term of this agreement is that you agree to honour your commitments direct with the Agency to pay its charges as agreed with it in the Booking agreement including the Agency’s Terms of Business.

13. DISPUTES

13.1 Disputes concerning the function of our Platform should be directed to us using the contact details provided in Section 22.

13.2 Disputes concerning the performance, attendance or payment of Candidates or the Agencies’ invoices are a matter between you and the Agency, in line with Section 5.

14. LIMITED WARRANTIES

14.1 It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, Services and other information provided by the Agency through the Platform. We accept no responsibility for checking or verifying the accuracy of material submitted on the Platform and you accept that TempaGoGo has no liability for the accuracy or otherwise of information provided by the Agency. We give no warranty that the Services will meet your individual requirements.

14.2 We exclude all warranties as to fitness for purpose or suitability of the Platform for you.

15. EXCLUSIONS OF LIABILITY AND LIMITATION

15.1 We disclaim all liability whether arising in contract, tort (including negligence) or otherwise for any business loss resulting such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising out of your use of the Services.

15.2 We will not be liable to you in respect of any loss or corruption of any data, database or software.

15.3 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with our Platform or this Use Agreement (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

15.4 In any event (except in relation to death or personal injury for our negligence for which no injury applies), we limit our liability to £100 per Candidate placement.

16. INDEMNITY

16.1 You shall indemnify and hold harmless TempaGoGo and its management in respect of any loss, cost, damage to persons or property, liability and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred as a result of you accessing, or directly or indirectly using the Platform, to the extent permitted by law.

17. DISCLAIMERSh4

17.1 We take all reasonable efforts for data back-up and business resumption procedures however you are solely responsible for retaining back-up copies of all information submitted to the Platform.

17.2 We shall use our reasonable endeavours to arrange for continuous access to the Services but shall not be responsible for periods when servers are not functioning due to i) routine or necessary server and software maintenance and ii) technical errors where reasonable efforts are ongoing to repair such errors.

17.3 We make no representations whatsoever about the content or functioning of any other websites accessed via or referred to on our Platform, and whilst you may use links on our Platform to access other third party sites, the use of such links is entirely at your own risk.

17.4 TempaGoGo is an Internet Service Provider acting as a mere conduit for you to access Services available online. TempaGoGo does not and shall not act as an agent either expressly or impliedly on behalf of any other. You forming legal relationships with other businesses online do so entirely at your own risk.

17.5 TempaGoGo disclaims all liability for the acts or omissions of persons unlawfully accessing or using the Services or misusing the personal information of Businesses obtained through the Services whether such acts or omissions occur during use of the Services or otherwise.

18. THIRD PARTY RIGHTS

18.1 This Use Agreement is between you and TempaGoGo only and is not intended to confer any rights of any nature upon any other party.

19. SEVERABILITY AND NO WAIVER

19.1 If any provision of the Use Agreement or part thereof is held to be invalid or unenforceable by or under any law, rule, order or regulation of any competent authority or by the final adjudication of any court, such inconsistency, invalidity or un-enforceability shall not affect the enforceability of any other provision of the Use Agreement.

19.2 Our failure to exercise or enforce any right or provision of the Use Agreement shall not constitute a waiver of our right to enforce such right or provision subsequently.

20. ENTIRE AGREEMENT

20.1 The Use Agreement (but not including the headings therein) together with our Privacy and Cookies Policy and Website Terms of Use to which it refers constitute the entire agreement between TempaGoGo and you relating to the subject matter herein.

20.2 This Use Agreement shall supersede all previous agreements between you and us in relation to your use of our Platform.

21. LAW AND JURISDICTION

21.1 By accessing, registering and/or using the Platform, you agree that the laws prevailing in England shall be the governing laws in all matters relating to the interpretation of this Use Agreement and the courts of England alone shall have the exclusive jurisdiction to decide all matters relating to this Use Agreement save that the parties shall prior to the commencement of any proceedings have recourse to non-binding mediation using a mediator mutually agreed by both parties.

22. OUR DETAILS

22.1 This Platform is owned and operated by TempaGoGo Ltd.

22.2 We are registered in England and Wales under registration number 10876805, and our registered office is at 24 Speldhurst Road London W4 1BU.

22.3 Our principal place of business is at 24 Speldhurst Road London W4 1BU.

22.4 Any notice or other communication required or authorised by this Use Agreement to be given by either party to the other shall be given by sending it by e-mail or comparable means of communication. Any notice or other communication sent by e-mail or comparable means of communication shall be deemed to have been duly given on the date of transmission. We shall send all such communications to the email address of your Administrative User as registered with us and you are responsible for ensuring that this address or another notified to, and acknowledged by, us remains operational during the course of this Use Agreement.

22.5 You can contact us:

(a) by post, using the postal address given above;

(b) using our Website contact form;

(c) by telephone, on the contact number published on our Website from time to time; or

(d) by email, using the following email address: support@tempagogo.com.

v1.0.0 – 03/05/18

1. INTRODUCTION - RECRUITMENT AGENCIES TERMS AND CONDITIONS

1.1 In this Terms and Conditions document, the following terms are defined as:

(a) “Agency” – a recruitment agency;

(b) “Business” – a business seeking assistance of Agencies to fill a Job;

(c) “Candidate” – an individual registered at an Agency with a view to find a Job;

(d) “TempaGoGo” – TempaGoGo Ltd, a company registered in England and Wales under registration number 10876805 whose registered address is 24 Speldhurst Road London W4 1BU;

(e) “Job” – the details of a vacant position in respect of a temporary work placement that a Business wishes to fill;

(f) “Lead” – the details of a Job, offered to a specific Agency selected by a Business;

(g) “Submission” – the details of a particular Candidate that an Agency shares with a Business, to enable the Business to decide whether the Candidate would be suitable for their Job;

(h) “Booking” – the specific details of an agreement for an Agency to supply a Candidate to a Business. It may include the start and end date of the Job, and any monies to be paid. The Booking is a separate agreement between an Agency and a Business on the terms decided by those parties;

(i) “Timesheet” – the details of the time that a Candidate has worked in a particular period, usually but not necessarily a working week, when fulfilling a Booking for a Business;

(j) “Services” – the Services that TempaGoGo provides to Agencies, Businesses and Candidates as detailed in this Use Agreement;

(k) “Website” – TempaGoGo’s marketing Website (www.tempagogo.com) describing the Services;

(l) “Platform” – TempaGoGo’s online Platform (app.tempagogo.com), through which it delivers the Services.

