Terms and Conditions for clinicians

Terms of Service for Candidates 
We are Nolea Technology Limited. ("Nolea", “we” or “us”). The following Terms of Service and any documents referred to below (all such terms and documents together referred to as the "Terms") govern the legal relationship between you and Nolea in relation to your use of our web application (accessible at the URL https://web.getnolea.com/) (the “Web App”)  and any updates to those. Our Web App allows Hirers (defined below) to find appropriate Candidates (defined below) for engagement opportunities in the health care sector. If you are under the age of 18 you must not register for or use our Services.

II. Acceptance of these Terms 
By clicking on the “I accept” button, you are deemed to have read and accepted these Terms prior to using the Web App as a registered user. 
II.II.You acknowledge and agree that these Terms apply from the date on which you click “I accept” button. Further you acknowledge and agree that the Terms apply to your use of our Web App and that the Terms form a legally binding contract between you and Nolea.
II.III. If you disagree with these Terms you must not click the “I accept” button.
II.IV.In order to use the Services (defined below) you must register as a Candidate and accept these Terms. We reserve the right to decline or cancel your registration at any time for any reason subject to clause 9 below.

III. Definitions
- Candidate: a clinician or other health care professional who is introduced through our Web App to Hirers for direct engagements. 
- Features:
the Web App features available from time to time that enable you to contact and to arrange interviews with Hirers, for Candidates to upload their time sheets/invoices direct to Hirers and to get paid by the Hirer directly through third party payment facilities (described below in these Terms) made available on our Web App. We reserve our right to amend, withdraw and add to our Features from time to time at our discretion. 
- Filtering System: a selection of questions and answers set by us for Hirers from time to time, which they complete when posting Vacancies. 
- Hirer:
a person or organisation who uses our Web App for the purposes of being introduced to Candidates for direct engagements in the health care sector. 
- Intellectual Property:
rights to inventions; copyright and related rights; trade marks, trade names, domain names, rights in get-up, goodwill and the right to sue for passing off; unfair competition rights; rights in designs; all rights whatsoever in computer programs, firmware, ‘apps’ and other computer software and data; database rights; and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and to be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- Introduction:
when a Candidate is introduced for the first time to a Hirer through our Web App  for the purposes of a filling a particular Vacancy. 
- Regulations:
The Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended).
- Reviews:
a review provided by either a Candidate or a Hirer about the other in respect of their dealings in connection with a Vacancy. The information to be included in a Review will be prompted by Nolea from time to time at its discretion.  
- Vacancy:
a job or position which Hirers are seeking to fill and which they post on our Web App. 
- Vulnerable Person
: means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen.
- Web App:
Nolea’s software platform and application, which can be accessed from the URL (https://web.getnolea.com/), which enables Hirers to find appropriate contractor Candidates for engagement opportunities in the health care sector and consisting of the domain name ‘https://web.getnolea.com/’ (and all other domain names from which the Web App can be accessed); the Features; the Filtering System; the content offered from and generated by the Web App (including all text, information, data, software, executable code, images, audio or video material in whatever medium or form); the Web App’s look and feel, graphic user interface and functionality; and, the software (including the algorithm/ machine learning toolkit) (in object code and source code format) that powers both the Web App and that is used to provide the content on it (including any error corrections, updates, upgrades, modifications and enhancements to it made by us).

IV. Interpretation 
The headings in these Terms are inserted for convenience only and shall not affect their construction.
IV.II. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
IV.III. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
IV.IV. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

V. Services
We provide a web application to help match you to suitable Vacancies and we provide any other services described on our site and/or the Web App for Candidates from time to time (the “Services”). For the purposes of the Regulations, we act as an employment agency to the extent that the Services are or continue to be relevant to the Regulations. We will notify you if our status as an employment agency changes. 
V.II. Our matching application referred to above is powered by an algorithm which uses the information provided by:
V.II.I. you when you create and maintain a Candidate profile; and 
V.II.II. information provided to us by Hirers. 

