Terms of Service
This page and the pages linked below are collectively referred to as the "Terms of Service.". Use of this website constitute acknowledgement and acceptance of all applicable provisions of the Terms of Service.
A. USER AGREEMENT
This User Agreement is effective as of June 1, 2011. Your continued use of the Site after such time will signify your acceptance of this User Agreement.
Welcome to rLocums.com, the website and online service of Innovative Medic Ltd, including our corporate subsidiaries (collectively "rLocums", "we", or "us"). This page explains the terms by which you may use our web site, web widgets, feeds, mobile device software applications, applications for third-party web sites and services, and any other mobile or web services or applications owned, controlled, or offered by rLocums (collectively the "Site"). By accessing or using the Site you signify that you have read, understood, and agree to be bound by the following User Agreement ("User Agreement" or this "Agreement"), which includes and hereby incorporates by reference the agreements and policies referenced in this User Agreement or linked from the following URL: http://www.rlocums.com/terms (collectively the "Terms of Service"). Certain capitalized terms used in this User Agreement are defined here or below. We reserve the right to revise this User Agreement and the Terms of Service and all linked information from time to time in our sole discretion by updating this posting or any linked information. We may make such revisions without prior notice to you, so please check back often for updates. Unless otherwise provided in such revision, the revised User Agreement or Terms of Service, or part thereof, will take effect when they are posted.
rLocums makes the Site available as an online venue where clients for professional services ("Employer(s)") and providers of professional services ("Locum(s)") identify each other and work together online to complete, invoice, and pay for jobs ("Jobs"). The Site contains features that enable Employers and Locums to do, among other things, the following:
Employers: Post Jobs and Requests for Proposals, identify, interview, negotiate contract terms, hire, manage engagements, rate and pay Locums, all in relation to Jobs which are Outside IR35.
Locums: Create profiles, advertise capabilities, submit proposals, interview, negotiate contract terms, get hired, manage engagements, invoice, get rated by and receive payment from Employers.
The Employer and the Locum hereby acknowledge and agree that with effect from 6 April 2017 the Off-Payroll IR35 Legislation must to be considered in respect of all supplies made or to be made by a Locum who provides Locum Services via a PSC to the Employer.
The Employer acknowledges that where a Locum provides Locum Services via its PSC and that PSC is considered to be Inside IR35, it would be necessary (in accordance with the Off Payroll Working Legislation) for deductions to be made from the sums payable to the Locum, to account for PAYE and NICs. This is a statutory requirement outlined in the Off Payroll IR35 Legislation.
The tests which determine whether a Locum is Inside IR35 in relation to a Job are tests which would also indicate that the Locum and Job are not of the type which the rLocums Services are designed to support. For this reason, the Employer shall not engage any Locum providing Locum Services via a PSC to perform a Job that is Inside IR35 and no Locum shall accept a Job where they would be Inside IR35.
The Employer will, based on the outcome of the Employer IR35 Assessment , the Locum IR35 Assessment and any other information it or they reasonably regard(s) as being relevant to the assessment, decide whether the circumstances under which the Locum provides/will provide the Locum Services under the Job fall Inside IR35 or Outside IR35. Where, according to the assessments outlined above, the Job falls Inside IR35, any Locum providing their Locum Services via a PSC to the Employer shall not be able to perform the role, and if a Member Contract had provisionally been entered into for a Job that is Inside IR35 (in accordance with the above Assessments) between a Locum performing Locum Services via its PSC and the Employer, this will be terminated with immediate effect. The Employer and any the Employer Agent will act reasonably in reaching its decision but its decision will be final.
Where a Locum accepts a Job for which the Locum has been selected by the Employer, and that Locum would provide or provides its Locum Services via its PSC :
the Employer shall, prior to the Job starting, provide written notice to rLocum confirming its Employer IR35 Assessment and in doing so shall take reasonable care to come to the correct conclusion as to IR35 status;
The Locum shall provide written notice to rLocum confirming the Locum IR35 Assessment and in doing so shall take reasonable care to come to the correct conclusion as to IR35 status;
the Employer and Locum shall each notify rLocums without delay if, after the Job starts in respect of which the Client IR35 Assessment was Outside IR35, it has reason to believe that the circumstances under which the Locum provides or will provide Locum Services have changed or will change such that the outcome of the Client IR35 Assessment or Locum IR35 Assessment (as the case may be) would be Inside IR35 ;
the Locum shall prior the Job Start Date and at any time during the Job, cooperate with all requests, processes and/or checks as the Employer may reasonably require to assist the Employer's IR35 assessment;
where (i) the Client has confirmed to rLocum by way of the Client IR35 Assessment or otherwise, or (ii) the Locum has confirmed to rLocum by way of the Locum IR35 Assessment or otherwise that a Job is or will be Inside IR35, the Member Contract that has been entered by the Locum and the Client in respect of this Job shall terminate with immediate effect;
an Agreement in relation to a Job shall terminate with immediate effect if rLocum does not receive when required and not later than the commencement of the Job an Employer IR35 Assessment in relation to that Job;
an Agreement in relation to a Job shall terminate with immediate effect if the rLocum does not receive when required and not later than the commencement of the Job an Locum IR35 Assessment in relation to that Job;
the Employer and Locum shall each comply with rLocum's reasonable requests for information if HMRC and/or the Locum challenge(s) the Employer IR35 Assessment and/or rLocum's decision to pay the Locum gross of PAYE tax and National Insurance Contributions.
Accordingly, the Locum warrants and undertakes that where the Locum is providing Locum Services via its PSC:
The Employer shall indemnify (and keep it indemnified fully on demand) and hold harmless rLocum against any and all Losses suffered by rLocum arising as a direct or indirect result of:
rLocum relying, in good faith, on an Employer IR35 Assessment which, was at the date of notification of such Employer Assessment to rLocum, incorrect, incomplete, out of date or misleading. For the avoidance of doubt, an Outside IR35 Employer Assessment based on the outcome of a test run by the Employer using HMRC's online tool shall not absolve the Employer from liability under this clause if, in fact, the information inputted by the Employer was incorrect, incomplete, out of date or misleading in any way or HMRC otherwise decides that the Outside IR35 Employer Assessment is incorrect ;
any act, omission, default, delay, negligence or breach of statutory duty by or on the part of the Employer arising out of or in connection with the Employer's failure to comply with its obligations under section 61T of the Off-Payroll IR35 Legislation (or arising out of or in connection with the Employer's failure to comply with such obligations if it were deemed to be a "Employer" for the purposes of the Off-Payroll IR35 Legislation);
any breach by it of any of the warranties or obligations contained in this "IR35 STATUS" section..
The Locum shall indemnify (and keep it indemnified fully on demand) and hold harmless rLocum against any and all Losses suffered by rLocum arising as a direct or indirect result of:
• rLocum relying, in good faith, on a Locum IR35 Assessment which, was at the date of notification of such Assessment to rLocum, incorrect, incomplete, out of date or misleading. For the avoidance of doubt, an Outside IR35 Locum Assessment based on the outcome of a test run by the Employer using HMRC's online tool shall not absolve the Employer from liability under this clause if, in fact, the information inputted by the Employer was incorrect, incomplete, out of date or misleading in any way or HMRC otherwise decides that the Outside IR35 Locum Assessment is incorrect ;
• any breach by the Locum of any of the warranties or obligations contained in this section..
It is acknowledged that the making of payments via rLocum to Locums does not constitute acceptance by rLocum that, in its capacity of payment intermediary, it is the "fee payer" for the purposes of the Off-Payroll IR35 Legislation.
If either the Employer or the Locum receives any notice or communication from HMRC or any other regulatory body querying the Locum's IR35 status in relation to the Job, the party who has received the notice or communication shall immediately notify the other party and if appropriate, (to be decided in the Employer's sole discretion) the parties shall work together in good faith to resolve the issue (which shall not constitute any admittance of liability for any reason by the Employer).