1.2 In this Use Agreement,

(a) “we”, “us” and “our” refer to TempaGoGo Ltd. For more information about us, see Section 22 of this document;

(b) “you” and “your” refer to the Agency registered on the Platform in order to benefit from our Services. Please be aware that our Platform is for use or registration by those aged 16 years or older;

(c) reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted;

(d) words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and unincorporate; and (in each case) vice versa;

(e) any reference to a party to this Use Agreement includes a reference to his successors in title and permitted assigns;

(f) the headings to the clauses are for ease of reference only and shall not affect the interpretation or construction of this Use Agreement; and

(g) any formatting of the document is for legibility and shall not affect the interpretation or construction of this Use Agreement.

1.3 These Terms and Conditions together with TempaGoGo’s Privacy and Cookies Policy and Website Terms of Use (the “Use Agreement”) govern the use of the Platform by Agency.

1.4 This Use Agreement applies between the Agency (whether an individual or legal person) and TempaGoGo.

1.5 By registering and using the Platform, you have access to a number of the Services, as follows:

(a) receiving notification of Leads that match Job categories and geographic locations that you configure in the Platform;

(b) receiving specific information of the Leads, such as the Business’ details and Job description, in return for a specific monetary Lead fee;

(c) uploading and storing Candidate data for the sole purpose of submitting these Candidates’ details to Businesses;

(d) sending a Submission to a Business, in order for them to make a decision as to whether they would like to hire the Candidate to fulfil their Job;

(e) proposing, agreeing and maintaining Bookings with Businesses;

(f) collecting and downloading Timesheet data, either entered by yourself, a Candidate or a Business, and either authorised by yourself or a Business.

1.6 If you use our Platform in the course of a business, then by so doing you bind both i) yourself and ii) the person, company or other legal entity that operates that business to this Use Agreement. You agree to be bound by the Use Agreement current at the time you commence each instance of access or use. The Use Agreement may be updated or amended at any stage by TempaGoGo and covers all transactions finalised after that time.

1.7 The Services are available only to those carrying out a business or intending to make a supply in the course of their organisation’s activities. The Services are not available to those acting as consumers. Accordingly, by registering you are representing that you are not acting as a consumer.

1.8 By registering and using the Platform, you accept this Use Agreement in full; accordingly, if you disagree with these Terms and Conditions or any part of these Terms and Conditions, you must not use our Platform.

2. REGISTRATION

2.1 To be eligible for an Agency account, you must:

(a) be a recruitment agency business operating in accordance with regulatory laws for such businesses in England and Wales;

(b) complete and submit the account registration form on the Platform;

(c) click on the verification link in the email that the Platform will send to you and create a password;

(d) fill-in the account registration details about your organisation, on the Platform;

(e) be approved by a TempaGoGo team member following a non-automated verification and decision process;

(f) not be registered on the Platform as a Business.

2.2 An Agency must be registered on the Platform in order to use our Services.

2.3 Once registered, an Agency administrative user (the “Administrative User”) can create additional accounts for other users (the “Other User”) within their Agency, for which they need the new user’s email address. To finalise their registration, Other Users must click on the verification link in the email that the Platform will send to them and create a password.

2.4 You agree to TempaGoGo making reasonable enquiries to ensure identification. TempaGoGo may refuse registration at any time to an individual or an Agency at its reasonable discretion including but not limited to your Agency’s details failing to pass verification.

3. USER LOGIN DETAILS

3.1 If an Agency user registers for an account on the Platform, the user will be asked to choose an email address and password.

3.2 Registration is personal to the individual registering and may not be transferred whether temporarily or permanently to another individual representing the Agency. The Agency must ensure that all the information they supply to TempaGoGo through the Platform is true, accurate, current and non-misleading. An Agency user must not use their account or email address for or in connection with the impersonation of any person.

3.3 An Agency must provide identifiable individuals to register as authorised representatives of the Agency on the Platform, including an Administrative user. When using our Services, the Agency must ensure that the registered individual is authorised to bind the Agency in accordance with the level of operation of the registration. The Agency is also responsible for the actions of any person using the Services using such login credentials. TempaGoGo takes no responsibility for the Agency being unable to gain access to the Services in the event the information supplied to TempaGoGo is inaccurate.

3.4 You must keep your password confidential.

3.5 If we become aware, or suspect, that any unauthorised person has obtained or has attempted to obtain access to your account including the data stored thereunder, then we will suspend that user’s account and notify you.

3.6 If you become aware of or suspect any disclosure of your password or that any unauthorised person has obtained or has attempted to obtain access to your account including the data stored thereunder, you must notify us immediately using the contact details available in Section 22. You shall ensure that that user account is secured, either by resetting your own password in the Platform or, if you are an Administrative user, by deleting the Other Account user’s account to suspend their access to their account.

3.7 You are responsible for any activity on our Platform arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

4. OUR SERVICES

4.1 Subject to your registration and the other provisions of this Use Agreement, we shall provide you with the Services described in Section 1.5.

4.2 You may only use the Platform to receive Leads and are not obliged to use the Platform to upload or store Candidate data, send Submissions, establish Bookings or collect Timesheets.

4.3 In addition to these Services provided as part of the Use Agreement,

(a) we may offer you reasonable telephone and email support from time to time as well as tutorials on our Website, should you need support on how to use the Platform or information about our Services but we are under no obligation to do so; and

(b) we may supply information in the form of newsletters, blogs, e-books, events, personalised store templates or other. Such advice requires use of your Administrator User’s email address and other contact details as supplied by you. These communications may also extend to advice on the better use of existing or new features of our Services. Provision of such information is subject to disclaimers set out in our Website Terms of Use.