V.III. You must ensure that any information you provide to us is complete and accurate and you will keep us updated on any changes to such information. 
V.IV. We will seek from the Hirer and provide to you where possible the following information about a Vacancy:
V.IV.I company name, trading name and the nature of its business;
V.IV.II the intended start date and intended duration of the work;
V.IV.III the position and type of work the successful Candidate will be required to do;
V.IV.IV. the location at which the successful Candidate will work and the hours of work expected of them;
V.IV.V any relevant health and safety risks and what steps it has taken to prevent or control such risks;
V.IV.VI. the experience, training and qualifications and any authorisation which it considers are necessary, or which are required by law, or by any professional body which the Candidates must possess in order to do the work; 
V.IV.VII. any expenses payable by or to the successful Candidate;
V.IV.VIII. the minimum rate of pay and any other benefits to be offered and the intervals of payment; and
V.IV.IX. the notice period that the successful Candidate must give and receive for the Vacancy to be terminated.

V.V. Where it is considered that you will work with a Vulnerable Person when introduced to a Hirer, we will be required to request additional information from you, including but not limited to:
V.V.I. copies of any of your relevant qualifications or authorisations and we must offer to provide copies of those documents to the Hirer; and
V.V.II. two references from persons who are not your relatives and who have agreed that the reference provided may be disclosed to the Hirer, and we must offer to provide copies of those references to the Hirer,

and we must take all other reasonably practicable steps to confirm that you are suitable for the position concerned.

V.VI. To be clear, we do not give any guarantee and warranty about the integrity or accuracy of the information that Hirers supply to us and in any event we accept no responsibility or liability should any matched Hirers and/or Vacancies be unsuitable for you. Further, where we consider we must do so, we will ask the Hirer to confirm if they are required by law or any professional body to request a criminal records check for any Vacancy. If so, we will confirm that to you. However, for the avoidance of doubt, it is the Hirer’s decision whether it requires such a check and it is its responsibility to make such requests to the relevant body for such checks in accordance with relevant law. We do not make any such requests to any relevant body on our own behalf or on any Hirer’s behalf. 

V.VII. The Services are not exclusive and you are free to use the services of other employment agencies or businesses at any time. 

V.VIII. Should you successfully apply for a Vacancy, it is between you and the Hirer to agree what work is to be done and the relevant contractual terms. We play no part in that process and for the avoidance of doubt we are not responsible for payment to you for any such work whether directly or indirectly. The Hirer is solely responsible for making payment to you, on the terms you agree with the Hirer and for running any related compliance processes, such as under Chapter 10 of Part 2 of Income Tax Earnings and Pensions Act 2003 (also known as the “IR35 reforms”). We are not the fee-payer under the IR35 reforms nor a temporary work agency under the Agency Workers Regulations 2010. We do assist the Candidate and Hirer, however, with Features to help arrange payment from the Hirer to the Candidate by providing access to a third party payment provider, and which is currently Stripe (but you agree we may change provider at our sole discretion) (the “Payment Services Provider”). 

V.IX.The Payment Services Provider ensures that the Candidate receives their fee from the Hirer in a way which is compliant with the Regulations and Nolea never receives or holds any monies belonging to the Candidate. Further information about the payment flows from time to time through our Web App are set out on the Web App as applicable and which information is subject to change. In short for now, for the purposes of initial information on payment flows, it is intended that you will upload time sheets and invoices direct to the Hirer through the applicable Features available, and our Features will enable us to add our commission to your rate and invoice that separately to the Hirer. The Hirer then pays the total due as one payment through the Payment Services Provider facility on our Web App and which total the Payment Services Provider splits and sends the appropriate amount to each of you and Nolea. 

