Table of Contents
1. Terms and Conditions
1.4 Upgig AB is a company registered in Sweden under company number 559215-2408. Our registered address is Nordenskiöldsgatan 24, 211 19 Malmö, Sweden.
2. Your use of the Website or App
2.1 You agree that you will not:
2.1.1 use the Website or App (or any part of the Website or App) to upload or transmit content that is illegal or to conduct illegal activities;
2.1.2 upload or transmit content to the Website or App (or any part of the Website or App) that does not meet the quality standards established by us;
2.1.3 upload or transmit content to the Website or App (or any part of the Website or App) that violates the fundamental rights of individuals, is discourteous, offensive or that does not meet our guidelines on what is appropriate;
2.1.4 use the Website or App (or any part of the Website or App) for any illegal purpose or in any way that may lead to the encouragement, procurement or carrying out of any criminal activity;
2.1.5 upload, transmit or otherwise disseminate through the Website or App (or any part of the Website or App) : (i) any computer viruses, macro viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer; (ii) any material which is defamatory, offensive, or of an obscene, vulgar, indecent or menacing character, or that may cause annoyance, inconvenience or needless anxiety, or have the effect of being harassing, threatening, abusive or hateful or that may otherwise degrade or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; or (iii) any material which is copyrighted (unless you are the copyright owner or have permission of the copyright owner to post it), or reveals trade secrets (unless you own them or have permission of the owner) or infringes on any other intellectual property rights of others or on the privacy or publicity rights of others;
2.1.6 use the Website or App (or any part of the Website or App) in a way that may cause it to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website or App is in any way impaired, including, without limitation, “overloading”, “flooding”, “spamming”, “mailbombing” or “crashing”;
2.1.7 send unsolicited e-mail, including promotions or advertising of products or services; or
2.1.8 access or attempt to access any part of the Website or App that you are not authorized to access and you will not penetrate or attempt to penetrate Website orApp security measures.
2.2 You agree that, in the event that you have any right, claim or action against any user of the Website or App arising out of that user's use of the Website or App, you will pursue such right, claim or action independently of, and without recourse to, us.
3. Electronic communications
3.1.1 suggestions and job alerts;
3.1.2 a newsletter with tips for finding employment, reports, trends, etc.;
3.1.3 commercial communications (for advertising, market research and with commercial prospects).
3.2 We provide mechanisms by which users of our Services who so request to enable or deny service of electronic communications, can simply and freely activate and deactivate them at the moment of registration. Users may also unsubscribe from the emails themselves at the bottom of the body of emails. To turn off notifications in the mobile application you can do this from the options of your own mobile device.
3.3 By completing and sending the electronic registration form you consent to us sending electronic communications related to the field of training and employment. Sending these commercial communications will be done, in any case, by us without advertising companies or beneficiaries of advertising actions having any access to individual’s personal data.
4. Intellectual Property Rights
4.1 You acknowledge and agree that all title, right and interest (including without limitation all copyright, trademarks and all other intellectual property rights) in all material or content supplied as part of the Website or App shall remain at all times vested in us or our licensors. You are permitted to use this material only as expressly authorized by us or our licensors.
4.2 You acknowledge and agree that the material and content contained in the Website or the App is made available for your personal, non-commercial use only and that you may download such material and content onto only one computer hard drive for such purpose. Any other use of the material and content of the Website or the App is strictly prohibited. You agree not to (and agree not to assist or facilitate any third party to) copy, save, modify, reproduce, transmit, publish, display, distribute or use for any purposes, whether commercial or non-commercial, the Website, the App or any software and information contained within the Website or the App without our permission, except to the extent necessarily required in order for you to display, use and navigate the Website or the App. You agree not to decompile, reverse engineer, disassemble, rent, lease, loan, sublicense, commercially exploit or create derivative works from the Website or the App.
4.3 By submitting information, text, photos, or other content to us via the Website or the App, you grant us a right to use such materials at our own discretion including, without limitation, to edit, copy, reproduce, disclose, post and remove such materials from the Website or the App.
4.4 The texts, designs, images, audio, databases, logos, structure, trademarks and other elements of the Website and App are protected by intellectual property rights and industrial rights of us and / or third party owners who have duly authorized their inclusion in the Website or App.
4.5 All intellectual property rights related to the Services and / or the Website and / or the App remain the property of us or our group companies or third parties who have licensed the use of such rights.
4.6 You may not reproduce, copy, modify, adapt, publish, transmit, distribute or otherwisecommercially exploit any material which is the subject of intellectual property rights related to the Services and / or the Website and / or the App.
5. Links to and from other websites
5.1 You may establish links to the Website or App from locations outside the Website or App provided: (a) where linking to the Website, you link only to the home page of theWebsite; (b) you do not remove or obscure, advertisements, the copyright notice or other notices on the Website or App; (c) you give us notice of such link by sending ane-mail message to us at firstname.lastname@example.org; (d) you do not link from a site or service that could be construed as distasteful or offensive or a site which infringes any third party intellectual property rights; and (e) you immediately stop providing links to the Website or App if notified by us to do so.
5.2 We may provide links to other websites or resources. You acknowledge and agree thatwe are not responsible for the availability of such external websites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content of such websites, including without limitation any advertising, products or other materials or services on or available from such websitesor resources, nor for any damage, loss or offence caused or alleged to be caused by, orin connection with, the use of or reliance on any such content, goods or services available on such external websites or resources.
5.3 You may not create a database in electronic or structured manual form by systematically and/or regularly downloading, caching, printing and storing any or all of the content on the Website or App (by spidering or otherwise) and you may not frame, harvest or scrape any of the content on the Website or App or otherwise access such content for similar purposes.
6. Warranties and Limitation on Liability
6.2 We do not accept any liability for damage to your computer system or loss of data that results from your use of the Website or App and we cannot guarantee that any files that you download are free from viruses, contamination or destructive features.
6.3 Whilst we will use reasonable endeavours to correct any errors or omissions as soon as practicable once they have been brought to our attention, we do not warrant that the information on the Website or App will be free from errors or omissions.
6.4 Whilst we will use reasonable endeavours to ensure a reasonable standard of integrityand reliability of the Website and App, we do not warrant that the Website or App willbe available uninterrupted and in a fully operating condition.
6.5 Access to the Website or App may be suspended temporarily and without notice in thecase of system failure, maintenance or repair or for reasons reasonably beyond our control.
6.6 The Website and App are provided on an “as is” and “as available” basis without any representation or endorsement and we make no warranties of any kind, whether express or implied, in relation to the Website or App, including but not limited to, implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security, accuracy, conditions of completeness, or any implied warranty arising from course of dealing or usage or trade.
6.7 We will co-operate with any competent law enforcement authorities or court order requesting or directing us to disclose information about you or your use of the Website or App. There may be other circumstances in which we may, in our reasonable discretion, disclose information about you or your use of the Website or App following a request to do so by legal counsel in good faith in relation to a disputewith you or a third party.
8. Security and Privacy
9. Upgig Platforms
9.1 We do not warrant that (i) the Website / App and / or Services will be available at all times, and that (ii) the Website / App will be free of errors, viruses and / or other harmful applications.
9.2 We try to ensure continuous availability of our Website and App and all Services, but accept no responsibility for the consequences of interruptions or delays, however caused.