The Locum (where it is supplying its services via its PSC) shall promptly supply to the Employer at the end of each month (or other period from time to time required by the Employer) confirmation in writing up to date documentary evidence that such company is registered at Companies House and its Locums/worker(s) is/are paid in the United Kingdom;
RELATIONSHIP BETWEEN EMPLOYERS AND LOCUMS The dealing, contracting and fulfillment of a Job are between an Employer and a Locum. Upon Employer’s confirmation and Locum’s acceptance of a Job on the Site, Employer agrees to purchase, and Locum agrees to deliver, the Locum Services in accordance with the following agreements (collectively, the "Member Contract"): (1) the Terms of Service; (2) the Job terms as confirmed and accepted on the Site, to the extent not inconsistent with the Mandatory Terms (defined below); (3) any other contractual provisions accepted by both Employer and Locum and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms (defined below); and (4) User Agreement
The provisions of the Services Agreement may be modified by Job terms awarded and accepted on the Site or other contractual provisions accepted by both Employer and Locum and uploaded to the Site. However, the other provisions of the Terms of Service besides the Services Agreement (the "Mandatory Terms") may not be modified.
Conflicts in the Member Contract shall be resolved in the following order of precedence: (1) the Mandatory Terms; (2) the Job terms, as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms; (3) any other contractual provisions accepted by both Employer and Locum and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms; and (4) the Services Agreement. Notwithstanding anything to the contrary, Employer and Locum both agree not to enter into any contractual provisions or Job terms in conflict with the Mandatory Terms. Any part of the Member Contract that conflicts with or modifies the Mandatory Terms shall be null and void while the other parts of the Member Contract shall remain valid and binding.
Employer is responsible for managing, inspecting, accepting and paying for satisfactory Locum Services in accordance with the Member Contract in a timely manner. Locum is responsible for the performance and quality of the Locum Services in accordance with the Member Contract in a timely manner and professional manner, consistent with industry practice, at a location, place and time that Locum deems appropriate. The manner and means that Locum chooses to perform the Job are in Locum’s sole discretion and control. In performing the Job, Locum agrees to provide its own equipment, tools, and other materials at its own expense. Employer and Locum each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract.
Employer is responsible for managing, inspecting, accepting and paying for satisfactory Locum Services in accordance with the Member Contract in a timely manner. Locum is responsible for the performance and quality of the Locum Services in accordance with the Member Contract in a timely manner. Employer and Locum each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract. Employer and Locum each acknowledges and agrees that it is its responsibility to understand the requirements for each Job.
Employer and Locum each acknowledges and agrees that their relationship is that of independent contractors. The Locum shall perform the Locum Services as an independent contractor and nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Locum and Employer or between rLocums and any Locum or Employer.
Taxes and Reporting
Locum Pension Forms. As a Locum, if you enter and maintain timely, complete and accurate Account registration information on the Site, rLocums will automatically generate certain pension forms for Employers who pay you through the Site. These are provided for your convenience only and is based solely on the information give by the Locum or Employer. We make no warranties on the accuracy or validity of the forms, and you remain responsible for fulfilling your own tax and pensions reporting requirements.
Except for reporting requirements fulfilled in accordance with the above, each Member is solely responsible for satisfying any income tax, VAT, national insurance, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, and all other requirements applicable to the purchase and sale of services from and by independent contractors.
RELATIONSHIP WITH RLOCUMS
rLocums Not a Party to Jobs
rLocums is not a party to the dealing, contracting and fulfillment of a Job between an Employer and a Locum, including the Locum Services. rLocums has no control over and does not guarantee the quality, safety or legality of Locum Services advertised, the truth or accuracy of Job listings, the qualifications, background, or abilities of Members, the ability of Locums to deliver Locum Services, the ability of Employers to pay for Locum Services, or that an Employer or Locum can or will actually complete a transaction.
rLocums is not required to and does not verify any information given to us by Locums, nor does rLocums perform background checks on Locums However, rLocums may provide information about a Locum, such as a rating or geographical location, or third party valuations based on data given to us by the Locum or a third party. Such information is provided for the solely for the convenience of Employers and is not an endorsement or recommendation by rLocums.
All rights and obligations for the purchase and sale of Locum Services are solely between Employer and Locum. Employer and Locum must look solely to the other for enforcement and performance of all the rights and obligations arising from Member Contracts and any other terms, conditions, representations, or warranties associated with such dealings.
Third-Party Beneficiary of Member Contract
Employer and Locum each acknowledges and agrees that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements as set forth in their Member Contract. Employer and Locum therefore appoint rLocums a third-party beneficiary of their Member Contract for purposes of enforcing the obligations owed to, and the benefits conferred on, rLocums by this Agreement. Employer and Locum further agree that rLocums has the right to take such actions with respect to the Member Contract or their Accounts, including without limitation suspension, termination, or legal actions, as rLocums in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site.
This Agreement and any registration for or subsequent use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and rLocums, except and solely to the extent expressly stated.
Service Fee. If an Employer elects to pay a Locum through the Site, rLocums deducts a small "Service Fee" that rLocums earns for creating, hosting, maintaining, and providing the Site. After deducting such amounts, rLocums transfers the remaining payment amount to the Locum. The amount of the Service Fee deducted by rLocums varies as detailed on the Site. If you are a Locum and believe a Service Fee might be in error, please log onto the Site and contact support. rLocums may choose to offer additional features, such as Featured Posts or verification features, for additional fees. Such features and fees are described in detail elsewhere on the site.
MEMBER ELIGIBILITY AND OBLIGATIONS
To access Site Services through our Site, you must be a legal entity, or an individual in business 18 years or older who can form legally binding contracts. To register for an Account with rLocums and become a Member, you must accept all of the terms and conditions in, and linked to, this Agreement. By becoming a Member, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described throughout the Site; (b) be financially responsible for your use of the Site and the purchase or delivery of Locum Services; and (c) perform your obligations as specified by any Member Contract that you accept, unless such obligations are prohibited by law or by this Agreement. rLocums reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone for any reason or no reason.
To become a Member and access Site Services through our Site you must register for an "Account." You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness. You cannot register for more than one Employer Account and one Locum Account without express written permission from rLocums (except Team Accounts as provided below).
As a Member, you may add Users to your Account to act on your behalf in the roles you assign (each, a "Team Account"). You may also grant certain account administration privileges to one or more "Team Account Administrators." Only the Member who registered the Account and the Team Account Administrators can add Team Accounts to the Account. Any or all Team Accounts related to the Account may be suspended or terminated without warning if the Account or any related Team Account is suspended or terminated.
Member represents, warrants, and agrees to grant access to the Account and any related Team Account only to Users authorized to act on behalf of the Member and only in accordance with this Agreement. Additionally, Member represents, warrants, and agrees to be fully responsible and liable for any action of any User who uses the Account, including Team Administrators, and any related Team Account. You agree (1) not to use any Account, Team Account, username, or password of another User of the Site that you are not authorized to use, and (2) not to allow others who are not authorized to do so to use the Account or any related Team Account at any time.
Your rLocums Account (including recommendations and feedback) and username are not transferable, and any transfer or attempted transfer to another party is null and void.
USERNAMES AND PASSWORDS
When a Member registers an Account, the Member will be asked to choose a username and password for the Account. The Member and any Team Account Administrator will also be asked to choose the initial username and password for any Team Account that is added to the Account (and can change the username and password for any Team Account at any time).
As a Member, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Site. In addition, if you are a Member who owns a Team Account, or if you are a Team Account Administrator, you agree to safeguard and maintain the confidentiality of all your Team Account passwords. In either case, you authorize rLocums to assume that any person using the Site with your username and password or your Team Account passwords, and the username of any Team Account added by an Account Administrator (if any) either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of the Account or any related Team Account or access to your password or the password of any User of your Account or any related Team Account.