4.4 You acknowledge that:

(a) we do not confirm the identity of Businesses, check their credit worthiness or bona fides, or otherwise vet them. You are responsible for making such checks as you deem appropriate;

(b) we do not check, audit or monitor the information contained in the Leads;

(c) we do not provide a back-up service, and subject to Section 15, we will not be liable to you in respect of any loss or damage arising out of the loss or corruption of any digital information. You must keep a back-up copy of the information that you upload on our Platform or that you make available through our Platform;

(d) we are not involved in any transaction between a Business and an Agency in any way, save that we facilitate a marketplace for Businesses and Agencies and provide Services to both;

(e) we are not the agents for any Business or Agency,

and limit our liability in relation to the Services accordingly; furthermore we are not responsible for the enforcement of any contractual obligations arising out of a Booking and we will have no obligation to mediate between the parties to any such contract.

5. USE OF THE PLATFORM

5.1 You are granted a non-exclusive, non-assignable, worldwide, limited right to use the Platform as a service solely for your business operations.

5.2 You acknowledge that you have no licence to download the Platform and have the right to use the Platform only as part of our Services.

5.3 Use of the Platform is strictly in accordance with the procedures set out thereon including but not limited to the completion of placements conducted via the Platform. Failure to abide by any of the procedures laid down shall constitute breach of the Use Agreement.

5.4 In providing the Platform as we do, we in no way make any representations nor take on responsibility concerning any legal or regulatory requirements that you may be subject to and we do not accept liability for meeting your obligations in this regard.

5.5 We shall have the final choice of the manner in which any Leads will be generated, searched, displayed, accessed, downloaded, copied, and otherwise used in the Platform and we may modify Leads prior to your purchase for this reason.

5.6 It is for you to follow up the Leads that you accept. Leads and the information generating them are supplied by Businesses as third parties, and we make no representations as to the likely success or quality of the conversion of such Leads into Bookings.

5.7 We agree to use our reasonable endeavours to maintain the quality of the Leads using a rating system and operation of the Platform as is.

5.8 We give no guarantee of exclusivity in relation to the Leads supplied to you.

5.9 You shall have sole responsibility for the preparation, presentation and use of your data in and in conjunction with our Platform and we shall not be responsible for any fault or error in your use of your data in conjunction with our Services.

5.10 We reserve the right to virus-check any document stored and uploaded on the Platform and change their file titles but have no obligation to do so. Any file suspected to be infected will be deleted.

5.11 All calculations shown on the Platform are supplied as estimates based on the information supplied by you, Businesses and/or Candidates only.

5.12 The Platform is for the purpose of generating Leads to Agencies interested in placing Candidates with Businesses, and accordingly, Bookings resulting from such Leads are agreements between you and the Business direct under your Terms of Business, to which we are not a party. You must ensure for yourself that these Terms of Business are notified to Businesses, as we take no responsibility whatsoever for providing or enforcing such terms. You must also ensure that the Booking is concluded with the Business to your own satisfaction. You enter into separate agreements with TempaGoGo to supply the Services as described in Section 1.5 only.

5.13 You may use our Platform’s Timesheet downloading functionality to download, store data and print off and store reports for the purposes of a Booking concluded using the Platform only.

5.14 The accuracy of Timesheets submitted and authorised is dependent on third parties’ input of data (you, Business and/or Candidate) and accordingly is used at your own risk. We are not responsible for the proper data collection or invoicing of time as recorded on the Timesheets uploaded on our Platform.

5.15 You may not:

(a) make the programs or materials resulting from our Services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program licence or materials from the Services you have acquired in writing);

(b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of our Services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use our Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to TempaGoGo;

(c) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, software or TempaGoGo materials available, to any third party other than, as expressly permitted under the terms of the Use Agreement.

5.16 Notwithstanding any other limits on liability contained within this Use Agreement, our sole obligation to you concerns access to our Platform and does not extend to any other service, including, but not limited to advice or guidance on how to use our Platform, perform your business, financial management or performance of your business within lawful or regulatory frameworks applying to your business or other.

6. CANDIDATE DATA

6.1 You appoint TempaGoGo to host Candidate data for the purpose of promoting Candidates for placements, and the arranging and ongoing maintenance of placements.

6.2 When a Candidate is presented to a Business for a Job through a Submission, it is your responsibility to ensure that the Candidate Submission’s data on the Platform is kept up to date including but not limited to reclassifying Candidates to ‘Unavailable’ where the Candidate is no longer available to work.

6.3 It is your responsibility to ensure that any Candidate information is not:

(a) defamatory or offensive, untrue, racially offensive or an incitement to racial hatred or otherwise in breach of an individual’s right to privacy or human rights; or

(b) infringing the intellectual property rights of others; or

(c) otherwise illegal in the UK.

6.4 We reserve the right to delete any such material that in our reasonable view is potentially actionable in any jurisdiction and without giving rise to any claim by you against us for so doing.

6.5 Candidate Data should not contain certain data as described on the Platform such as National Insurance numbers, dates of birth, bank details. We reserve the right to check for the inclusion of such data and remove it.

6.6 It is for you to decide whether to anonymise Candidate Data or not. If you do not anonymise such data, that is at your own risk and in identifying the Candidate you represent that you have the Candidate’s permission so to do.

7. DATA PROTECTION COMPLIANCE

7.1 You shall adhere to Data Protection laws applicable in the United Kingdom and the European Union to reflect your role as a Data Controller for Candidate data.

7.2 You hereby authorise TempaGoGo to act as Data Processor for all purposes of your use of our Services, to process Candidates’ data for all purposes relating to provision of our Services, minding the confidentiality of Candidates.

7.3 Nothing within these terms relieves TempaGoGo of its own direct responsibilities and liabilities under applicable Data Protection laws.

7.4 You recognise that your own and your employees’ personal data is processed by TempaGoGo under our Privacy and Cookies Policy. That is distinct from our obligations acting as your Data Processor. In doing so, we:

(a) may process Candidate data uploaded by you also for any reason that it is obliged to do so by law including the order of any competent court, statutory, legal or regulatory obligation;

(b) may use a sub-data processor as we see fit and in accordance with Data Protection laws;

(c) shall process such data securely.

7.5 We shall:

(a) assist you in providing subject access request and any other assistance in Candidates’ exercise of their rights;

(b) assist you in meeting your Data Protection obligations including notification of data breaches;

(c) permit you to make audits and inspections, provide you with whatever information you need to ensure that we are both meeting our obligations under applicable Data Protection legislation. We shall tell you immediately if we are asked to do something infringing Data Protection laws of the United Kingdom or the European Union;

(d) delete or return all Candidates’ Data to you as requested at the end of the provision of the Services, except in the event that you use TempaGoGo to act as a store of archive or other material.

and we may charge you additional reasonable administration charges for any such processing.