6.3 We may alter the design and specification of the Website or App or the nature of the Services at any time.
9.4 We are in continuous evolution and are continuously developing new tools that add value to our users. We may withdraw or add available Services from time to time.
9.5 You recognize that technically it is not possible to reach a 100% performance and availability from the Website or App. However, we will endeavour to keep the Website and App available as constantly as possible but there for reasons such as maintenance, security or capacity and because of events over which we cannot influence (eg anomalies of public communication networks, power outages, etc.) briefanomalies or temporary suspension may occur interrupting access to the App, the Website or the Services.
11. Conflict of Terms
13. Governing Law and Jurisdiction
15.2 We treat any data collected by cookies as strictly confidential and we comply with all applicable laws with respect to our treatment and use of any such data.
15.3 We do not use "spamming " techniques and only processes the data that you transmit through the electronic forms on the Website or App.
What are cookies and how does Upgig use them?
15.7 We work with other website that also may store cookies in our users computers. These websites are Visual Website Optimizer, Facebook, Google Analytics.
16. Policy browser
16.1 Our platforms are compatible with previous, current and most recent of the mostpopular browsers versions and follow the HTML 4.01 (loose) and CSS 2.1 W3C standards. If your browser is not supported, you can access our website but you can have some display problems.
17. Your Registration and right to Cancel
17.1 If you are a candidate seeking to receive details of job vacancies through the App (a "Candidate") you will need to register and create an account in the App and update your profile ("Profile") in the App.
17.2 In order to register and set up your account you must create a password which, in order to prevent fraud, you must keep confidential. If you know or suspect that someone else knows your password you should notify us immediately. If we have reason to believe that there is likely to be a breach of security or misuse of the App, we may require you to change your password or we may suspend your account.
17.3 Once you have registered, you may update your contact details, remove your Profile from the App and unsubscribe from vacancy alerts by sending an mail to email@example.com.
17.4 You agree to ensure that your details provided on registration, and any information submitted through your account is true and not in any respect inaccurate misleading, deceptive or likely to mislead or deceive.
17.5 During any periods when you are unavailable to be put forward as a candidate for any job, you must make any content submitted to the App inactive in the app.
17.6 You agree to notify us immediately of any changes which are relevant to your registration by informing us through the App where possible or otherwise by emailing us at firstname.lastname@example.org
17.7 You can cancel your registration at any time by deleting your account by emailing us at email@example.com. This shall not affect your statutory rights.
18. Our Rights Following Registration
18.1 By providing us with your personal information on registration, you agree that we and our group companies can contact you by phone, email, chat or other appropriate means regarding your account.
18.2 By submitting any content to the App, you grant us and our group companies a royalty free, perpetual, irrevocable, sub-licensable, non-exclusive, right and license touse, reproduce, modify, publish, translate, transmit, communicate, display or create any derivative works from such content. Where such content includes your Profile this will only be in relation to your use of the Services and in accordance with any additional terms and conditions which expressly apply to such Services. We reserve the right to make inactive or delete at any time and without prior notice any content on the App. In the event that we make inactive or delete any of your content on the App we shall use reasonable endeavors, but are not obliged, to contact you in advance.
18.3 We reserve the right to remove any content (including without limitation any Profile or information relating to a job vacancy) which we deem to be inaccurate, misleading, deceptive, likely to mislead or deceive or of an unacceptable standard.
19. Available Services
19.1 As a Candidate you will have access to the following services:
19.1.1. free Candidate Registration to the App for introduction to companies;
19.1.2. services and management tools for the job search through the App;
19.1.3. to be searched (according to the level of privacy selected) by companies through the database of candidates registered with us or any of our group companies;
19.1.4. to be selected and proposed as an available candidate for specific positions posted on the App;
19.1.5. Employment Recommendations Service: automatic and free reception of offers from the App. We offer the possibility of being informed about job offers and employers that better meet your needs in an online environment, in an agile and free manner;
19.1.6. updated online notifications of promotions on the field of recruitment and training;
19.1.7. other services that we create and consider of interest to you as advice, training, professional networking, forums, access to third party services or those offered by other companies under our umbrella organization.
19.2. Where you are selected for specific positions posted on the App you will either be:
19.2.1. engaged by the potential employer to provide your services and the following will apply:
18.104.22.168. you will need to negotiate the terms of your engagement or employment with that employer, we will not be involved in the process;
22.214.171.124. you must advise us that you have accepted a position that you found via the App; and
126.96.36.199. you may be offered additional services to assist you with that arrangement and where additional services are made available, the specific terms relating to those services will also apply; or
19.2.2. engaged by any of the Upgig group staffing agencies (company defined in the app) ("SA") as temporary worker and your services will be supplied by SA to fulfil that position and in such circumstances you agree to be engaged by SA on the "Worker Engagement Terms" for that position.
20. Ratings & Reviews
20.1 Content Treatment
Upgig collects Ratings & Reviews of our candidates.We collect Ratings & Reviews based on a score for professional qualities of our candidates. We also collect a free comment about the professional performance. Upgig performs quality control over the information gathered, especially in thefree text fields, to ensure that the principle of data quality is observed and that they are not excessive or disproportionate considering the intended purpose. In addition, such control allows us to check that no specially protected candidate data is collected.
20.2 Source of data
Ratings & Reviews compiled by Upgig are facilitated by Upgig or our group companies or Clients. Contact details of these employers are provided by the candidate himself.The candidate guarantees that all information provided to Upgig and their opinions has their consent for distribution in our platform.
20.3 Purpose of data
The purpose of collecting data is the elaboration of the candidate’s professional profile. The data will not be used for any other purpose than the specified.
20.4 Data recipients
The recipients of the data will be Upgig’s Client users in whose offers the candidate has registered or that receive the candidate's profile as a suggestion by Upgig due to the fit with the required profile.
20.5 Candidate Rights
Candidates cannot withdraw themselves online content related to Ratings & Reviews. Therefore, in case you want to exercise their rights of access, rectification, cancellation and opposition, you can send directly an email to firstname.lastname@example.org.
Additional Business Terms
21. Your Registration and right to Cancel
21.1 If you are a business seeking to find candidates through the Website or App (or otherwise through services provided by us or one of our group companies) (a "Business") you will need to register and create an account of the Website or App or login to an account created by us, or otherwise as instructed by us or one of our groupcompanies.
21.2 In order to register and set up your account you must create a password which, in order to prevent fraud, you must keep confidential. If you know or suspect that someone else knows your password you should notify us immediately. If we have reason to believe that there is likely to be a breach of security or misuse of the Website or App, we may require you to change your password or we may suspend your account
21.3 Once you have registered and logged in, you may update your business details by accessing your account through the Website or the App.
21.4 You agree to ensure that your details provided on registration are true and not in any respect inaccurate misleading, deceptive or likely to mislead or deceive.
21.5 You agree to notify us immediately of any changes which are relevant to your registration by informing us through the Website or the App where possible or otherwise by emailing us at: email@example.com
21.6 You can cancel your registration at any time by deleting your account from the Website or the App or contact us via firstname.lastname@example.org. This shall not effect your statutory rights.
22. Your Obligations
22.1 You are solely responsible for the form, completeness and accuracy of any content submitted to the Website or App or to us.
22.2 You will only submit content that is true and not in any respect inaccurate misleading, deceptive or likely to mislead or deceive.