Directory of Locums
The Site contains a directory of Locums. The directory is populated with information from third-party sources, from Locums themselves, and from other Members. rLocums provides this directory as a convenience and does not confirm or verify the information contained in it.
Employers and Locums agree to make all locum bookings via the Site, including long term and maternity locums. This is important to ensure the correct operation of the Site. Employers may use the Site's directory of Locums to identify suitable candidates for salaried positions. rLocums charges an introduction fee for this service. Please contact firstname.lastname@example.org for more information.
Verification and Monitoring
rLocums makes available to Members on the Site various services provided by third parties to verify a Member’s credentials, provide testing services, or provide information. Any opinions, advice, statements, services, offers or other information or content expressed or made available by these third parties or any other Members are those of the respective author(s) or distributor(s) and not of rLocums. rLocums neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on the Site by anyone other than authorized rLocums employees acting in their official capacities.
This Site may contain links to third party Web sites, services, or resources. Such Web sites, services, and resources are owned and operated by the third-parties and/or Locums and their licensors. Your access and use of those Web sites, services, and/or resources, including online communication services such as chat, email and calls, will be governed by the terms and policies of the applicable Web site, service, or resource or Locum. You acknowledge and agree that rLocums is not responsible or liable for: (i) the availability or accuracy of such sites, services, or resources; or (ii) the content, advertising, or products on or available from such sites, services, or resources. The inclusion of any link on the Site does not imply that we endorse the linked site. You use the links and these services at your own risk.
LICENSES AND SITE ACCESS
Access and Interference
Visitors and Users must access Secure Areas through browsers employing an encryption level of at least one hundred twenty eight (128) bits. You understand and agree to immediately stop using or accessing Secure Areas if your browser does not support such a level of encryption. If your browser does not allow such encryption then you may be blocked from using the Site.
The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of rLocums and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) upload invalid data, viruses, worms, or other software agents through or to the Site; (h) collect or harvest any personally identifiable information, including account names, from the Site; (i) access any content on the Service through any technology or means other than those provided or authorized by the Service; or (j) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products or services.
Accessing the audiovisual content available on the Site for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited. "Streaming" means a contemporaneous digital transmission of an audiovisual work via the Internet from the Site to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.
Some areas of the Site may allow Users to post feedback, comments, questions, and other information ("User Content"). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, "post") through the Site, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand that whether or not such User Content is published, rLocums does not guarantee any confidentiality with respect to any User Content.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy. To the extent that your User Content contains music or video, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.K. Copyright Office, the Writer’s Guild of UK, or any other rights organization.
rLocums takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. rLocums is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, objectionable, or inappropriate for children, and you agree that rLocums shall not be liable for any damages you allege to incur as a result of such User Content.
Furthermore, rLocums has no editorial control over User Content posted by Users on the Site and is not responsible for and does not monitor such content for accuracy or reliability. rLocums does not confirm or verify whether a Locum has the expertise, or is qualified or licensed to provide the Locum Services or advice being requested.
You further agree not to post any User Content that contains any requests for or information enabling contact or payment outside of the Site.
rLocums reserves the right, but is not obligated, to reject and/or remove any User Content that rLocums believes, in its sole discretion, violates these provisions.
User License to rLocums
You retain all your ownership rights in your User Content. By posting any User Content on the Site, you expressly grant, and you represent and warrant that you have a right to grant, to rLocums a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and rLocums’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. Notwithstanding the foregoing, rLocums will only use or disclose your User Content posted to non-public areas of the Site (such as the Workroom) to the extent necessary to provide you the services on the Site. You also hereby grant each User of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute,display and perform such User Content as permitted through the functionality of the Site and under this Agreement.
The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from the Site. You understand and agree, however, that rLocums may retain, but not display, distribute, or perform, server copies of User Content that have been removed or deleted. The above licenses granted by you in User Content for which the Site does not provide you a means to delete or remove are perpetual and irrevocable.
You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place rLocums under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, rLocums does not waive any rights to use similar or related ideas previously known to rLocums, or developed by its employees, or obtained from sources other than you.
Additional User Representations and Warranties
You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with your User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following:
a. You are at least 18 years of age or a legal entity and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
b. You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Site and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
c. Your User Content and rLocums’s use thereof as contemplated by this Agreement and the Site will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.
d. rLocums may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
rLocums License to User
Subject to and conditioned on compliance with this Agreement, rLocums grants you a limited license to access and, if you are a Member, to use this Site internally for the purpose of ordering and receiving the Site Services available and authorized from this Site. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of rLocums or the rights holder. You must not use any content of this Site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by rLocums.
rLocums and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Site. The rLocums logo and name are trademarks of rLocums, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners.
Except as expressly stated above, nothing in this Agreement confers any license under any of rLocums's or any third party's Intellectual Property Rights, whether by estoppel, implication or otherwise.
RESOLUTION OF DISPUTES BETWEEN MEMBER AND RLOCUMS
If a dispute arises between you and rLocums, our goal is to resolve such dispute quickly and cost-effectively. Accordingly, you and rLocums agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the rLocums Services (a "Claim") in accordance with this section entitled "Resolution of Disputes Between Member and rLocums." Before resorting to these alternatives, you agree to first contact rLocums directly to seek dispute assistance here.
Law and Forum for Disputes
This Agreement is governed in all respects by the laws of England without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against rLocums must be resolved by a court located in England, or as described in the Arbitration Option paragraph below. You hereby submit to the exclusive personal jurisdiction of the courts located within England for the purpose of litigating all such claims or disputes.
For any claim arising between you and rLocums (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than £10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration must initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the ADR provider will specify whether the arbitration will be conducted by telephone, online, or solely based on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) if an arbitrator renders an award the party receiving the award has the right to enter any judgment on the award in any court of competent jurisdiction.
Improperly Filed Claims
Should you file a claim contrary to this section entitled "Resolution of Disputes Between Member and rLocums," rLocums will be entitled to recover attorneys’ fees and costs up to £2,000, provided that rLocums has notified you in accordance with this Agreement of the improperly filed claim, and you have failed to promptly withdraw the claim.
TERM; TERMINATION AND SUSPENSION
This Agreement shall become effective as your contractual agreement upon your acceptance or your use of the Site, and shall continue until your Account is terminated by rLocums or you as provided for under the terms of this Section.
Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by this Agreement at any time upon notice to the other party. In the event you properly terminate the contractual agreement represented by this Agreement, your Account is automatically terminated and (i) rLocums shall continue to perform those rLocums Services necessary to complete any open transaction between you and another Member; and (ii) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to rLocums for any Site Services and to any Locums for any Locum Services.
Any termination of an Account will automatically lead to the termination of all related Team Accounts, and any termination of a Team Account gives rLocums the right to terminate any or all related Accounts and Team Accounts.
Without limiting rLocums's other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Job, and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site or linked here ; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for rLocums or are contrary to the interests of the Site or the rLocums user community. Once indefinitely suspended or terminated, you must not continue to use the Site under the same Account, a different Account, or reregister under a new Account.
In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
Without limiting rLocums's other remedies, to the extent you engage in actions or activities which circumvent the rLocums Site or otherwise reduce fees owed rLocums under this Agreement, you must pay rLocums for all fees owed to rLocums and reimburse rLocums for all losses and costs (including any and all rLocums employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
rLocums reserves the right to terminate any User access, Account, or Job for any reason or no reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be cancelled if the law requires such notification.
When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and proposals. The sections entitled "RELATIONSHIP BETWEEN EMPLOYERS AND LOCUMS," "RELATIONSHIP WITH RLOCUMS," "RLOCUMS FEES," "PERIOD OF EXCLUSIVITY," "THIRD-PARTY
CONTENT," "LICENSES AND SITE ACCESS," "RESOLUTION OF DISPUTES BETWEEN MEMBER AND RLOCUMS," "TERM; TERMINATION AND SUSPENSION," "DISCLAIMERS, LIMITATIONS AND EXCLUSIONS," "NOTICES AND COMMUNICATIONS," "MISCELLANEOUS," "CERTAIN DEFINED TERMS," and the Site Policies entitled "Billing and Payment Service Policy," "General Escrow Instructions," and "Dispute Resolution Process," will all survive termination of the contractual agreement between us.