7.6 You shall:

(a) provide up-to-date and compliant privacy policies and/or notifications to Candidates that their personal data is being used on the Platform to each of your Candidates at all times and in particular, you shall ensure that you have a legitimate basis for uploading Candidates’ data onto the Platform;

(b) maintain compliant systems and permit TempaGoGo to inspect such systems to satisfy us that your systems are compliant;

(c) obtain all Candidate data lawfully, fairly and transparently;

(d) ensure the secure handling of data when you are in actual control of processing it.

7.7 You hereby indemnify and hold harmless TempaGoGo for any loss or damages of any kind, whether direct or indirect, consequential, loss or profit, loss of reputation or any other in the event you breach applicable Data Protection laws.

8. RATINGS

8.1 We publish Businesses’ ratings on our Platform. These ratings are calculated using our own algorithm using company information and transactional data captured as Businesses use the Platform. It is not based on feedback. We reserve the right to modify the way ratings are calculated at any point in time.

8.2 Whilst we make every reasonable effort to ensure the quality of our ratings, you acknowledge that Businesses’ ratings published on our Platform may be out of date, partial, misleading and/or inaccurate.

8.3 Ratings relate to an organisation’s use of the Platform only. You should conduct your own research in respect of other parameters to your satisfaction before signing-off a Booking with a Business.

8.4 Subject to Section 15, we will not be liable to you for any loss or damage arising from any reliance you may place on any rating published on our Platform.

8.5 We also publish Agencies’ ratings on our Platform, at branch level, which we disclose to you and to Businesses as they select Agencies they want to work with when requesting a temporary Candidate on our Platform.

8.6 These Agencies’ Ratings are calculated based on company information and transactional data captured as Agencies use the Platform. We reserve the right to modify the way ratings are calculated at any point in time.

8.7 Whilst we make every reasonable effort to ensure the quality of our ratings, you acknowledge that Agencies’ ratings published on our Platform may be out of date, partial, misleading and/or inaccurate.

8.8 You agree to the publication of ratings relating to your business, on our Platform; and, subject to Section 15, you agree that you will not hold us liable in respect of any such ratings, or any loss or damage resulting from this rating.

8.9 TempaGoGo will not enter into any discussion or negotiation around its rating algorithm or application in any specific circumstances, but reserves the right to seek feedback and make improvements as it sees fit.

9. TERMINATION OF CONTRACT

9.1 You may terminate this contract to have access to the Platform at any time, subject to:

(a) you must give notice in writing to TempaGoGo using the contact details provided in Section 22 30 days in advance of your desired termination date;

(b) you are responsible for downloading any data from the system before the termination date.

On the termination your TempaGoGo account will be inaccessible. TempaGoGo may delete all related data, aside from where there is a regulatory reason to keep such data.

9.2 TempaGoGo may terminate this contract at any time without reason, subject to:

(a) TempaGoGo will give you 2 months written notice of its intention to terminate this contract;

(b) TempaGoGo will provide facilities to download your data in a suitable format.

9.3 Any outstanding fees at the point of suspension or termination, initiated by you or us, will still remain payable, under Section 12.

9.4 TempaGoGo reserves the right to immediately withdraw Services in response to a breach of contract as set out in Section 10.

10. BREACH OF CONTRACT

10.1 We reserve the right to suspend or terminate your account with immediate effect at our sole discretion in the following circumstances, but not limited to:

(a) breaching this Use Agreement;

(b) mis-representing your business as an Recruitment Agency, when it is not;

(c) operating a second TempaGoGo account as a Business;

(d) submitting fake Candidate profiles;

(e) submitting Candidates whose consent to be represented by you has not been formally agreed or has been withdrawn;

(f) any attempt to disrupt or undermine the security or operation of the Platform;

(g) any attempt to disrupt of undermine our business;

(h) uploading documents with viruses;

(i) attempting to probe the system in order to find information about other Agencies, other Agencies’ Candidates or Businesses;

(j) mis-using the data provided by the Platform, for example but not limited to: i) actively marketing to Businesses outside of the Leads provided, ii) operating a secondary business, outside of sourcing Candidates for Businesses’ Leads, such as sale of data, or establishing a competing proposition to TempaGoGo’s, iii) any illegal use of the data as per Section 5;

(k) persistent Businesses’ complaints to TempaGoGo about your conduct;

(l) Late payment of Lead fees.

10.2 Without prejudice to our other rights under this Use Agreement, if you breach this Use Agreement in any way, or if we reasonably suspect that you have breached these Terms and Conditions in any way, we may:

(a) send you one or more formal warnings;

(b) temporarily suspend your access to our Platform;

(c) permanently prohibit you from accessing our Platform;

(d) block computers using your IP address from accessing our Platform;

(e) commence legal action against you, whether for breach of contract or otherwise; and/or

(f) delete your account on our Platform.

at any time in our sole discretion.

10.3 We do not commit to entering in discussion before suspension or termination, but will inform you at the point of suspension or termination.

10.4 Suspension and termination will immediately prevent any of your users from accessing the Platform, sending new Submissions through the Platform, maintaining existing Bookings, or collecting Timesheet data mediated through the Platform. We reserve the right to re-instate or effectively terminate your contract at this point, at our sole discretion, depending on circumstances.

10.5 Any outstanding fees at the point of suspension or termination, initiated by you or us, will still remain payable, under Section 12.

10.6 If TempaGoGo determines that you have breached the Use Agreement, we reserve the right at our absolute discretion to investigate such breaches and issue an email notification to you for each breach. We may charge you, either directly or through your account, an administrative fee in respect of each such notification reflecting the time spent in investigating and notifying you of each breach. Whether such fee is charged or not, we also reserve the right to suspend or permanently deny you access to our Services.

10.7 Where we suspend or prohibit or block your access to our Platform or delete your account on our Platform, you must not take any action to circumvent such suspension or prohibition or blocking, including without limitation creating and/or using a different account.