22.3 Any and all job advertisements that you submit shall relate to specific and genuine job opportunities that were available at the time of posting.
22.4 By submitting content, you permit any user of the Website or App to view, store and reproduce such content for personal use.
22.5 You will ensure that all content submitted by you complies with all applicable laws. You will also ensure that all content complies with the minimum requirements of labor laws.
23. Our Rights Following Registration
23.1 By providing us with information about your business on registration, you agree that we and our group companies can contact you by phone or email or other appropriate means regarding your account.
23.2 By submitting any content to the Website or App, you grant us and our group companies a royalty free, perpetual, irrevocable, sub-licensable, non-exclusive, right and license to use, reproduce, modify, publish, translate, transmit, communicate, display or create any derivative works from such content.
23.3 We reserve the right to remove any content (including without limitation any information relating to a job vacancy) which we deem to be inaccurate, misleading, deceptive, likely to mislead or deceive or of an unacceptable standard.
24. Available Services
24.1 As a Business you will be able to access to the following Services:
24.1.1 Post Jobs and Assignments;
24.1.2 Build up lists and pools of candidates;
24.1.3 Access to Candidates Profiles;
24.1.4 Communicate with Candidates;
24.1.5 Handle Time Reports and approvals;
24.2 As a Business we may also offer to you additional Services that are not immediately available to you on registration and for which you will need to apply and be granted access in order to use them. The availability of any additional Services will be at our discretion and may require additional approvals or verifications or conditions to be complied with before you are permitted to use them.
24.3 Where additional Services are made available, the specific terms relating to those Services will also apply.
24.5 Where any of the Upgig group staffing agencies (Staffing Agency’s is defined in app) ("SA") agrees with you to supply temporary workers to ful fil the available position the worker will be supplied by SA and the "Staffing Agency Terms for Clients" will apply.
25.1 You must pay us the applicable price for the Services provided to you.
25.2 Prices for any Services will be specified in the App or on the Website or agreed separately with you. All pricing is confidential and must not be disclosed by you to any other person.
25.3 We reserve the right to modify our prices at any time on our discretion. Advance notice will be given of any changes and no changes will be applied retroactively.
26.1 All prices exclude VAT.
26.2 All invoices must be paid in full by the payment terms specified in the relevant service terms. In case of any delay in payment, we may suspend any or all of the Services until payment is received.
26.3 Without prejudice to any other rights, we may charge interest for late payment of commercial debts in accordance with the applicable law.
27. Warranties, Representations and Indemnity
27.1.You represent and warrant to us that:
27.1.2 you have or will have obtained prior to transmission all necessary rights, consents, licences, clearances and waivers in relation to the content (including without limitation any video recordings and compositions contained inthe content) to enable us to publish the Content on the Website or the App and you shall be solely responsible for any and all payments due to third parties as a result of such publication;
27.1.3 no content will constitute an invitation or inducement to engage in investment activity;
28. Termination of contract
28.1 Where we agree to provide Services, such agreement will end on the date agreed with you.
28.2 You may terminate the agreement for us to provide Services:
28.2.1 at any time by notifying us through the App, the Website or in such other manner as we may specify, however:
188.8.131.52. no refunds for payments already made will be given and any outstanding amounts owed shall remain payable; and
184.108.40.206. any agreed discounts shall cease to apply;
28.2.2 if we breach the terms and conditions of our agreement to provide Services to you and such breach cannot be rectified within ten days of your notification to us of such breach;
28.2.3 if we become insolvent or go into liquidation.
28.3 We may terminate the agreement for us to provide Services if:
28.3.2 you become insolvent, cease to trade or go into liquidation; or
28.3.3 we cease to offer the relevant Services.
29. Limitation of Liability
29.2.We shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for:
29.2.1 any loss arising from or in connection with loss of revenues, profits, contracts, or business or failure to realize anticipated savings;
29.2.2 any loss of goodwill or reputation; or
28.3 We may terminate the agreement for us to provide Services if: 29.3.Nothing in this clause shall limit our liability for death or personal injury resulting from our negligence or for fraud.
29. Limitation of Liability
29.2.We shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for:
29.2.1 any loss arising from or in connection with loss of revenues, profits, contracts, or business or failure to realize anticipated savings;
29.2.2 any loss of goodwill or reputation; or
28.3 We may terminate the agreement for us to provide Services if: 29.3.Nothing in this clause shall limit our liability for death or personal injury resulting from our negligence or for fraud.
30. Publicity and job offers
30.1 You shall not without our prior consent claim any association with us or use our name, mark or logo or otherwise refer to us or our services or publish any informationin connection with any job advertisement which has been published or is scheduled for publication.
30.2 We shall provide the Services using information and criteria supplied by you. It is your responsibility to provide accurate and updated information.
30.3 Job offers will be visible for Candidates at most 24 hours after being received byour customer service team. We reserve the right to quarantine jobs for further review. In this case, if more than 24 hours delayed the publication, you may request relevant explanations.
31. Conditions for publishing a job
31.1 We wish to provide an excellent service to candidates registered on the App. In order to provide this service, we set several conditions in order to consider job offers published by Businesses as valid. You must comply with these conditions. Failure to follow these publication conditions may lead to the withdrawal of the affected supply and, ultimately, deletion of your profile.
31.2 The conditions relating to the publishing of job offers are:
31.2.1 we do not accept intermediaries in the field of HR or any company that is not ultimately responsible for hiring the candidate;
31.2.2 we do not accept companies that only pay the employee in the form of commissions;
31.2.3 we do not accept affiliate networks that seek to increase its user database;
31.2.4 we do not accept companies that require any initial investment or payment of any kind from the candidate;
31.2.5 we do not accept companies with multilevel sales schemes;
31.2.6 we do not accept companies whose job offers are not the real job being offered;
31.2.7 we do not accept companies whose commercial activity revolves around sex, tarot, gambling, personal relationships or weapons;
31.2.8 we do not accept companies without valid tax ID.
31.3 The conditions relating to the content of job offers are:
31.3.1 no duplicate job offers are accepted. It is considered that a job offer is a duplicate when salary, location and position coincide;
31.3.2 if you have several vacancies for the same position and location, you must publish a unique offer, electing all candidates required between applications received on the same offer;
31.3.3 if the job offers are duplicated repeatedly, Upgig has the right to close the account;
31.3.4 the description of the offer must be clear and must be descriptive. It is recommended to include at least:
220.127.116.11 a brief introduction to your business activities;
18.104.22.168 functions or responsibilities of the position;
22.214.171.124 candidate requirements;
126.96.36.199 working hours and other conditions;
31.3.5 the description of the offer should not include contact details such as address, email or phone number. If you repeatedly violate this rule we have the right to close your account;
31.3.6 the title of job offers must be short, clear and must be an honest portrayal of the job itself. It should not include words like "Urgent", "Wanted", "Job Vacancy", etc. or data such as salary or location (to be included in the description of the offer, not the title) not to influence our algorithm;
31.3.7 you are not allowed to publish more than 10 job offers in the same location as it damages the user experience and impacts the quality of the applications.