Notification of rLocums Members
You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Member Account status to all Members, including both yourself and other Members who are participating in Jobs with you. You therefore agree as follows: IF RLOCUMS SUSPENDS OR TERMINATES YOUR ACCOUNT OR JOB, RLOCUMS HAS THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE JOBS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT OR JOB STATUS, AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.
rLocums, located in England, is the provider of the electronic commercial service on this Site. Members are notified, via this Site, in advance regarding any applicable service charges. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in England may be contacted in writing at the address listed on the contact pages of this Site, or by calling the phone number listed on this Site. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact rLocums to resolve a complaint regarding any aspect of service relating to this Site by writing to the above address, or contact us at Customer Support.
DISCLAIMERS, LIMITATIONS AND EXCLUSIONS
You are responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on rLocums's part to store, backup, retain, or grant access to any information or data for any period.We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.
THE SITE SERVICES PROVIDED BY RLOCUMS OR ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
IN NO EVENT SHALL WE OR OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SITE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) £50, OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SITE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
If you have a dispute with another Member, you release rLocums (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
This release will not apply if the cause of the dispute is rLocums’s failure to meet an rLocums obligation under the Terms of Service.
You agree to defend, hold harmless and indemnify rLocums from and against any and all losses, costs, expenses, damages or other liabilities incurred by rLocums arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third party against rLocums: (a) in connection with your use of the Site Services including any payment obligations incurred through use of the Site Services; or (b) resulting from: (i) your use of the Site; (ii) your decision to supply credit information via the Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Members; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member with which you conducted business through the Site; (viii) any act or omission of yours with respect to the payment of fees to any Locum; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Locum. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
NOTICES AND COMMUNICATIONS
Communications from rLocums to you
Unless you otherwise indicate in writing to Customer Support, rLocums will communicate with you by email or by posting communications on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when rLocums sends it to the email address you have provided to rLocums on the Site, or when rLocums posts such communication on the Site.
You must keep your email address updated on this Site, and you must regularly check this Site for postings. If you fail to respond to an email message from rLocums regarding violation, dispute or complaint within two business days, rLocums has the right to terminate or suspend your Job or your Account.
Communications from you to rLocums
All notices to rLocums intended to have a legal effect concerning this Agreement must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:
Lantum, 4th Floor, Bonhill Building, 15 Bonhill Street, London, EC2A 4DN, GB , Attn: Controller
Such notices to rLocums are deemed effective upon receipt.
MISCELLANEOUS TERMS AND CONDITIONS
You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. rLocums will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative of rLocums. No delay or omission by rLocums in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. You will not transfer, assign or delegate your rights or obligations (including your Account) under this Agreement to anyone without the express written permission of rLocums, and any attempt to do so will be null and void. rLocums may assign this Agreement in its sole discretion.
This Agreement, together with any other legal notices and agreements published by rLocums via the Site, shall constitute the entire agreement between you and rLocums concerning the Site. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.The Site is controlled and operated from its facilities in the England. rLocums makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable English and local laws and regulations, including but not limited to export and import regulations. You may not use or access the Site if you are a resident of a country embargoed by the England, or are a foreign person or entity blocked or denied by the English government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the England.
Except for the payment of fees to rLocums, neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.
The boldface paragraph headings in this Agreement are included for ease of reference only and have no binding effect. This Agreement and all documents referenced in this Agreement (including the Terms of Service available by hyperlink above) comprise the entire agreement between you and rLocums with respect to the use of this Site and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Web site that link to or are linked from this Site. For convenience, this Agreement may be displayed in HTML and/or PDF versions. In the event of any inconsistency between such versions, the PDF version will govern.
CERTAIN DEFINED TERMS
Any capitalized term not otherwise defined in this Agreement has the meaning given such term on the Site. As used throughout this Agreement:
"Account" means the rLocums Account you open when you register to become a Member and use the Site Services, and all Team Accounts added to that Account.
"Employer" means a Member that investigates and purchases Locum Services or identifies a Locum through the Site.
" Employer IR35 Assessment" or "Employer Assessment" means where the Locum is providing or is to provide Locum Services to the Employer on a Job via its PSC, the Client 's assessment by written notice to rLocums as to whetherthe circumstances under which the Locum will provide the Locum Services to the Employer fall Inside IR35 or Outside IR35 .
"Locum" means a Member that offers and delivers services or identifies an Employer through the Site.
"Locum Services" means all services delivered by Locums.
"rLocums Services" means the creation, hosting, maintenance, and provision of the Site and all services delivered by rLocums that are accessible through the Site. The term rLocums Services does not include Locum Services or Third-Party Services.
"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
"Inside IR35" means where the circumstances (under which the Locum will provide the Locum Services under the Job) are such that the requirements set out in s61M(1) of the Off Payroll IR35 Legislation are satisfied.
"Locum IR35 Assessment" or " Locum Assessment " means where a Locum is providing or is to provide Locum Services via a PSC on a Job, the Locum's own assessment of whether the circumstances under which the Locum is providing or will provide the Locum Services under the Job fall Inside IR35 or Outside IR35.
"Member" means a person or legal entity that registers for an Account.
"Member Contract" shall have the meaning given to it above.
“ Off-Payroll IR35 Legislation” means Income Tax (Earnings and Pensions) Act 2003 Part 2 Chapter 10 as outlined in the Schedule 1 of the Finance (No.2) Bill 2017).
"Outside IR35" means where the circumstances (under which the Locum will provide the Locum Services under the Job) are such that the requirements set out in s61M(1) of the Off Payroll IR35 Legislation are not satisfied.
"Payment Service" means the rLocums Billing and Payment Service.
"PSC Contractor " means an individual who controls and directs a limited company through which they contract and offer their services on an independent business to business basis.
"PSC" means the limited company through which a PSC Contractor operates.
"Secure Areas" means portions of the site that are encrypted using the Hypertext Transfer Protocol Secure (also known as "HTTPS") or any other encryption mechanism.
"Services Agreement" means the default Services Agreement Between Employer and Locum and this default Services Agreement may be modified by Employer and Locum as described here . A Services Agreement may include specifications, price, milestones, deliverables, units of work, hours, payment terms, warranties and other contractual obligations.
"Site Policies" means the Terms of Service and all obligations, requirements, and guidelines contained in or linked from the Site. Site Policies includes, without limitation, all documents linked here .
"Site Services" means all services that are accessible through the Site except Locum Services.
"Third-Party Services" means all services that are accessible through the Site and delivered by third parties. The term Third-Party Services does not include rLocums Services or Locum Services.
"User" means (1) a person who is a Member, using the Site on his or her own behalf, or (2) a person who is using the Site on behalf of a Member that is a company or organization.
"Visitor" means a person who is only visiting the Site, not a Member or User.
"Workroom" means the place on the Site where an Employer and Locum can communicate and work together on a Job.
"Work System" means the tools available on the Site for Employer and Locum to communicate and work together.
"you" means a Visitor or Member accessing the Site or using the Site Services on his or her own behalf; or, if the Site Services are used on behalf of a Member, "you" means the Member for which the Site Services are used and the User who accesses the Site on behalf of such Member (and such User represents that he or she has the authority to do so on the Member's behalf).
BILLING AND PAYMENT SERVICE
This Billing and Payment Service Policy hereby incorporates by reference all terms, conditions rules, policies and guidelines on the Site, including the rLocums Terms of Service (" Terms of Service "). Capitalized terms not defined in this Billing and Payment Service Policy are defined in the Terms of Service.