10.8 You agree to defend, indemnify and hold harmless, TempaGoGo and/or its associates, subsidiaries, their officers, directors, employees, affiliates, licensees, business partners and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees resulting from any breach by you of the Use Agreement.

11. REPORT ABUSE

11.1 If you learn of any unlawful material or activity on our Platform, or any material or activity that breaches this Use Agreement, please let us know.

11.2 You can let us know about any such material or activity using the contact details provided in Section 22.

12. PLATFORM FEES AND PAYMENT TERMS

12.1 TempaGoGo will display a price for any Lead offered to you (the “Lead Fee”).

12.2 You are bound to pay the full Lead Fee as presented to you as soon as you accept a Lead offered to you.

12.3 The Lead Fee includes elements at our discretion. We may vary these elements from time to time, but this will not affect fees for Services that have been previously paid or invoiced to you.

12.4 All amounts payable in respect of our Services are stated exclusive of VAT and shall be paid by the Agency at the rate and in the manner for the time being prescribed by law unless otherwise stated.

12.5 We will invoice you at appropriate intervals. Our invoices will become due for payment upon 14 days following presentation to you.

12.6 We, at our sole discretion, may require payment of any charges to be either by invoice or immediate electronic payment in accordance with the operation of our Services.

12.7 We reserve the right to charge interest on late paid invoices at the rate of 3% above Lloyds Banking Group base lending rate under the Late Payment of Commercial Debts (Interest) Act 1998 or at 8% judgment interest whichever is the higher.

12.8 Any legal costs, expenses or charges incurred by us in recovering any outstanding payments shall be paid by the Agency on a full indemnity basis.

12.9 We will not refund the Lead Fee in the event the Lead does not convert into a placement or the Lead is cancelled by a Business.

12.10 We, in our absolute discretion, may direct, and you agree to such direction, that our fees can be invoiced and collected by an agent of TempaGoGo as if they are our fees and accordingly you agree that non-payment may be enforced either by us or by our agent.

12.11 You hereby give to TempaGoGo or our authorised third party payment provider a continuing authority to take payment of any fees, commission, Lead Fees, charges or costs payable from the credit or debit card or other payment method provided by you to, unless you provide a different acceptable payment method.

12.12 If you dispute any payment made to us, you must contact us immediately and provide full detail of your claim using the contact details provided in Section 22.

12.13 If you owe us any amount under or relating to this Use Agreement, we may suspend or withdraw the provision of Services to you.

13. DISPUTES

13.1 Disputes concerning the function of our Platform should be directed to us using the contact details provided in Section 22.

13.2 Disputes concerning the performance, attendance or payment of Candidates or your invoices to the Business are a matter between you and the Business, in line with Section 5.

14. LIMITED WARRANTIES

14.1 It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, Services and other information provided by the Business through the Platform. We accept no responsibility for checking or verifying the accuracy of material submitted on the Platform and you accept that TempaGoGo has no liability for the accuracy or otherwise of information provided by the Business. We give no warranty that the Services will meet your individual requirements.

14.2 We exclude all warranties as to fitness for purpose or suitability of the Platform for you.

15. EXCLUSIONS OF LIABILITY AND LIMITATION

15.1 We disclaim all liability whether arising in contract, tort (including negligence) or otherwise for any business loss resulting such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising out of your use of the Services.

15.2 We will not be liable to you in respect of any loss or corruption of any data, database or software.

15.3 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with our Platform or this Use Agreement (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

15.4 In any event (except in relation to death or personal injury for our negligence for which no injury applies), we limit our liability to i) the Lead Fee payable by the Agency on the Lead to which the loss was incurred, or ii) £100, whichever is the larger.

16. INDEMNITY

16.1 You shall indemnify and hold harmless TempaGoGo and its management in respect of any loss, cost, damage to persons or property, liability and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred as a result of you accessing, or directly or indirectly using the Platform, to the extent permitted by law.

17. DISCLAIMERS

17.1 We take all reasonable efforts for data back-up and business resumption procedures, however you are solely responsible for retaining back-up copies of all information submitted to the Platform.

17.2 We shall use our reasonable endeavours to arrange for continuous access to the Services but shall not be responsible for periods when servers are not functioning due to i) routine or necessary server and software maintenance and ii) technical errors where reasonable efforts are ongoing to repair such errors.

17.3 We make no representations whatsoever about the content or functioning of any other websites accessed via or referred to on our Platform, and whilst you may use links on our Platform to access other third party sites, the use of such links is entirely at your own risk.

17.4 TempaGoGo is an Internet Service Provider acting as a mere conduit for you to access Services available online. TempaGoGo does not and shall not act as an agent either expressly or impliedly on behalf of any other. You forming legal relationships with other businesses online do so entirely at your own risk.

17.5 TempaGoGo disclaims all liability for the acts or omissions of persons unlawfully accessing or using the Services or misusing the personal information of Agencies obtained through the Services whether such acts or omissions occur during use of the Services or otherwise.

18. THIRD PARTY RIGHTS

18.1 This Use Agreement is between you and TempaGoGo only and is not intended to confer any rights of any nature upon any other party.

19. SEVERABILITY AND NO WAIVER

19.1 If any provision of the Use Agreement or part thereof is held to be invalid or unenforceable by or under any law, rule, order or regulation of any competent authority or by the final adjudication of any court, such inconsistency, invalidity or un-enforceability shall not affect the enforceability of any other provision of the Use Agreement.

19.2 Our failure to exercise or enforce any right or provision of the Use Agreement shall not constitute a waiver of our right to enforce such right or provision subsequently.

20. ENTIRE AGREEMENT

20.1 The Use Agreement (but not including the headings therein) together with our Privacy and Cookies Policy and Website Terms of Use to which it refers constitute the entire agreement between TempaGoGo and you relating to the subject matter herein.

20.2 This Use Agreement shall supersede all previous agreements between you and us in relation to your use of our Platform.

21. LAW AND JURISDICTION

21.1 By accessing, registering and/or using the Platform, you agree that the laws prevailing in England shall be the governing laws in all matters relating to the interpretation of this Use Agreement and the courts of England alone shall have the exclusive jurisdiction to decide all matters relating to this Use Agreement, save that the parties shall prior to the commencement of any proceedings have recourse to non-binding mediation using a mediator mutually agreed by both parties.