31.4 The conditions relating to the interaction with candidates are:
31.4.1 Businesses should actively review all their job offers, checking, sorting and contacting candidates who have applied and are of interest. By "actively" we consider: 1) viewing the full profile of candidates that have applied to the offer, 2) process candidates, 3) getting in touch with candidates through our messaging system;
31.4.2 if there has been no activity within 72 hours from time of publication of the job, we may analyze the reasons for such inactivity to assess the possibility of closing the account. If this inactivity is repeated in a second process, we will close the account;
31.4.3 it is recommended that Businesses maintain conversation via our messaging system with interested candidates. These conversations can in no case motivate the candidate to continue the recruitment or engagement process other than through us;
31.4.4 you cannot send links to candidates to run on a different website, mobile application or any platform other than our Website or App. If this happens repeatedly, we will close your account; and
31.4.5 you must maintain polite and proper contact with candidates, never using offensive or inappropriate language.
32. Answer to job offers
32.2 We do not guarantee any response to the job offers posted on the App or that the answers given by the candidates are from people qualified for the position advertised. You are responsible for carrying out all the controls and procedures necessary to ensure that candidates are suitable for the job advertised and that candidates have the required qualifications and personal characteristics that fit the description provided.
33. Content and links
33.1 We reserve the right to edit the content of any job offers posted by you in the event that these contain contact details such as physical addresses, email addresses or phone numbers that encourage candidates to continue interaction regarding the relevant job offer other via the Website, the App or otherwise through us. We also have the right to edit job titles when it is considered that it may improve the recommendations or algorithm performance. We may also change any field which you have incorrectly completed.
33.2 We may withdraw any job that contains links to a web page that, in our opinion, is unlawful, defamatory, offensive, fraudulent, violent, discriminatory, obscene or sexually explicit or that may affect our reputation. You will indemnify us from and against any claim or liability caused by the content of job offers or any links published as part of any job offer.
33.3 We do not own or endorse the photographic content that users of our Website or App post on our platforms. As a user of our Website or App, you are solely responsible for any photographic content you submit. When uploading photos, videos, you grant us a non-exclusive right and license to use, copy, re-use and distribute those at our discretion.
34.1 You agree to maintain strict confidentiality of any data or information provided by us to you, to which you have access and / or which comes to light as a result of your use of the Website, the App or our Services, including all information relating to technical expertise, know-how, methodologies, products, services, customers or our business activities and you will not allow such information to be transferred or made accessible to third parties without our express authorization ("Confidential Information").
34.2 You shall not use any Confidential Information except in connection with the performance of the Services provided to you by us, or make any announcement relating to our provision of any Services to you, without our prior written approval.
34.3 This obligation of confidentiality will be extended to your staff and / or any other person involved in your receipt of the Services. 34.4.The confidentiality obligations set out in this clause shall remain in force during the term of this agreement, and subsist indefinitely.
35. Data Protection
35.1 We declare that the personal data that will yield under this agreement has been obtained under the provisions contained in the legislation on the subject (GDPR), making the holders of such data the due warnings, both on the recipient of this assignment as on the purpose for which data is delivered.
35.2 You shall be solely responsible for your compliance with the obligations regarding data protection.
36.1 The content, layout, usability and format of the Website and App may vary solely and exclusively at our discretion.
36.2 We do not guarantee that a chargeable Service will remain chargeable or that a free-of-charge Service will remain free-of-charge.
36.4 We reserve the right to reclassify your search for the publication of vacancies in our database, if we believe that it is not formulated efficiently. We also reserve the right to temporarily or permanently remove any content that, in our opinion, is considered an unsatisfactory standard for whatever reason.
36.5 We reserve the right, at our sole discretion, use all our legal remedies, including but not limited to, the removal of any content from our Website or App and immediately terminate your registration with or without the ability to access the Website or App and / or any other service provided by us, including any gaps in our terms or if we are unable to verify or authenticate content sent to our Website or App or otherwise provided to us
36.6 We will use reasonable endeavors to publish all content submitted by you to us on the required date and relevant order but we do not accept any responsibility for any error or delay in publication or rejection of publication of content, for whatever reason.
36.7 We are not responsible for the publication, change, deletion, delay in publication or deletion of any content required by any competent authority with jurisdiction and responsibility for regulations on electronic and online advertising on the Internet (including without limitation the authority of Advertising Standards or other body that replaces it).
36.8 We are not responsible for the accuracy or reliability of the information contained in the profiles of our database.
36.9 Save unless otherwise stated in writing and agreed with us, no protection or assurances against proximity to competitors on the Website or App is given by us.
Worker Engagement Terms
The following terms and conditions (the "Worker Engagement Terms") apply between any of the Upgig group staffing agencies (company defined in app) ("SA") and a Temporary Worker (as defined below) to any introduction or supply by SA of such Temporary Worker to a person, firm, partnership, company or Group company (as the case may be) ("Client") for the provision of services by such Temporary Worker for the Client.
1. The Agreement
1.2 No contract shall exist between SA and the Temporary Worker between Assignments. For the avoidance of doubt, these Worker Engagement Terms constitute a contract for services and not a contract of employment between SA and the Temporary Worker or the Temporary Worker and the Client.
2. Provision of Information
2.1 As a condition of using the services provided through the App, the Temporary Worker shall provide SA with copies of all relevant qualifications, together with such other information regarding the Temporary Worker as SA may reasonably request. The Temporary Worker shall notify SA in the event that such qualifications require updating.
2.2 The Temporary Worker is solely responsible for the form, content and accuracy of any content (including without limitation any information relating to the experience and qualifications of the Temporary Worker) submitted by such Temporary Worker to the App. The Temporary Worker will ensure that all information it submits to the App is true and not in any respect inaccurate misleading, deceptive or likely to mislead or deceive.
2.3 The Temporary Worker will make any content submitted to the App inactive by any time when such Temporary Worker is unavailable to be put forward as a candidate for any Assignment. 4.
2.4 For the purpose of this clause 2, any information or submitted via a Temporary Worker's registered account shall be deemed to be submitted by such Temporary Worker.
3. The App
3.1 The Temporary Worker consents to inclusion of their details on the App so thatClients can consider the Temporary Worker for a particular Assignment.
3.2 Clients may contact the Temporary Worker through the App with a view to offering the Temporary Worker an Assignment. The Client shall notify the Temporary Worker with the following information through the App:
3.2.1 the identity of the Client, and if applicable the nature of its business;
3.2.2 the date the Assignment is to commence and the duration or likely duration of the Assignment;
3.2.3 the position which the Client seeks to fill, including the type of work the Temporary Worker in that position would be required to do, the location at which, and the hours during which, the Temporary Worker would be required to work;
3.2.4 the Rate of Pay and any expenses payable by or to the Temporary Worker;
3.2.5 any risks to health and safety known to the Client in relation to the Assignment and the steps the Client has taken to prevent or control such risks; and 6.if applicable the experience, training, qualifications and any authorization which the Client considers are necessary or which are required by law or a professional body for the Temporary Worker to possess in order to work in the Assignment.
3.3 The Client is not obliged to offer an Assignment to the Temporary Worker and the Temporary Worker is not be obliged to accept any Assignment advertised by the Client on the App.
3.4 The Temporary Worker acknowledges that the nature of temporary work means that there may be periods when no suitable work is available. The Temporary Worker agrees that suitability of an Assignment shall be determined by the Client and that SA shall incur no liability to the Temporary Worker should it fail to offer Assignments.