This Billing and Payment Service Policy is effective as of June 9, 2011. Your continued use of the Site after such time will signify your acceptance of this Billing and Payment Service Policy. We reserve the right to modify the provisions in this Billing and Payment Service Policy without prior notice to you, so please check back often for updates. You may opt out of the Payment Service by giving five clear days notice in writing to Customer Support. All fees accrued to rLocums up to the expiry of the notice period in connection with the Payment Service shall remain due and owing.
The rLocums Billing and Payment Service (" Payment Service ") enables Locums to issue invoices and enables Employers to make payments for services. When Employer makes a payment through the Payment Service, rLocums deducts the appropriate Service Fee and Payment Processing Fee due rLocums as described on the Site. The Payment Service is intended for business use, so you agree to use the Payment Service primarily for business, and not primarily for personal, family, or household purposes.
LEGAL NATURE OF PAYMENT SERVICE
When you use the Payment Service to bill for or pay service fees, rLocums acts as your agent based upon your direction and your requirements to perform tasks on your behalf. rLocums holds your Account funds separate from its corporate operating accounts, and will not voluntarily make your funds available to its creditors in the event of a bankruptcy or for any other purpose. As provided in Bankruptcy Code in England, rLocums shall hold only legal title to, and not have any equitable interest in, the Account and any funds in it.
RLOCUMS IS NOT A BANK, AND AMOUNTS TRANSFERRED THROUGH OR STORED IN THE PAYMENT SERVICE ARE NOT INSURED DEPOSITS. You will not receive interest or other earnings on the funds in your Account. rLocums may earn and retain interest on those funds, may charge or deduct fees, may receive a reduction in fees or expenses charged, or may receive other compensation for banking, payment or other financial services related to the Account.
By initiating invoices and sending payments through the Payment Service or adding funds to your Account, you appoint rLocums as your agent to obtain the funds on your behalf and to transfer the funds to the recipient that you designate, subject to the terms and conditions of this Billing and Payment Service Policy and the rLocums Terms of Service. Each Locum must properly discharge and credit Employers for all payments that rLocums receives through the Payment Service from such Employers.
No Responsibility for Locum Services or Employer Payments
rLocums acts as a payment provider by creating, hosting, maintaining, and providing the Payment Service to you via the Internet. rLocums does not have any control over the Locum Services invoiced or paid for with the Payment Service, nor whether an Employer or Locum you are dealing with will actually complete the transaction. Nothing in the Payment Service will be deemed to constitute rLocums your agent with respect to any Locum Services purchased and sold by Users through the Site, or expand or modify any warranty, liability or indemnity stated in these Terms of Service.
Disputes Between Employers and Locums
Any disputes in connection with services provided by Locums or payments made by Employers remain between such Employers and Locums. By using any Payment Service, you agree to follow the Dispute Resolution Process . You further acknowledge that rLocums will not be a party to any such dispute. rLocums will attempt to take the actions set forth in the Dispute Resolution Process, but rLocums will not be obligated to take any other action or refrain from taking any other action toward resolving any such dispute. rLocums may, at its sole discretion, and in the case of Escrow Jobs may be required to, withhold or delay payment or continue to hold amounts in Escrow or make payment or release funds in Escrow, in the event of dispute between an Employer and a Locum.
HOW TO BILL FOR SERVICES USING THE PAYMENT SERVICE
To request payment from an Employer using the Payment Service, Locum must follow the instructions and Payment Service links on the Site and provide the information requested. By requesting payment, Locum authorizes rLocums to bill such Employer and receive payments from the Employer on Locum’s behalf in the amounts stated on the applicable Payment Service Web page.
When Locum requests payment from an Employer, such request is: (1) Locum’s representation that it has completed the applicable Locum Services fully and satisfactorily, and (2) Locum’s irrevocable instruction to rLocums to invoice and accept payment from the Employer on Locum’s behalf. For all Payment Services, once rLocums has charged the Employer, if the Employer's credit card company, bank, or PayPal charges back any amount to rLocums for any reason, Locum hereby agrees to repay rLocums for such amounts, plus reasonable attorney fees and costs of collection.
HOW TO PAY FOR SERVICES USING THE PAYMENT SERVICE
To pay a Locum using the Payment Service, Employer must follow the instructions and links on the Site and provide the information requested. Employer must be a Member that holds a valid credit card issued by a bank acceptable to rLocums or a Member that holds a Verified PayPal account. Unless Employer has a balance in their Account, rLocums will charge the Employer’s credit card, bank account, or PayPal for the necessary amount. By providing rLocums with credit card or bank account information, Employer authorizes rLocums to charge such credit card or bank account for the amounts stated on the applicable Payment Service Web page.
When Employer instructs rLocums to pay a Locum using the Payment Service, such instruction is: (1) Employer has inspected the work and the Locum has completed the applicable Locum Services fully and satisfactorily; (2) Employer’s final acceptance of the Locum Services; and (3) Employer’s irrevocable instruction to rLocums to pay the Locum. Once rLocums has charged the payment method, such charge is non-refundable except pursuant to the terms and conditions of the rLocums Hourly Work Guarantee to Employer. Employer agrees not to ask its credit card company or bank to charge back any amount to rLocums for any reason. If Employer does so, Employer hereby agrees to repay rLocums for such amounts, plus reasonable attorney fees and costs of collection.
PAYMENT TERMS FOR SPECIFIC JOB TYPES
Non-Escrow Fixed Price Jobs
For Non-Escrow Fixed Price Jobs, Payment is due net fifteen (15) days after the milestone completion and subsequent invoice from Locum.
Escrow Fixed Price Jobs
For Escrow Fixed Price Jobs, Payment is due net fifteen (15) days after the milestone completion and subsequent Release request from Locum.
Automatic Release for Escrow Fixed Price Jobs
For Escrow Fixed Price Jobs, Employer has up to net thirty (30) days from the milestone completion and subsequent Release request from Locum to review the work and approve a milestone for payment or dispute payment. If Employer does not review the work and does not dispute payment within thirty (30) days, the escrow funds shall be automatically released to the Locum. This Section, "Automatic Release for Escrow Fixed Price Jobs," shall be effective on November 12, 2009, for Jobs awarded on or after that date.
For hourly Jobs, Locum is required to submit weekly Timesheets by 18:30 PM GMT, each Friday. Employer is required to review and approve weekly Timesheets and make payment by Friday of the week following submission of the Timesheet. A week begins on Monday at 12:00 AM midnight GMT, and ends Sunday at 11:59 PM GMT.
Automatic Payment for Hourly Jobs
For hourly Jobs, Employer may choose the "Auto Pay" option. If "Auto Pay" is selected, Employer authorizes rLocums to automatically charge Employer’s Account or payment method on file on the Friday of the week following submission of the Timesheet, unless Employer timely stops payment.
MISCELLANEOUS PAYMENT SERVICE TERMS
Authorized Payments are Final
Your use of the Payment Service constitutes your agreement to pay for any amounts that you authorize us to charge against your Account and, as appropriate, your credit card, bank account, or PayPal. Such payments, once authorized, are final.
Erroneous or Duplicate Transactions; Charge Backs
rLocums reserves the right to seek reimbursement from you, and you will reimburse rLocums, if rLocums discovers erroneous or duplicate transactions, or rLocums receives a charge back from any Employer's credit card company, bank, or PayPal for any reason. You agree that rLocums has the right to obtain such reimbursement by charging your Account, deducting amounts from future payments or withdrawals, charging your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of charge backs is cause for termination of your Account. This section, "Erroneous or Duplicate Transactions; Charge Backs," applies to Employers and Locums.
The Payment Service operates in Pound Sterling and therefore rLocums is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than Pound Sterling, nor is rLocums responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your Account. Payments made to rLocums in currency other than Pound Sterling may take up to eight weeks to process, depending on relationships among the banking and payment systems between the two countries. Consequently, balance adjustments may be delayed.