22. OUR DETAILS

22.1 This Platform is owned and operated by TempaGoGo Ltd.

22.2 We are registered in England and Wales under registration number 10876805, and our registered office is at 24 Speldhurst Road London W4 1BU.

22.3 Our principal place of business is at 24 Speldhurst Road London W4 1BU.

22.4 Any notice or other communication including invoicing required or authorised by this Use Agreement to be given by either party to the other shall be given by sending it by e-mail or comparable means of communication. Any notice or other communication including invoicing sent by e-mail or comparable means of communication shall be deemed to have been duly given on the date of transmission. We shall send all such communications to the email address of your Administrative User as registered with us and you are responsible for ensuring that this address or another notified to, and acknowledged by, us remains operational during the course of this Use Agreement.

22.5 You can contact us:

(a) by post, using the postal address given above;

(b) using our Website contact form;

(c) by telephone, on the contact number published on our Website from time to time; or

(d) by email, using the following email address: support@tempagogo.com.

v1.0.0 – 03/05/18

1. INTRODUCTION - CANDIDATE TERMS AND CONDITIONS

1.1 In this Terms and Conditions document, the following terms are defined as:

(a) “Agency” – a recruitment agency;

(b) “Business” – a business seeking assistance of Agencies to fill a Job;

(c) “Candidate” – an individual registered at an Agency with a view to find a Job;

(d) “TempaGoGo” – TempaGoGo Ltd, a company registered in England and Wales under registration number 10876805 whose registered address is 24 Speldhurst Road London W4 1BU;

(e) “Job” – the details of a vacant position in respect of a temporary work placement that a Business wishes to fill;

(f) “Lead” – the details of a Job, offered to a specific Agency selected by a Business;

(g) “Submission” – the details of a particular Candidate that an Agency shares with a Business, to enable the Business to decide whether the Candidate would be suitable for their Job;

(h) “Booking” – the specific details of an agreement for an Agency to supply a Candidate to a Business. It may include the start and end date of the Job, and any monies to be paid. The Booking is a separate agreement between an Agency and a Business on the terms decided by those parties;

(i) “Timesheet” – the details of the time that a Candidate has worked in a particular period, usually but not necessarily a working week, when fulfilling a Booking for a Business;

(j) “Services” – the Services that TempaGoGo provides to Agencies, Businesses and Candidates as detailed in this Use Agreement;

(k) “Platform” – TempaGoGo’s online Platform (app.tempagogo.com), through which it delivers the Services.

1.2 In this Use Agreement,

(a) “we”, “us” and “our” refer to TempaGoGo Ltd. For more information about us, see Section 20 of this Agreement;

(b) “you” and “your” refer to the Candidate. Please be aware that our Platform is for use or registration by those aged 16 years or older;

(c) reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted;

(d) words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and unincorporate; and (in each case) vice versa;

(e) any reference to a party to this Use Agreement includes a reference to his successors in title and permitted assigns;

(f) the headings to the clauses are for ease of reference only and shall not affect the interpretation or construction of this Use Agreement; and

(g) any formatting of the document is for legibility and shall not affect the interpretation or construction of this Use Agreement.

1.3 These Terms and Conditions together with TempaGoGo’s Privacy and Cookies Policy and Website Terms of Use (the “Use Agreement”) govern the use of the Platform by Candidates.

1.4 This Use Agreement applies between the Candidate (whether an individual or legal person) and TempaGoGo.

1.5 By registering and using the Platform, you have access to a number of the Services, as follows:

(a) submitting Timesheet data, if required by the Agency or Business;

(b) receiving high-level details about your work placements, also called Bookings.

1.6 By registering and using the Platform, you accept this Use Agreement in full; accordingly, if you disagree with these Terms and Conditions or any part of these Terms and Conditions, you must not use our Platform.

2. REGISTRATION

2.1 You can’t apply independently to register on the Platform. You will need to be invited by an Agency, with whom you are registered. If you are registered with multiple Agencies who each invite you to TempaGoGo, you will have a single account through which to access all the Timesheets and Booking details provided by them.

2.2 You are not required to register with TempaGoGo for an account, unless:

(a) you are required by the Business and Agency to submit your Timesheets using the Platform; or

(b) you want to access high-level details about your work placements.

2.3 At any point, you can cancel a Platform connection with an Agency (the “Connection”). However, this would prevent you from submitting Timesheets and receiving the details about your Bookings. This would not delete any data Agencies might hold on you. For this, you need to contact the Agencies directly.

2.4 To be eligible for a Candidate account, you must:

(a) click on the verification link in the email that the Platform will send to you and create a password;

(b) not be registered on the Platform as an Agency or a Business.

2.5 You must be registered on the Platform in order to use our Services.

2.6 You agree to TempaGoGo making reasonable enquiries to ensure identification. TempaGoGo may refuse registration at any time to an individual at its reasonable discretion including but not limited to your details failing to pass verification.

3. USER LOGIN DETAILS

3.1 If you register for an account on the Platform, you will be asked to choose an email address and a password.

3.2 Registration is personal to the individual registering and may not be transferred whether temporarily or permanently to another individual. You must ensure that all the information you supply to TempaGoGo through the Platform is true, accurate, current and non-misleading. You must not use your account or email address for or in connection with the impersonation of any person.

3.3 We take no responsibility for you being unable to gain access to the Services in the event the information supplied to TempaGoGo is inaccurate.

3.4 You must keep your password confidential.

3.5 If we become aware, or suspect, that any unauthorised person has obtained or has attempted to obtain access to your account including the data stored thereunder, then we will suspend that user’s account and notify you.

3.6 If you become aware of or suspect any disclosure of your password or that any unauthorised person has obtained or has attempted to obtain access to your account including the data stored thereunder, you must notify us immediately using the contact details available in Section 20. You shall ensure that your user account is secured by changing your own password.

3.7 You are responsible for any activity on our Platform arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

4. OUR SERVICES

4.1 Subject to your registration and the other provisions of this Use Agreement, we shall provide you with the Services described in Section 1.5.