4. Temporary worker's obligations
4.1 The Temporary Worker is not obliged to accept any Assignment offered by a Client. However, if the Temporary Worker does accept an Assignment, the Temporary Worker shall:
4.1.1 co-operate with the Client's reasonable instructions and accept the direction, supervision and control of any responsible person in the Client's organisation.
4.1.2 observe any relevant rules and regulations of the Client's organization (including normal hours of work) of which the Temporary Worker has been informed or of which the Temporary Worker should be reasonably aware.
4.1.3 co-operate with SA in the completion and renewal of all mandatory checks, including in relation to the Temporary Worker's right to work in the country where job will be done.
4.1.4 take all reasonable steps to safeguard their own health and safety and that of any other person who may be present or be affected by their actions on the Assignment and comply with the health and safety policies of the Client.
4.1.5 not engage in any conduct detrimental to the interests of SA or the Client.
4.1.6 comply with all relevant statutes, laws, regulations and codes of practice from time to time in force in the performance of the Assignment and applicable to the Client's business, including without limitation, any equal opportunities or non-harassment policies.
188.8.131.52 not possess, sell, receive, or operate under the influence of any drugs or alcohol while performing any SA engagements.
4.2 If the Temporary Worker is unable for any reason to attend work during the course of an Assignment, they should first inform SA as soon as reasonably practicable and, in any event, at least 24 hours before their normal start time to enable alternative arrangements to be made. If this is not possible, the Temporary Worker should inform the Client and then SA as soon as possible in the circumstances.
5.1 SA shall pay the Rate of Pay to the Temporary Worker.
5.2 Save in respect of holiday pay (see paragraph 8 below), the Temporary Worker is not entitled to receive payment from SA or the Client for time not spent working on the Assignment.
6. Time reports
6.1 At the end of each Assignment the Client shall deliver to SA a completed time sheet indicating the number of hours worked during the preceding Assignment. The Temporary Worker shall receive a copy of the time sheet provided by the Client to SA.
6.2 In the event that the Temporary Worker disputes the Client's timesheet the matter shall be escalated to SA disputes procedure under the App.
7. Working Time and Annual leave
7.1 The Temporary Worker hereby agrees that the maximum weekly working time as set out in country regulation shall not apply in relation to the services provided under these Worker Engagement Terms and this condition shall apply indefinitely subject to the Temporary Worker's right to withdraw such agreement to the exclusion of the maximum weekly working time on providing three months' written notice.
7.2 The Temporary Worker shall receive a payment including holiday pay on a monthly basis at the same time as the Rate of Pay. The Temporary Worker shall accrue holiday of the hours worked under each Assignment and no holiday will accrue between Assignments. The Temporary Worker is required to take, and shall be deemed to have taken, such accrued holiday.
8.1 SA, the Client or the Temporary Worker may terminate the Assignment at any time without prior notice or liability.
8.2 The Temporary Worker acknowledges that the continuation of an Assignment is subject to and dependent on the continuation of the agreement entered into between SA and the Client. If that agreement is terminated for any reason, the Assignment shall cease with immediate effect without liability to the Temporary Worker, except for payment for work done up to the date of termination of the Assignment.
8.3 Unless exceptional circumstances apply, the Temporary Worker's failure to inform the Client or SA of their inability to attend work as required by clause 4.2 will be treated as termination of the Assignment by the Temporary Worker.
9. Intellectual property rights
The Temporary Worker acknowledges that all Intellectual Property Rights deriving from services carried out by the Temporary Worker for the Client during the Assignment shall belong to the Client. Accordingly, the Temporary Worker shall execute all such documents and do all such acts as the Client shall from time to time require in order to give effect to the Client's rights pursuant to this clause.
10.1 In order to protect the confidentiality and trade secrets of SA and the Client, the Temporary Worker agrees not at any time.
10.1.1 whether during or after an Assignment (unless expressly so authorised by the Client or SA as a necessary part of the performance of their duties), to disclose to any person or to make use of any of the trade secrets or the Confidential Information of the Client or SA; or
10.1.2 to make any copy, abstract or summary of the whole or any part of any document or other material belonging to the Client or SA except when required to do so in the course of the Temporary Worker's duties under an Assignment, in which circumstances such copy abstract or summary would belong to the Client or SA, as appropriate.
2. At the end of each Assignment or on request the Temporary Worker agrees to deliver up to the Client or SA (as directed) all documents (including copies), ID cards, swipe cards, equipment, passwords, pass codes and other materials belonging to the Client which are in its possession, including any data produced, maintained or stored on the Client's computer systems or other electronic equipment.
11. Data protection
11.1 The Temporary Worker consents to SA and the Client holding and processing data relating to them for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data.
11.2 The Temporary Worker consents to SA and the Client making such information available to the Client, other Group companies, those who provide products or services to SA (such as advisers), regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of SA or other Group companies or any part of its business.
12. Warranties and indemnities
12.1 The Temporary Worker warrants that:
12.1.1 the information supplied to SA in the App and any application documents is correct;
12.1.2 the Temporary Worker has the experience, training, qualifications and any authorization which the Client considers are necessary or which are required by law or by any professional body for the Temporary Worker to possess in order to perform the Assignment;
12.1.3 the Temporary Worker has valid and subsisting leave to enter and remain in the country for the Assignment and for the duration of these Worker Engagement Terms and is not (in relation to such leave) subject to any conditions which may preclude or have an adverse effect on the Assignment.
12.2 The Temporary Worker shall indemnify and keep indemnified SA and the Client against all Demands (including legal and other professional fees and expenses) which SA or the Client may suffer, sustain, incur, pay or be put to arising from or in connection with:
12.2.1 any failure by the Temporary Worker to comply with its obligations under these Worker Engagement Terms;
12.2.2 any negligent or fraudulent act or omission by the Temporary Worker;
12.2.3 the disclosure by the Temporary Worker of any Confidential Information;
12.2.4 any employment-related claim brought by the Temporary Worker in connection with the Assignment; or
12.2.5 the infringement by the Temporary Worker of the Client's or any Group Company's Intellectual Property Rights.
13. Governing law
13.1 These Worker Engagement Terms, the jurisdiction clause contained in them and all non-contractual obligations arising in any way whatsoever out of or in connection with these Worker Engagement Terms, are governed by, construed and take effect in accordance with the law of the country where job is done.
13.2 The courts of the country where the job is done have exclusive jurisdiction to settle any claim or dispute which may arise out of or in connection with these Worker Engagement Terms.
In these Worker Engagement Terms the following expressions have the following meanings:
- "App" means the mobile application developed and owned by SA or any Group company of SA to facilitate the supply of Temporary Workers to Clients;
- "Assignment" means the temporary services to be carried out by the Temporary Worker for the Client, as more particularly advertised on the App from time to time;
- "Confidential Information" information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Client, Upgig or any Group company for the time being confidential to the Client, SA or any Group company and trade secrets including, without limitation, technical data and know-how relating to the business of the Client or SA or of any Group company or any of its or their suppliers, customers, agents, distributors, shareholders, management or business contacts, and including (but not limited to) information that the Temporary Worker creates, develops, receives or obtains in connection with the Assignment, whether or not such information (if in anything other than oral form) is marked confidential;
- "Demand" means any action, award, claim or other legal recourse, complaint, cost, debt, demand, expense, fine, liability, loss, outgoing, penalty or proceeding;
- "Group" means in relation to a company, that company, each and any subsidiary or holding company of that company and each and any subsidiary of a holding company of that company;
- "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
- "Rate of Pay" means the rate of pay that will be paid to the Temporary Worker. Such rate will be paid for each hour worked during an Assignment monthly in arrears, subject to any deductions that SA is required to make by law and to any deductions which the Temporary Worker has specifically agreed can be made;
- "Temporary Worker" means the individual who is introduced and/or supplied by SA to provide services to a Client.