Withdrawal of Funds
To withdraw funds from your Account, you must request such funds using any of the withdrawal methods available on the Site. Any such requests shall be subject to the conditions and restrictions contained on the Site and in these Terms of Service. Notwithstanding any other provision of these Terms of Service, if rLocums determines in its sole discretion that a Member has violated the conditions and restrictions of the Site or Terms of Service, rLocums has the right to refuse to process the withdrawal.
Hold on Account Funds
rLocums will make funds deposited in your Account generally available for you to use or withdraw. rLocums reserves the right, at its sole discretion, to place a hold on funds for Employer payments to clear, or if rLocums suspects monies may be subject to dispute or charge back or if fraud is suspected. rLocums will release a hold as soon as practical.
Agreement to Pay
If, for any reason, rLocums does not receive payment for any amounts that you have authorized to be paid through your use of the Payment Service or other rLocums Services, you agree to pay such amount immediately upon demand by rLocums. You also agree to pay any interest charges, attorneys’ fees and other costs of collection incurred by rLocums in collecting from you the authorized but unpaid amount. In such case, rLocums may, at its option, stop processing any further payments made by you and apply any amounts then held by rLocums on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the Payment Service or other rLocums Service. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
Inactive Accounts; Abandoned Accounts
For purposes of determining Inactive Account status and Abandoned Account status, " activity " means payment of subscription fees, payment or receipt of Job fees, or actions under the Dispute Resolution Process.
Inactive Accounts. If your Account has a balance, but has had no activity for at least five (5) consecutive months, your Account will be placed on " Inactive " status. rLocums will notify you that your Account is Inactive by sending an email to your registered email address and give you the option of keeping your Account open and maintaining the balance or withdrawing the balance. If, within thirty (30) days of such notice, your account has no activity, rLocums will automatically deduct an Inactive Account Fee of £5, or the entire balance of your Account if such balance is less than £5, per month thereafter, to recover administrative costs of holding funds. rLocums will cease such deductions if subsequently (i) your Account has activity or (ii) your Account no longer has a balance.
Abandoned Accounts. If your Account has a balance, but it has had no activity for at least 18 consecutive months or has been on Inactive status for at least 12 consecutive months, rLocums will automatically close your Account and attempt to either (a) wire transfer the entire Account balance to your registered bank account, or (b) mail a check in the amount of your entire Account balance to your registered mailing address. If those attempts fail, the Account balance may escheat to the State.
SERVICES AGREEMENT BETWEEN EMPLOYER AND LOCUM
This Services Agreement is part of the Member Contract between Employer and Locum, effective upon Employer’s award and Locum’s acceptance of a Job on the Site. This Services Agreement incorporates all terms, conditions, rules, policies, and guidelines on the Site, including the rLocums Terms of Service (" Terms of Service "). Capitalized terms not defined in this Services Agreement are defined in the rLocums Terms of Service.
1. Member Contract
Upon Employer’s award and Locum’s acceptance of a Job on the Site, Employer agrees to purchase, and Locum agrees to deliver, the Locum Services in accordance with the following agreements (collectively, the " Member Contract "): (1) the Terms of Service; (2) the Job terms, as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms (defined below); (3) any other contractual provisions accepted by both Employer and Locum and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms (defined below); and (4) this Services Agreement.
The provisions of this Services Agreement may be modified by Job terms awarded and accepted on the Site or other contractual provisions accepted by both Employer and Locum and uploaded to the Site. However, the other provisions of the Terms of Service besides this Services Agreement (the " Mandatory Terms ") may not be modified.
Conflicts in the Member Contract shall be resolved in the following order of precedence: (1) the Mandatory Terms; (2) the Job terms, as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms; (3) any other contractual provisions accepted by both Employer and Locum and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms; and (4) this Services Agreement. Notwithstanding anything to the contrary, Employer and Locum both agree not to enter into any contractual provisions or Job terms in conflict with the Mandatory Terms. Any part of the Member Contract that conflicts with or modifies the Mandatory Terms shall be null and void while the other parts of the Member Contract shall remain valid and binding.
2. Responsibilities and Performance
Employer is responsible for managing, inspecting, accepting and paying for satisfactory Locum Services in accordance with the Member Contract in a timely and professional manner. Locum is responsible for the performance and quality of the Locum Services in accordance with the Member Contract in a timely and professional manner, consistent with industry practice, at a location, place and time that Locum deems appropriate. The manner and means that Locum chooses to perform the Job are in Locum’s sole discretion and control. In performing the Job, Locum agrees to provide its own equipment, tools, and other materials at its own expense. Employer and Locum each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract.
3. Duration of Services
The duration of performance of Locum Services under the Member Contract commences and terminates on the dates specified in the Job terms, unless both Employer and Locum otherwise agree through a change request on the Site and uploaded to the Workroom.
4. Independent Locum Relationship
Locum’s relationship with Employer will be that of an independent contractor, and nothing in the Member Contract should be construed to create a partnership, joint venture, or employer-employee relationship. Locum (a) is not the agent of Employer; (b) is not authorized to make any representation, contract, or commitment on behalf of Employer; (c) will not be entitled to any of the benefits that Employer makes available to its employees, such as group insurance, profit- sharing or retirement benefits (and waives the right to receive any such benefits); and (d) will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Locum’s performance of services and receipt of fees under the Member Contract.
Locum is solely and exclusively liable for complying with all applicable state, federal and international laws including laws governing self-employed individuals, if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on fees paid to Locum under the Member Contract. Employer will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Locum’s behalf. Locum hereby agrees to indemnify and defend Employer against any and all such taxes or contributions, including penalties and interest. Locum agrees to provide proof of payment of appropriate taxes on any fees paid to Locum under the Member Contract upon reasonable request of Employer.
5. Intellectual Property Rights
Certain Defined Terms
As used in this Services Agreement, the following capitalized terms have the following meanings unless the context otherwise requires:
"Background Technology" means all Inventions developed by Locum other than in the course of providing services to Employer hereunder and all Inventions acquired or licensed by Locum and disclosed to Employer that Locum uses in performing services under the Member Contract or incorporates into Job.
"Intellectual Property Rights" has the meaning given in the Terms of Service.
"Invention" means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.
"Work Product" means any and all work product developed by Locum as required to complete the Job and delivered to the Employer in the performance of the Job, excluding Background Technology.
Background Technology. Locum will disclose any Background Technology which Locum proposes to use or incorporate in connection with performance of its services to Employer. If Locum discloses no Background Technology, Locum warrants that it will not use Background Technology or incorporate it into Work Product provided pursuant thereto. Notwithstanding the foregoing, unless otherwise agreed in the Job Terms, Locum agrees that it will not incorporate into Work Product or otherwise deliver to Employer any software code licensed under the GNU GPL, GNU LGPL, or any other license that by its terms requires, or conditions the use or distribution of such code on, the disclosure, licensing, or distribution of the Work Product or any source code owned or licensed by the Employer.
License to Background Technology. Locum hereby automatically upon receipt of payment from Employer, grants to Employer a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product.
Ownership of Job and Intellectual Property. Locum agrees that the Work Product is a work made for hire. Upon Locum’s receipt of payment from Employer, any Intellectual Property Rights in the Work Product will be the sole and exclusive property of Employer, and Employer will be deemed to be the author thereof. If Locum has any rights to such Intellectual Property Rights that are not owned by Employer upon Locum’s receipt of payment, Locum hereby automatically irrevocably assigns to such Employer all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth below, Locum retains no rights to use such Intellectual Property Rights and agrees not to challenge the validity of Employer’s ownership in such Intellectual Property Rights. Locum hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.
License to or Waiver of Other Rights. If Locum has any right to such Intellectual Property Rights that cannot be assigned by Locum, Locum hereby automatically upon receipt of payment from Employer unconditionally and irrevocably grants to Employer during the term of such rights, an exclusive, even as to Locum, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Locum has any rights to such Intellectual Property Rights that cannot be assigned or licensed, Locum hereby automatically upon receipt of payment from Employer unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Employer or related to Employer’s customers, with respect to such rights, and agrees, at Employer’s request and expense, to consent to and join in any action to enforce such rights.