 By using the Services, you agree that any Hirers may contact you about any suitable Vacancies and that you are willing to work in such positions, subject to finalisation of the relevant terms between you and the Hirer. Therefore, you may use any of the Features in accordance with the Terms to deal with Hirers. Once a Hirer cancels a Vacancy on our Web App , you may not be able to use any of the Features in connection with such Vacancy and you hereby agree that we are not responsible in such case if you are then unable to communicate with the relevant Hirer. 

V.XII.Where it is confirmed to us that you have been successful in applying for a Vacancy and we then receive or obtain information within 3 months of the Introduction which indicates that you are or may not be suitable for that Vacancy, we may inform the Hirer of that without delay. We accept no responsibility for any loss that you may suffer should we have to comply with any relevant legal obligations. 

 If any Vacancy means that you would be provided with accommodation or provided with help with travel costs (such as travel cards, travel expenses or loans), then (i) the Hirer is responsible for providing any such lawful accommodation and/or travel costs assistance and (ii) it must notify to us that it will provide such accommodation and/or travel costs assistance so that we can provide relevant information to you. However, we accept no responsibility or liability where the Hirer fails in its obligations to us. 

V.XIV. If another employment agency or an employment business (as defined in the Regulations) uses the Services we will notify that to you and provide any other information to you if required to satisfy any of our legal obligations.

V.XV. As part of the effective provision of the Services and quality control purposes, you agree to provide Reviews and consent that Hirers will provide Reviews about you to us. You must not knowingly provide false, inaccurate or misleading information in respect of Reviews. Reviews will only be used by us to determine whether you and Hirers are appropriate users of the site. If we determine at our sole discretion that you are not an appropriate user we reserve the right to cancel your registration and remove you from our Web App, subject to clause 9 below. 

VI. Licence to use the Web App and Intellectual Property

VI.I. Our Intellectual Property: “Nolea Health” (word) and all other names, logos, icons and marks identifying us, the Web App and its services are our trade marks (see UK registered trade mark (UK00003813631). We own (or have a licence to use) all Intellectual Property subsisting in the Web App. By using the Web App under licence you do not acquire any Intellectual Property in our Web App and all right, title and interest to all such intellectual property remains with us or our licensor(s)(as the case may be)

VI.II. Licence: Provided that you have a valid account with us in respect of your access to and use of the Web App and in consideration of your agreement to be bound by these Terms, we grant you a single non-exclusive, non-transferable, revocable licence to use the Web App for your use under your account. You may not distribute, rent, lease, lend, sell, transfer or sublicense the Web App, nor copy, decompile, reverse-engineer, dissemble, attempt to derive the source code of, modify or create derivative works of the Web App except to the extent as may be permitted by the licensing terms of any open sourced components included in the Web App and to the extent that the foregoing restrictions are not prohibited by applicable law. You hereby grant to Nolea a non-exclusive, non-transferable, revocable licence to use your name and image identifying you for the proper provision of the Services. 

VII. Confidentiality You agree that during and after the termination of these Terms, you will not, without appropriate consent, use or disclose to any other person any of our information which is identified as confidential or which is confidential by nature. You hereby give consent to us to share with Hirers any information provided by you under these Terms or when using the Services when you create and maintain a profile and/or apply for a Vacancy. Further, you hereby provide consent to us to disclose, publicise, market or otherwise make use of for valid business reasons the fact that you use our services and details of any Vacancies you successfully apply for using the Services (Hirers will be required to provide a similar consent to the disclosure of such information). We can also use relevant information about your relationship with us for valid business, administration and investment reasons.  

VIII. Data Protection Nolea and any Hirer act as independent controllers in respect of your personal data. Your personal data shall be processed by Nolea in accordance with our relevant privacy notice available https://www.getnolea.com/privacy-policy. If you have any questions about how we process your personal data and our reasons and lawful bases for doing so, please contact our data protection Richie Dawes, Chief Executive Officer, Julia Katz Chief Operational Officer, at hello@getnolea.com. Please contact any relevant Hirer to obtain a copy of their privacy notice which applies to you. 