Staffing Agency Terms for Clients
The following terms and conditions (the "Staffing Agency Terms") apply between any of the Upgig group staffing agencies (staffing agency for Assignment is defined in app) ("SA") and a person, firm, partnership, or company (as the case may be) ("Client") to any introduction or supply of a temporary worker by SA to the Client for the provision of services by such temporary worker for the Client (the "Staffing Services").
1. Staffing Services
1.1 These Staffing Agency Terms govern the Client's use of the Staffing Services and will apply whenever the Client requests the supply of a temporary worker to perform temporary services for it (an "Assignment").
1.2 SA acts as an employment business with respect to its provision of the Staffing Services pursuant to this Contract. The SA shall further have the employer liability for the Temporary Workers supplied to the Client, in accordance with Regulatory Requirements, which means that the Client is fully responsible for paying SA for the temporary workers salary, social security, sick pay, holiday pay, occupational injury insurance and pensions according to collective, country laws where temporary worker is working and employed.
1.3 These Staffing Agency Terms will apply where SA is willing to provide Staffing Services to the Client.
2. Requesting the supply of a temporary worker
2.1 The duration of an Assignment must be specified by the Client as part of the search criteria to identify suitable candidates through the App, and may be from as little as a few hours to several months but must always be temporary. A request to extent the duration of an Assignment can be made by the Client but SA does not guarantee that the same temporary worker will be available or can be supplied to perform the Assignment for the extended duration.
2.2 To make a request for a temporary worker to be supplied for an Assignment, the Client must provide the following information:
2.2.1 the type of work that the temporary worker would be required to do;
2.2.2 the location of the work;
2.2.3 the start date of the Assignment and expected duration;
2.2.4 the experience, training, qualifications and any specific authorisations which the Client expect the temporary worker to have, or which may be legally required;
2.2.5 the rate of pay, expenses and any other benefits offered by the Client to the temporary worker for the Assignment;
2.2.6 any health and safety risks which the temporary worker may be exposed to in performing the work during the Assignment and what procedures the Client have in place to manage those risks;
2.2.7 whether the Assignment will involve the temporary worker caring for or attending, or working with a vulnerable person (a "vulnerable person" being 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); and
2.2.8 such additional information as SA may reasonably require in order to comply with its legal obligations.
2.3 Wherever possible, all the required information must be supplied by the Client via the App or such manner as SA may specify. SA is not obliged to provide the Staffing Services until all information required for the relevant Assignment has been provided.
2.4 SA gives no guarantee that any temporary workers suitable for the Assignment the Client wishes to fill will be available. Neither does SA give any commitment or guarantee that any specific individuals will be available as candidates for any one Assignment.
3. Verification of temporary workers
3.1 For any suitable temporary workers that are available to be supplied for the Assignment, SA will verify: the identity of such temporary workers; that each is entitled to work in the country; and that Temporary Worker has been educated by Client and has been able to do all training to ful fil the requirements which the Client has notified to SA.
3.2 In addition to the verification checks at clause 3.1 above:
3.2.1 if the law or a professional body requires the person performing the Assignment to have particular qualifications or authorisations SA will, in respect of any temporary worker introduced by SA to the Client for that work, take all reasonably practicable steps to obtain and provide to the Client copies of such temporary worker's required qualifications or authorisations; and
3.2.1 if the Assignment involves caring for or attending, or working with, a vulnerable person, SA will, in respect of any temporary worker introduced by SA to the Client for that work, take all reasonably practicable steps to obtain and provide to the Client copies of any relevant qualifications or authorisations, and two references from persons who are not relatives of the temporary worker.
3.3 All information which SA is required to give to the Client with respect to any temporary worker will be made available by SA to the Client via the App or through such other method as SA may specify. Where information is provided electronically, SA will not be required to provide such information in paper form.
3.4 If any suitable temporary workers are identified following the submission of a request by the Client for the supply of a temporary worker, the Client will have the opportunity to contact the candidates directly (including via the App) in order to explore their experience in more detail.
3.5 To book and accept a temporary worker for an Assignment, the Client must confirm the supply of that temporary worker through the Assignment function of the Platform, and must send out Assignment confirmations directly to the Temporary Worker via the Platform and or through such other method as Supplier may specify.
4. Temporary workers
4.1. All temporary workers which SA supplies to the Client pursuant to the Staffing Services are engaged by SA on a contract for services between SA and such temporary worker. Client is responsible to pay the total salary cost (including eventually sick pay cost related to scheduled shifts) for temporary worker to SA, and the SA is responsible for paying the temporary workers supplied to the Client and, where appropriate, for the deduction and payment of Insurance Contributions and applicable Income Tax.
4.2 Any temporary worker supplied to the Client by SA will be under the Client's supervision, direction and control for the duration of the performance of the Assignment.
4.3 SA accepts no liability for any loss suffered by the Client or by any third party arising from the acts or omissions of any temporary worker whilst such temporary worker is under the Client's supervision, direction or control.
5. Time report, attendance and performance
5.1 The Client is only liable for to pay for the period actually worked by any one temporary worker in the performance of the relevant Assignment. In order to ensure that SA can verify the time spent by any one temporary worker in the performance of the relevant Assignment, the Client must submit or approve a time report for each temporary worker via the time report function of the App or through such other method as may be specified by SA (the "Time Report Approval Deadline").
5.2 If the Client does not submit or approve a time report with respect to any one temporary worker by the Time Report Approval Deadline, SA will be entitled to assume that the temporary worker completed the period of the Assignment in full.
5.3 The Client cannot decline to submit or not approve a time report because the Client is not satisfied with the qualifications, experience or work performed by the relevant temporary worker. If the Client is not satisfied with the abilities or performance of a temporary worker, the Client must notify SA immediately, via the process specified by SA explaining why the Client is not satisfied, so it can be considered by SA's client service team.
5.4 If a temporary worker which the Client accepted for an Assignment fails to attend such Assignment (or for any one shift within such Assignment) within a reasonable period following the required start time of the Assignment (or shift) without the Client's prior consent, the Client must notify SA in accordance with the procedure specified by SA.
5.5 Each temporary worker supplied to the Client will accrue holiday during the Assignment to the number of days offered by the Client for the Assignment, or the annual statutory minimum pro rata to the duration of the Assignment, whichever is the higher. No temporary workers supplied to the Client are obliged to take holiday, but if they do, the Client must permit such temporary worker to take holiday in accordance with the Client's own company policy. Time taken as holiday by any one temporary worker must be entered as time taken as holiday on the applicable time report.
5.6 The Client acknowledges the importance of providing accurate feedback regarding a temporary worker to SA, for the purpose of SA determining the suitability of those temporary workers for future Assignments. The Client will use reasonable efforts to give feedback regarding the performance of each temporary worker once the relevant Assignment is complete via the feedback and Rating function of the App or in accordance with the procedure specified by SA.