Assistance. Locum agrees to assist Employer in every way, both during and after the term of the Member Contract, to obtain and enforce English and foreign Intellectual Property Rights relating to Work Product in all countries. In the event Employer is unable for any reason, after reasonable effort, to secure Locum’s signature on any document needed in connection with the actions specified above in this Section "Intellectual Property Rights," Locum hereby designates and appoints Employer and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Locum.
6. Competitive or Conflicting Jobs
Locum agrees, during the term of the Member Contract, not to enter into a contract or accept an obligation that is inconsistent or incompatible with Locum’s obligations under the Member Contract. Locum warrants that there is no such contract or obligation in effect as of the Effective Date. Locum further agrees not to disclose to, deliver to, or induce Employer to use any confidential information that belongs to anyone other than Employer or Locum.
7. Confidential Information
Locum agrees that during the term of the Member Contract and thereafter, except as expressly authorized in writing by Employer, Locum (a) will not use or permit the use of Confidential Information (as defined below) in any manner or for any purpose not expressly set forth in the Member Contract; (b) will not disclose, lecture upon, publish, or permit others to disclose, lecture upon, or publish any Confidential Information to any third party without first obtaining Employer’s express written consent on a case-by-case basis; (c) will limit access to Confidential Information to Locum personnel who need to know such information in connection with their work for Employer; and (d) will not remove any tangible embodiment of any Confidential Information from Employer’s premises without Employer’s prior written consent. " Confidential Information " means all information related to Employer’s business and its actual or anticipated research and development or related to a Work Product delivered or agreed to be delivered from Locum to Employer, including without limitation (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the skills and compensation of Employer’s employees, contractors, and any other service providers; (iv) information designated by Employer, either in writing or orally, as Confidential Information, (v) the existence of any business discussions, negotiations, or agreements between Employer and any third party; and (vi) all such information related to any third party that is disclosed to Employer or to Locum during the course of Employer’s business (" Third Party Information "). Notwithstanding the foregoing, it is understood that Locum is free to use information that is generally known in the trade or industry, information that is not gained as a result of a breach of the Member Contract, and Locum’s own skill, knowledge, know-how, and experience. Confidential Information shall not include information that was known to Locum prior to Employer's disclosure hereunder or that becomes publicly available through no fault of Locum.
8. Locum Representations and Warranties
Locum hereby represents and warrants that (a) the Work Product will be an original work of Locum and any third parties will have executed assignment agreement(s) consistent with this Agreement prior to being allowed to participate in the development of the Work Product; (b) the Work Product will fully conform to the requirements and terms set forth on the Site and in the Member Contract; (c) neither the Work Product nor any element thereof will infringe or misappropriate the Intellectual Property Rights of any third party; (d) neither the Job nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, or encumbrances; (e) Locum will not grant, directly or indirectly, any rights or interest whatsoever in the Work Product to third parties; (f) Locum has full right and power to enter into and perform the Member Contract without the consent of any third party; (g) Locum has an unqualified right to grant the license to all Background Technology as set forth in the section titled License to Background Technology; and (h) Locum will comply with all laws and regulations applicable to Locum’s obligations under the Member Contract.
Locum will defend, indemnify, and hold harmless Employer against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against Employer (i) alleging that any Work Product that Locum delivers pursuant to the Member Contract or the Job infringes upon any intellectual property rights, (ii) alleging that any Work Product that Locum delivers pursuant to the Member Contract or the Job misappropriates any trade secrets, of any third party, or (iii) arising from Locum's breach of the terms of this Agreement.
Locum, at its sole cost and expense, will maintain appropriate insurance in accordance with generally accepted industry standards.
Termination with Cause. Either party has the right to terminate the Member Contract immediately in the event that the other party has materially breached the Member Contract and fails to cure such breach within fifteen (15) days of receipt of notice by the non-breaching party, setting forth in reasonable detail the nature of the breach. Such notice must comply with the Dispute Resolution Process set forth in the Terms of Service. Employer may also terminate the Member Contract immediately in its sole discretion in the event of Locum’s material breach of the Sections titled "Intellectual Property Rights," "Competitive or Conflicting Jobs," and "Confidential Information."
Return of Property. Upon termination of the Member Contract or upon Employer’s request at any other time, Locum will deliver to Employer all of Employer’s property together with all copies thereof, and any other material containing or disclosing any Work Product, Third Party Information, or Confidential Information.
Survival. In addition to the provisions of the Terms of Service that will survive, the following provisions will survive termination of the Member Contract: Sections titled "Intellectual Property Rights," "Confidential Information," "Locum Representations and Warranties," "Indemnification," "Return of Property," "Survival," "Exclusion and Limitations of Liability," and "General Provisions."
12. Multi-Employee Locum
Before any Locum’s employee or agent performs services in connection with the Member Contract or has access to Confidential Information, the employee or agent and Locum must have entered into a binding written agreement that contains provisions substantially equivalent to the sections titled "Intellectual Property Rights," "Competitive or Conflicting Jobs," "Confidential Information," and any modifications thereto. Locum agrees (a) that its employees and agents will not be entitled to or eligible for any benefits that Employer may make available to its employees; (b) to limit access to the Confidential Information to employees or agents of Locum who have a reasonable need to have such access in order to perform the services pursuant to the Member Contract; and (c) to be solely responsible for all expenses incurred by any of its employees or agents in performing the services or otherwise performing its obligations under the Member Contract, except as set forth in this Agreement.
13. DISCLAIMER OF WARRANTIES
OTHER THAN THE WARRANTIES EXPRESSLY STATED HEREIN OR IN THE TERMS OF SERVICE, LOCUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY.
14. EXCLUSIONS AND LIMITATIONS OF LIABILITY
EXCEPT FOR A VIOLATION OF SECTION 7 OF THIS AGREEMENT TITLED CONFIDENTIAL INFORMATION, IN NO EVENT SHALL EITHER LOCUM OR EMPLOYER BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THE MEMBER CONTRACT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT FOR A VIOLATION OF SECTION 7 OF THIS AGREEMENT TITLED CONFIDENTIAL INFORMATION AND AS PROVIDED UNDER SECTION 9 OF THIS AGREEMENT TITLED INDEMNIFICATION, IN NO EVENT WILL EITHER LOCUM OR EMPLOYER BE LIABLE TO THE OTHER FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED FOR THE JOB, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, IN AN AMOUNT IN EXCESS OF THE AMOUNT THE EMPLOYER PAID TO THE LOCUM THROUGH THE SITE DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.
SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE DISCLAIMERS, LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
15. General Provisions
Governing Law and Venue. The Member Contract and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of England, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.
Severability. If any provision of the Member Contract is, for any reason, held to be invalid or unenforceable, the other provisions of the Member Contract will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
No Assignment. The Member Contract, and the party’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by either party without the other’s prior written consent, and any attempted Job, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of the Member Contract will be binding upon assignees. Notwithstanding the foregoing, Employer may, without the consent of Locum, assign any rights and obligations under the Member Contract to an entity merging with, consolidating with, or purchasing substantially all its assets or stock. Any permitted assignment of the Member Contract shall be binding upon and enforceable by and against Employer’s and Locum’s successors and assigns, provided that any unauthorized assignment shall be null and void and constitute a breach of the Member Contract.
Notices. Each party must deliver all notices or other communications required or permitted under the Member Contract to the other party by uploading it to the Workroom.
Injunctive Relief. Locum acknowledges that, because its services are personal and unique and because Locum will have access to Confidential Information of Employer, any breach of the Member Contract by Locum would cause irreparable injury to Employer for which monetary damages may not be an adequate remedy and, therefore, will entitle Employer to injunctive relief (including specific performance). The rights and remedies provided to each party in the Member Contract are cumulative and in addition to any other rights and remedies available to such party at law or in equity.