4.2 You acknowledge that:

(a) we are not responsible for checking, auditing or monitoring the information provided by the Agencies or the Businesses on the Platform, and it is for you to communicate with the Agency or Business to confirm such information;

(b) we do not provide a back-up service, and subject to Section 13, we will not be liable to you in respect of any loss or damage arising out of the loss or corruption of any digital information. You must keep a back-up copy of the information that you submit on our Platform or that is made available to you through our Platform;

(c) we are not involved in any transaction between a Business and an Agency in any way, save that we facilitate a marketplace for Businesses and Agencies and provide the Services to both;

(d) we are not the agents for any Business or Agency,

and accordingly we will not be liable to any person in relation to the Services; furthermore we are not responsible for the enforcement of any contractual obligations arising out of a Booking and we will have no obligation to mediate between the parties to any such contract.

4.3 The provisions of this Section 4 are subject to Section 13.

5. USE OF THE PLATFORM

5.1 You are granted a non-exclusive, non-assignable, worldwide, limited right to use the Platform as a service solely for your taking up the placement offered by the Business and Agency.

5.2 You acknowledge that you have no licence to download the Platform and have the right to use the Platform only as part of our Services.

5.3 Use of the Platform is strictly in accordance with the procedures set out thereon including but not limited to the taking up of placements conducted via the Platform. Failure to abide by any of the procedures laid down shall constitute breach of the Use Agreement, as per Section 8.

5.4 In providing the Platform as we do, we in no way make any representations nor take on responsibility concerning any legal or regulatory requirements that you may be subject to and we do not accept liability for meeting your obligations in this regard.

5.5 We exclude all warranties as to fitness for purpose or suitability of the Platform for your needs.

5.6 You shall have sole responsibility for the preparation, presentation and use of your data in and in conjunction with our Platform and we shall not be responsible for any fault or error in your use of your data in conjunction with our Services.

5.7 All calculations shown on the Platform are supplied as estimates based on the information supplied by you, Agencies and/or Businesses only. Any questions or concerns you have with regard to calculations should be directed to your Agency or Business.

5.8 The Platform is for the purpose of generating Leads to Agencies interested in placing Candidates with Businesses, and accordingly, Bookings resulting from such Leads are agreements between Business and Agency direct under the Agency’s Terms of Business, to which we are not a party. We take no responsibility whatsoever for providing or enforcing such terms. You enter into separate agreements with TempaGoGo to supply the Services as described in Section 1.5 only.

5.9 The accuracy of Timesheets submitted and authorised is dependent on third parties’ input of data (you, Agency, and/or Business) and accordingly is used at your own risk. We are not responsible for the proper data collection or invoicing of time as recorded on the Timesheets uploaded on our Platform.

5.10 You may not:

(a) make the programs or materials resulting from our Services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program licence or materials from the Services you have acquired in writing);

(b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of our Services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use our Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to TempaGoGo;

(c) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, software or TempaGoGo materials available, to any third party other than, as expressly permitted under the terms of the Use Agreement.

5.11 Notwithstanding any other limits on liability contained within this Use Agreement, our sole obligation to you concerns access to our Platform and does not extend to any other service, including, but not limited to advice or guidance on how to use our Platform, find work placements, your own performance, payroll issues, perform your business, financial management or performance of your business within lawful or regulatory frameworks applying to your business or other.

6. YOUR DATA

6.1 Agencies have uploaded details of your work history and personal information and combined it with details of your placement onto the Platform for which we act as Data Processor. Unless otherwise agreed with the Agency, you should treat this data as belonging to the Agency and / or the Business.

6.2 With respect to Timesheets completed through the Platform, and other communications or data uploaded relating to you, this is your personal data whether uploaded by you, the Agency or by the Business themselves. Accordingly, submission of this personal data is processing of that data for which your Business or Agency are responsible as Data Controller using TempaGoGo as Data Processor.

6.3 We have agreements with your Business and the Agency ensuring compliance with your rights to protect your personal data. You should review our Privacy Policy for more details.

6.4 The data you can upload is usually simple format time data, however, it is your responsibility to ensure that any information you upload is not:

(a) defamatory or offensive, untrue, racially offensive or an incitement to racial hatred or otherwise in breach of an individual’s right to privacy or human rights; or

(b) infringing the intellectual property rights of others; or

(c) otherwise illegal in the UK.

6.5 We reserve the right to delete any such material that in our reasonable view is potentially actionable in any jurisdiction and without giving rise to any claim by you against us for so doing.

7. TERMINATION OF CONTRACT

7.1 You may terminate this contract at any time, subject to:

(a) you must give notice in writing to TempaGoGo using the contact details provided in Section 20 30 days in advance of your desired termination date;

(b) you are responsible for downloading any data from the system before the termination date.

On the termination your TempaGoGo account will be unaccessible. TempaGoGo may delete all related data, aside from where there is a regulatory reason to keep.

7.2 TempaGoGo may terminate this contract at any time, subject to:

(a) TempaGoGo will give you 2 months written notice of its intention to terminate this contract;

(b) TempaGoGo will provide facilities to download your data in a suitable format.

7.3 TempaGoGo reserves the right to immediately withdraw Services in response to a breach of contract as set out in Section 8.

8. BREACH OF CONTRACT

8.1 We reserve the right to suspend or terminate your account at our sole discretion in the following circumstances, but not limited to:

(a) breaching this Use Agreement;

(b) operating a second TempaGoGo account as an Agency or Business;

(c) any attempt to disrupt or undermine the security or operation of the Platform;

(d) any attempt to disrupt of undermine our business;

(e) attempting to probe the system in order to find information about other Businesses, Agencies or Candidates;

(f) mis-using the data provided by the Platform, for example but not limited to: i) operating a secondary business, such as sale of data, or establishing a competing proposition to TempaGoGo’s, ii) any illegal use of the data as per Section 5;

(g) persistent Agencies’ or Businesses’ complaints to TempaGoGo about your conduct.

8.2 Without prejudice to our other rights under this Use Agreement, if you breach this Use Agreement in any way, or if we reasonably suspect that you have breached these Terms and Conditions in any way, we may:

(a) send you one or more formal warnings;

(b) temporarily suspend your access to our Platform;

(c) permanently prohibit you from accessing our Platform;

(d) block computers using your IP address from accessing our Platform;

(e) commence legal action against you, whether for breach of contract or otherwise; and/or

(f) delete your account on our Platform.

at any time in our sole discretion.