6.1 The Client will pay SA the following charges (the "Charges") with respect to the period actually worked by each temporary worker supplied to the Client by SA for an Assignment:
6.1 an amount equal to the gross remuneration (as specified in the request and which was agreed by the Temporary Worker comprising basic remuneration plus any bonuses and pensions) payable to such Temporary Worker plus taxes, social security and occupational injury insurance and pension contributions as are required by collective, country laws or other regulations for the duration of the Assignment (together the "Worker Costs"); plus
6.2 an amount equal to such proportion of the Worker Costs to cover any holiday accrued by the relevant Temporary Worker during the Assignment, calculated pro rata to the number of holiday days per year to which such Temporary Worker is entitled ("Holiday Pay"); plus
6.3 The below described percentages are to be added to the Worker Costs plus Holiday Pay, representing SA's margin (or such alternative remuneration that has been agreed by the Client and SA).
6.2 The SA will charge a 30% fee (or such alternative that has been agreed by the Client and SA) on top of the total salary cost of the Temporary Worker (i.e. Worker Costs, Holiday Pay + 30%)
6.3 The Charges are exclusive of VAT which, if chargeable, is payable at the applicable rate.
6.4 SA will invoice the Client for the Fees on a weekly basis with respect to hours actually worked by the relevant temporary worker during the preceding weekly, unless agreed otherwise by SA and the Client. Eventually sick pay costs related to Assignments will be added to the Worker Costs and will be charged monthly. All invoices are payable by the Client within 0 days (or such alternative that has been agreed by the Client and SA) of the date of issue and if payment is not made within this period, interest shall accrue daily at 8% per annum above the base rate from time to time from the due date until the date of payment.
7. Cancellations and refunds
7.1 The Client is entitled to cancel the supply of any temporary worker by written notice to SA (which may be through any cancellation function available in the App or otherwise through the procedure specified by SA):
7.1.1 immediately if the temporary worker fails to attend an Assignment (or any shift which forms part of that Assignment) within 4 hours of the agreed start time of that Assignment or shift, without the Client's prior consent; or
7.1.2 immediately if it is shown that the temporary worker does not have the qualifications or authorisations notified to SA by the Client as required for the Assignment, or required by law or relevant professional body to perform the Assignment; or
7.1.3 on no less than 24 hour’s notice for any other reason.
7.2 SA is entitled to cancel the supply of any temporary worker by written notice to the Client (which may be through any cancellation function available in the App or otherwise through the procedure specified by SA):
7.2.1 immediately if SA has reason to believe that the relevant temporary worker is not suitable to perform the Assignment; or
7.2.2 on no less than 24 hours' notice for any other reason.
7.3 Subject to the Client's submission of accurate time sheets by the time sheet deadline, if the Client is charged for time which is later shown to SA's reasonable satisfaction not to have been worked by the relevant temporary worker, SA will refund the Client the amounts paid by the Client for such time not worked, if the salary is not paid to Temporary Worker.
7.4 Except as set out in clause 7.3 above, SA will not give any refunds for the performance, or of any failure to perform, of any temporary worker.
8. Agency Workers Regulations
8.1 The Client and SA each acknowledge that temporary workers supplied to the Client pursuant to the Staffing Services may qualify for equal treatment pursuant to Agency Workers Regulations (the "AWR") for the country where the Assignment shall be done. In order to ensure that SA can meet its legal obligations pursuant to the AWR, the Client warrants and represents that:
8.1.1 the Client will provide SA with, on demand, any and all information which SA may require in order to ensure that SA can comply with the Agency Workers Regulations with respect to equal treatment of temporary workers supplied to the Client.
8.2 If the rate of pay, expenses, benefits, holiday pay or other remuneration needs to increase with respect to any temporary worker supplied to the Client in order to ensure their equal treatment in accordance with the Agency Workers Regulations, SA shall be entitled to increase the Worker Costs, Holiday Pay or taxes charged to the Client accordingly to account for this.
8.3 If a temporary worker makes any claim or complaint relating to the pay, benefits or working conditions of an Assignment for which such temporary worker is supplied to the Client, the Client must cooperate fully with SA to resolve the issue.
9. Obligations of the Client
9.1 The Client will, and will ensure that all of its employees, agents and representatives will, deal fairly and professionally with candidates, any temporary workers supplied to the Client pursuant to the Staffing Services and any other individuals which the Client contacts in connection with the Staffing Services, and not to do anything which may bring SA into disrepute.
9.2 The Client will provide all assistance and cooperation reasonably required by SA to ensure that SA can comply with its legal obligations, requirement by collective, country laws or other regulations, with respect to the provision of the Staffing Services and the Client will not do anything which would cause SA to be in breach of any applicable laws, collective or other regulations. Without limiting the foregoing, the Client will not request the supply of a temporary worker:
9.2.1 to perform duties normally performed by any of Client personnel who are on strike or taking part in official industrial action; or
9.2.1 to perform an Assignment when it would be detrimental to the interests of that temporary worker to do so.
9.3 The Client will comply with all applicable laws with respect to the Client's use of the Staffing Services, including the App, and the treatment of any temporary worker supplied to the Client.
9.4 The Client is responsible for the supervision, direction, and control of all temporary workers supplied to the Client for an Assignment for the duration of that Assignment. The Client will not direct any temporary worker to undertake duties outside the scope of their Assignment or for which special skills or experience are required unless satisfied that the temporary worker is competent and qualified to undertake such duties.
9.5 The Client will ensure that any equipment to be used by any temporary worker in performing the Assignment is in good and safe working order and that it has in place suitable health and safety procedures and practices to provide a safe and secure working environment for all temporary workers supplied to the Client.
9.6 The Client will provide and pay all uniforms to be used by the Temporary Worker at the Assignment.
9.7 The Client warrants and represents that:
9.7.1 any and all requests for the supply of temporary workers made by the Client relate to specific and genuine job opportunities that were available at the time of submission of the request; and
9.7.2 it has, or will have obtained prior to transmission, all necessary rights, consents, license’s, clearances and waivers in relation to any information provided to SA to enable SA to publish such information on the App or to otherwise make such information available as part of the Staffing Services, and the Client shall be solely responsible for any and all payments due to third parties as a result of such publication.
9.8 It is essential that SA is able to rely on the information provided by the Client. The Client will ensure that all information provided to SA by the Client relating to the Staffing Services complies with all applicable laws, is accurate, complete and not misleading. The Client will inform SA immediately of any updates to such information. SA reserves the right to remove any information provided to SA by the Client which SA, in its sole discretion, deems to be inaccurate, misleading, deceptive, likely to mislead or deceive or is otherwise of an unacceptable standard.
9.9 If any information which the Client provides to SA with respect to a particular Assignment is inaccurate, incomplete, or misleading, and any claim or demand is brought against SA for payment of additional amounts to a temporary worker as a result (whether by way of compensation or otherwise), the Client will reimburse SA in full, on demand, for those additional amounts, and for any costs incurred by SA in handling or defending such claim.
9.10 With respect to the SA´s responsibility to pay Temporary Workers according to the Client´s proposed salary scheme, the Client is responsible for ensuring that the SA receives correct information about the Client´s average wages for comparable employee groups and it follows the requirement by collective, country laws or other regulations. The Client is responsible, in the event, such information is incorrect or and is to compensate the SA and temporary worker for any damages related thereto.