IX. Price and payment Until further notice, the Services are provided free of charge. However, we reserve our right to introduce lawful payment terms at our discretion subject to us giving you reasonable notice about such terms and the opportunity to cancel your registration with us before you incur any cost.

X. Status We are an employment agency but we are not an employment business. Nothing in the Terms shall render us as an employment business. We do not contract with you or Hirers directly in respect of any work that you may perform for Hirers. It is between you and the Hirer at your respective risk to contract with each other about any such work or services. We merely provide the Services. Further, nothing in this agreement shall render you as our employee, worker, agent or partner and you shall not be held out as such.

XI. Liability In addition to any other relevant provisions on the issue of liability in the Terms:
XI.I.To the maximum extent permitted by law, we accept no liability for any of the following:
XI.I.I. any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
XI.I.II. loss or corruption of any data, database or software; or
XI.I.III. any special, indirect or consequential loss or damage.

XI.II. Should you fail to satisfy any of your contractual or legal obligations to us or Hirers or any other relevant person or organisation as set out, mentioned or alluded to in the Terms, we accept no responsibility or liability for any such breaches by you or any relevant breaches by us as a result (including, without limitation, relating to the Regulations) and you hereby indemnify and keep indemnified us against any costs, penalties, damages, fines or other losses (including, without limitation, reasonable legal costs) suffered by us in connection with any such failure by you as above.

XII. Termination Either of us can terminate your registration of our Web App for any reason and without notice. We may also with for any reason and without notice; 
XII.I. remove any content you publish on the Web App;
XII.II. verify your information by requesting certain documents and refuse your requests to use the Web App if we believe there is reason to do so;
XII.III. Take any steps to terminate or suspend your use of the Web App if we believe you have failed to comply with any of the provisions of these Terms; and
XII.IV.if we decide to terminate, suspend or refuse to allow your use of the Web App, share or publish your name and email address and notify third parties.  

Thereafter, any continued use of our Web App as an unregistered user will continue to be subject to terms set out on the Web App. For the avoidance of doubt, any terms stated to survive the termination of these Terms and/or any indemnities given in the Terms will continue in full force and effect post termination of these Terms.

XIII. General 
You agree that we can and we reserve the right to amend, replace or add to the Terms at our sole discretion. 
XIII.II. Each of you and Nolea acknowledge that in entering into the Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Terms.
XIII.III.  We may defer the date for performance of the Services, or terminate these Terms, if we are prevented from, or delayed in, carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including strikes, lockouts or other industrial disputes, failure of a utility service or transport network, act of god, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, fire, flood, storm or default of suppliers or subcontractors. 
XIII.IV. Any failure by us to enforce at any particular time any one or more of these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently nor shall it prejudice our right to take action in respect of the same or any later breach.
XIII.V. No provision of these Terms shall be enforceable by any person who is not a party to it.
XIII.VI. If any of the provisions of the Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining provisions, which shall continue to be valid to the fullest extent permitted by applicable laws.
XIII.VII. These Terms shall be construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English courts. Your use of the Web App may also be subject to other mandatory local, state, national or international laws.
XIII.VIII. Where these Terms are also provided in a language other than English, whilst the translation is believed to be accurate, no warranty to that effect is given, and the English language version will prevail.

XIII.IX. Complaints and Disputes: Please contact us immediately using our contact details below if you: (a) have any questions, complaints, claims or concerns about content which appears in the Web App or in relation to us generally; or (b) believe that any act or omission by us or one of our other users of the Web App is in breach of applicable law. We will then consider your concerns and decide whether to take action and whether or not any other user has in our opinion, breached any of these Terms. We will endeavour to inform you of the outcome of any review within a reasonable time of receiving your complaint. 

Our contact details: Nolea Technology Ltd (Company number 13818251) is a company incorporated in England with its registered office at Flat 58 Coleby House, 2 Woodley Crescent, London, England, NW2 2DL. You can contact us by email at hello@getnolea.com