8.3 We do not commit to entering in discussion before suspension or termination, but will inform you at the point of suspension or termination.

8.4 Suspension and termination will immediately prevent any of you from accessing the Platform.

8.5 If TempaGoGo determines that you have breached the Use Agreement, we reserve the right at our absolute discretion to investigate such breaches and issue an email notification to you for each breach. We may charge you, either directly or through your account, an administrative fee in respect of each such notification reflecting the time spent in investigating and notifying you of each breach. Whether such fee is charged or not, we also reserve the right to suspend or permanently deny you access to our Services.

8.6 Where we suspend or prohibit or block your access to our Platform or delete your account on our Platform, you must not take any action to circumvent such suspension or prohibition or blocking, including without limitation creating and/or using a different account.

8.7 You agree to defend, indemnify and hold harmless, TempaGoGo and/or its associates, subsidiaries, their officers, directors, employees, affiliates, licensees, business partners and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees resulting from any breach by you of the Use Agreement.

9. REPORT ABUSE

9.1 If you learn of any unlawful material or activity on our Platform, or any material or activity that breaches this Use Agreement, please let us know.

9.2 You can let us know about any such material or activity using the contact details provided in Section 20.

10. CHARGES GENERALLY

10.1 TempaGoGo generates income through its charging of an Agency for the Leads. You are not charged for the use of our Services.

10.2 Nonetheless by your registration on the Platform, you have a contract with us concerning your use of our Services.

11. DISPUTES

11.1 Disputes concerning the function of our Platform should be directed to us using the contact details provided in Section 20.

11.2 Disputes concerning your work performance, attendance or payment issues with the Agencies or the Agencies’ invoices are a matter between you and the Agency and/or Business.

12. LIMITED WARRANTIES

12.1 It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, Services and other information provided on or through the Platform. We accept no responsibility for checking or verifying the accuracy of material submitted on the Platform and you accept that TempaGoGo has no liability for the accuracy or otherwise of information provided by the Agency. We give no warranty that the Services will meet your individual requirements.

12.2 We reserve the right to discontinue or alter any or all of our Services to you, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in this Use Agreement, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any our Services to you for whatever reason.

13. EXCLUSIONS OF LIABILITY AND LIMITATION

13.1 We disclaim all liability whether arising in contract, tort (including negligence) or otherwise for any business loss resulting such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising out of your use of the Services.

13.2 We will not be liable to you in respect of any loss or corruption of any data, database or software.

13.3 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with our Platform or this Use Agreement (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

13.4 In any event (except in relation to death or personal injury for our negligence for which no injury applies), we limit our liability to £100 per Timesheet submitted.

14. INDEMNITY

14.1 You shall indemnify and hold harmless TempaGoGo and its management in respect of any loss, cost, damage to persons or property, liability and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred as a result of you accessing, or directly or indirectly using the Platform, to the extent permitted by law.

15. DISCLAIMERS

15.1 We take all reasonable efforts for data back-up and business resumption procedures however you are solely responsible for retaining back-up copies of all information submitted to the Platform.

15.2 We shall use our reasonable endeavours to arrange for continuous access to the Services but shall not be responsible for periods when servers are not functioning due to i) routine or necessary server and software maintenance and ii) technical errors where reasonable efforts are ongoing to repair such errors.

15.3 We make no representations whatsoever about the content or functioning of any other Websites accessed via or referred to on our Platform, and whilst you may use links on our Platform to access other third party sites, the use of such links is entirely at your own risk.

15.4 TempaGoGo is an Internet Service Provider acting as a mere conduit for you to access Services available online. TempaGoGo does not and shall not act as an agent either expressly or impliedly on behalf of any other. You forming legal relationships with other businesses online do so entirely at your own risk.

15.5 TempaGoGo disclaims all liability for the acts or omissions of persons unlawfully accessing or using the Services or misusing the personal

information of Businesses obtained through the Services whether such acts or omissions occur during use of the Services or otherwise.

16. THIRD PARTY RIGHTS

16.1 This Use Agreement is between you and TempaGoGo only and is not intended to confer any rights of any nature upon any other party.

17. SEVERABILITY AND NO WAIVER

17.1 If any provision of the Use Agreement or part thereof is held to be invalid or unenforceable by or under any law, rule, order or regulation of any competent authority or by the final adjudication of any court, such inconsistency, invalidity or un-enforceability shall not affect the enforceability of any other provision of the Use Agreement.

17.2 Our failure to exercise or enforce any right or provision of the Use Agreement shall not constitute a waiver of our right to enforce such right or provision subsequently.

18. ENTIRE AGREEMENT

18.1 The Use Agreement (but not including the headings therein) together with our Privacy and Cookies Policy and Website Terms of Use to which it refers constitute the entire agreement between TempaGoGo and you relating to the subject matter herein.

18.2 This Use Agreement shall supersede all previous agreements between you and us in relation to your use of our Platform.

19. LAW AND JURISDICTION

19.1 By accessing, registering and/or using the Platform, you agree that the laws prevailing in England shall be the governing laws in all matters relating to the interpretation of this Use Agreement and the courts of England alone shall have the exclusive jurisdiction to decide all matters relating to this Use Agreement save that the parties shall prior to the commencement of any proceedings have recourse to non-binding mediation using a mediator mutually agreed by both parties.

20. OUR DETAILS

20.1 This Platform is owned and operated by TempaGoGo Ltd.

20.2 We are registered in England and Wales under registration number 10876805, and our registered office is at 24 Speldhurst Road London W4 1BU.

20.3 Our principal place of business is at 24 Speldhurst Road London W4 1BU.

20.4 Any notice or other communication required or authorised by this Use Agreement to be given by either party to the other shall be given by sending it by e-mail or comparable means of communication. Any notice or other communication sent by e-mail or comparable means of communication shall be deemed to have been duly given on the date of transmission. We shall send all such communications to the email address of your Administrative User as registered with us and you are responsible for ensuring that this address or another notified to, and acknowledged by, us remains operational during the course of this Use Agreement.

20.5 You can contact us:

(a) by post, using the postal address given above;

(b) using our Website contact form;

(c) by telephone, on the contact number published on our Website from time to time; or

(d) by email, using the following email address: support@tempagogo.com.

v1.0.0 – 03/05/18