9.11 The Client agrees at all time during the term of this Contract to comply with all the appendixes in this Contract, terms and conditions as set forth in this Contract and:
9.11.1 to pay each correct invoice issued by SA in respect to the Services, in accordance with this Contract;
9.11.2 to be responsible for the direction, supervision, control, welfare and safety of the Temporary Worker;
9.11.3 to carry out risk assessments in respect to any of its operations which may affect the Temporary Worker and take all practicable steps to minimize the risk to the health and safety of the Temporary Worker;
9.11.4 to comply with all laws, regulations, codes of practice, and other legal requirements in relation to the Temporary Worker, when the Temporary Worker is under Client´s supervision, direction and control, as if the Worker was an employee of the Client;
9.11.5 to notify the SA in writing if it does not wish the SA to advertise a vacancy, failing which the SA may advertise any vacancy notified by the Client;
9.11.6 to provide all such information as the SA shall reasonably require to comply with the Agency Work Act of the country for the Assignment or any other Regulatory Requirements in the country; and
9.11.7 to co-operate with the SA in agreeing such variation to the charge rate as may be necessary for the SA to comply with the Agency Work Act.
10. Liability and indemnity
10.1 SA will provide the Staffing Services with reasonable care and skill. Any other warranties which may be implied into these Staffing Agency Terms or the provision of the Staffing Services, whether by law or otherwise, are expressly excluded.
10.2 Subject to clause 10.3, SA's total liability to the Client:
10.2.1 for claims arising in relation to the provision of the Staffing Services is limited to an amount equal to the value of the total Charges actually paid by the Client to SA for the relevant supply of a temporary worker, to which the liability relates during the 12 month period preceding the date on which the claim is first brought; and
10.2.2 for all other claims, however arising, is limited to 50,000 SEK.
10.3 SA will not be liable to the Client for:
10.3.1 any loss of profits, loss of business or depletion of goodwill; or
10.3.2 any indirect or consequential loss.
10.4 Nothing in these Staffing Agency Terms shall exclude or limit SA's liability:
10.4.1 for death or personal injury arising from SA's negligence; or
10.4.2 for fraud or fraudulent misrepresentation; or
10.4.3 to the extent such liability is not permitted to be limited or excluded under applicable law.
10.5 The Client shall indemnify and keep indemnified SA on demand against any costs, penalties, claims, demands, liabilities, damages, and losses arising out of or in connection with:
10.5.1 any failure by the Client to comply with its obligations under these Staffing Agency Terms;
10.5.2 any negligent or fraudulent act or omission by the Client in connection with the Staffing Services;
10.5.3 the disclosure by the Client of any Confidential Information of SA or the unauthorised disclosure of any personal data or other information received from SA in connection with the Staffing Services; or
10.5.4 any employment-related claim brought by any temporary worker in connection with any Assignment.
11. Confidentiality and data protection
11.1 The information provided by SA to the Client as part of the Staffing Services is strictly confidential and may be considered to be personal data. The Client will:
11.1.1 only process such data and information in accordance with SA's instructions and solely for the purpose of receiving and utilising the Staffing Services;
11.1.2 keep such data and information strictly confidential and not disclose such data and information to any third party except with the express authorisation of SA or the individual to whom such data relates;
11.1.3 not transmit such data and information to a country or territory outside the European Economic Area; and
11.1.4 implement appropriate technical and organisational measures to protect such data from unauthorized or unlawful processing or accidental loss, destruction or damage.
11.2 Each of the Client and SA will keep confidential and will not disclose to any third party any Confidential Information of the other nor use the Confidential Information of the other for any purpose other than in connection with the performance of the Staffing Services. These obligations of confidentiality will not apply to any Confidential Information which is in the public domain other than as a result of a breach of these Staffing Agency Terms or which is disclosed pursuant to a requirement of the law (but then only to the extent of such required disclosure). These obligations shall continue to have effect despite any termination of these Staffing Agency Terms.
11.3 For the purpose of these Staffing Agency Terms, "Confidential Information" means all information disclosed to, or obtained by the Client or SA from the other (or from a third party acting on the other party's behalf), as a result of or in connection with the Staffing Services, which is either expressly identified as confidential or would reasonably be considered to be confidential.
12.1 Either party can terminate the agreement to provide Staffing Services at any time by giving not less than 24 hours (or such alternative that has been agreed by the Client and SA) written notice to the other (which may be by email).
12.2 On the termination:
12.2.1 the Client will immediately pay to SA all amounts owed in respect of any Staffing Services supplied or otherwise due under these Staffing Agency Terms (where SA has not yet sent an invoice for these amounts, SA will promptly send the Client an invoice, which will be payable by the Client on receipt);
12.2.2 the Client must return to SA or destroy all of Confidential Information of SA (as defined above) and any other property of SA held by the Client or on the Client's behalf; and
12.2.3 all Staffing Services not yet performed will automatically be cancelled and neither party will have any further liability to the other with respect to such cancelled Staffing Services.
13.1 SA has no liability for any delay in or failure to perform any or all of its obligations under these Staffing Agency Terms if the delay or failure or delay is due to any event beyond SA's reasonable control including, acts of God, war, industrial disputes, protests, fire, flood, storm, tempest, epidemic, explosion, acts of terrorism and national emergencies or default of suppliers or sub-contractors.
13.3 SA may update or vary these Staffing Agency Terms from time to time in SA's sole discretion. In the event that any variations or updates are made to these Staffing Agency Terms, the Client will be notified in writing (which may be by email or via the App) and required to accept the updated Staffing Agency Terms in order to continue to use the Staffing Services. The updated Staffing Agency Terms will not apply retrospectively or to any existing supply of a temporary worker in place as at the date on which the updated terms come into effect.
13.4 In providing the Staffing Services SA is not acting as the Client's agent. Neither do these Staffing Agency Terms create any partnership between the Client and SA or give either the Client or SA the authority to bind the other.
13.5 Any formal notice served under these Staffing Agency Terms must be in writing and must be: delivered personally or sent by prepaid recorded post, to the addresses set out below or any alternative address or email address that has been notified by the recipient party for that purpose:
13.5.1 SA's address for notices: The contact address for SA as set out in the App or on SA's website (upgig.com) from time to time.
13.5.2 Client's address for notices: The contact address notified by the Client to SA for the purpose of setting up the Client company account.
For the purpose of this clause 13.5, a formal notice means any notice sent by one party to initiate legal proceedings against the other in connection with the Staffing Services.
13.6 These Staffing Agency Terms, the jurisdiction clause contained in it and all non-contractual obligations arising in any way whatsoever out of or in connection with these Staffing Agency Terms, are governed by, construed and take effect in accordance with the law of the country where job is done.
13.7 The courts of the country where job is done, have exclusive jurisdiction to settle any claim or dispute which may arise out of or in connection with these Staffing Agency Terms.
14.1 In these Staffing Agency Terms, capitalized terms not otherwise defined have the following meanings:
"App" means the mobile application operated by Upgig AB, or a Group company, to facilitate the supply of temporary workers to Clients; and
"Group" means in relation to a company, that company, each and any subsidiary or holding company of that company and each and any subsidiary of a holding company of that company.
14.2 A reference to a "holding company" or a "subsidiary" means a holding company or a subsidiary (as the case may be) and a company shall be treated, as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee) by way of security or in connection with the taking of security, or (b) its nominee.
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