Waiver. Any waiver or failure to enforce any provision of the Member Contract on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Export. Locum agrees not to export, directly or indirectly, any U.K. technical data acquired from Employer or any products utilizing such data, to countries outside England, because such export could be in violation of the English export laws or regulations.
Execution and Delivery; Binding Effect. The parties will evidence execution and delivery of the Member Contract with the intention of becoming legally bound, by accepting the Terms of Service on the Site.
Entire Agreement. The Member Contract is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to the Member Contract, or any waiver of any rights under the Member Contract, will be effective unless uploaded to the Workroom and accepted by Locum and Employer. The terms of the Member Contract will govern all Jobs and services undertaken by Locum for Employer.
B. SITE USAGE POLICY
This Site Usage Policy hereby incorporates by reference all terms, conditions rules, policies and guidelines on the Site, including the rLocums Terms of Service (" Terms of Service "). Capitalized terms not defined in this Site Usage Policy are defined in the Terms of Service.
This Site Usage Policy is effective as of May 4, 2011. Your continued use of the Site after such time will signify your acceptance of this Site Usage Policy. We reserve the right to modify the provisions in this Site Usage Policy without prior notice to you, so please check back often for updates.
rLocums offers individual and business memberships for Locums. If you are an individual and will be the only person associated with your account, you may register as an individual Member or a business Member, free or paid. If your organization consists of more than one person, or if your service is operated or delivered by more than one person, you must register as a business Member, free or paid, and may not register as an individual Member.
rLocums encourages detailed and professional communication between Employers and Locums through the Site. You are required to log onto the Site to manage Jobs and use the Workrooms to maintain an electronic record of all written communication including clarifications and agreements around scope, deliverables, milestones, timeframes, price, feedback on deliverables, requests for revisions, acceptance of deliverables and completion of milestones. You must transcribe into the Workroom all relevant emails, instant messages, telephone or in-person conversations between the Employer and the Locum to maintain a record. If there is a dispute, all written communication on the Site, including Job posting, proposals, usage of the Terms and Change Order features, messages, and any communications transcribed to the Workroom will serve as the record for resolution of the dispute. A communication that is not saved in or copied to the Workroom cannot be submitted as evidence in the rLocums Dispute Resolution process after a dispute is reported.
rLocums provides a designated space in the Locum profile to enter email address, telephone number and instant message IDs. Locums must not enter contact information or solicit private communications in public messages, in Job descriptions, or sections of their rLocums profile outside of the designated Contact Information fields.
POSTING INFORMATION AND CONTENT
You agree to provide true, accurate and complete information whenever you post any information or content on the Site (including but not limited to posting a request for Locum Services, providing a proposal for a posted Job, posting your profile and providing feedback). You agree to update such information whenever it changes. You agree to use good judgment when posting information, remarks or other content regarding other Users, Members, Employers, Locums, rLocums or any other third party. You understand that you may be held legally responsible for damages suffered by other Users, Members, Employers, Locums, rLocums or any third party as a result of legally actionable or defamatory comments, remarks or other information or content which you post to the rLocums Site. Under federal law (specifically, the Communications Decency Act of 1996), rLocums is not legally responsible for any remarks, information or other content posted or made available on its Site by any User or third party, even if such information or content is defamatory or otherwise legally actionable. rLocums is not responsible for and does not monitor or censor content for accuracy or reliability. rLocums reserves the right to remove or restrict access to any information, content or Job posted or made available on the Site in its sole discretion, or if ordered to do so by a court, or if rLocums considers such information or content to be in violation of the rLocums Terms of Service.
You may post a thumbnail image on the Site to accompany your profile. All thumbnails must follow these common guidelines:
You must own the image, or have a license to use, copy, and sublicense the image.
The image must be professional.
Please upload .jpg, .jpeg, or .gif files (40x50 pixels). Animated .gif files are not allowed.
The thumbnail may be left blank.
If you are an individual Member, then in addition to the common guidelines above, your thumbnail image also must follow these guidelines:
The image must be a portrait that is a truthful representation or you (i.e. no stock photos, fakes, or logos).
An avatar of reasonable likeness is acceptable.
Group photos are not acceptable. Please remove other individuals from the photo.
Very small images are not acceptable. You must be identifiable in the image.
If you are a business Member, then in addition to the common guidelines above, your thumbnail image also must follow these guidelines:
The image may be a logo, a portrait of you or your company, or a relevant piece of your work.
If the image is a portrait, it must be a truthful representation (i.e. no stock photos or fakes).
As an Employer, when posting Jobs and hiring Locums, you agree to the following guidelines:
Post Jobs with clear scope, well-defined deliverables and required time frames. Do not hesitate to contact Customer Support for assistance with posting a Job.
Answer clarifying questions from Locums and update the Job description.
Accept a proposal only when it has a clear description of the work, well-defined deliverables and milestones, precise timeframes and payment terms.
Evaluate multiple proposals against criteria important to you, such as a Locum's work experience, education, portfolio, certifications, references, feedback from prior Employers, location, communication style and cost.
Ask the Locum to utilize the Terms feature on the Site to define key milestones and payment schedules.
Ask for the Locum's office hours and standard response times.
Once you have hired for your Job, log onto the Site to manage the Job and use the Workroom as described in the section entitled "Communication."
PROHIBITED JOB POSTINGS
You agree NOT to do the following when you post a Job or transmit information on the Site:
Post any Job, submit any proposal, or otherwise use rLocums to transmit any content or conduct any transaction that would violate any applicable law or regulation in the U.K. and any other country.
Post any Jobs that are fake, posted without the intention to hire or complete the Job, or posted only to receive pricing information.
Post any Jobs that offer commission or equity compensation.
Post any Jobs that request free services.
Post any Job, proposal, deliverable or transmit any content that infringes a third party's intellectual property rights, license rights, the terms and conditions of use of such third party's Web site or copyrighted materials or such third party's rights of publicity or privacy.
Post any Job, proposal, or deliverable or transmit any content related to or containing any adult or sexually explicit material.
Post Jobs related to bulk email or spam, including but not limited to bulk email hosting, scripts, active code, programs, proxies, lists and relay servers.
Post any Job, submit any proposal that violates, or has the potential to violate, the integrity of academic and professional applications, tests and work, for example, by passing off the skills, ideas or words of another as one's own; using another's production or content without crediting the source; presenting as new and original, ideas or products derived from an existing source; presenting fabricated facts, persons or sources as real.
PROHIBITED SITE ACTIVITIES
You agree NOT to do any of the following on the Site:
Post false or misleading information about a product, service or service request.
Post logos, seals or slogans from third parties on the Site unless such material is provided by rLocums or an rLocums partner, or you have received express written permission from rLocums to display such third- party logo, seal or slogan.
Post or transmit any content that is profane, vulgar, racist, offensive, threatening, harmful, abusive, defamatory or disparaging.
Post or transmit unprofessional or offensive comments about a User, Member, Locum, Employer, rLocums, or any third party.
Suggest or solicit another User to contact you directly in order to buy or sell services outside of rLocums.
Post or introduce software on the Site that: (i) is designed to disrupt, disable, harm or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of this Site or any other software, firmware, hardware, computer system or network (sometimes referred to as "viruses" or "worms"); (ii) would disable or impair this Site or any other software, firmware, hardware, computer systems or networks in any way where such disablement or impairment is caused by the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral (sometimes referred to as "time bombs," "time locks" or "drop dead" devices); (iii) would permit you or any other person to access this Site or any other software, firmware, hardware, computer systems or networks to cause such disablement or impairment or transmit information (sometimes referred to as "traps," "access codes," or "trap door" devices, or "spyware"); or (iv) which contains any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations.
Access, tamper with or use non-public or non-authorized areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
Tamper with postings of other Users, Members or rLocums.
Solicit or gather any User's or Member's information available from the Site, such as other usernames and email addresses, for any commercial or business purposes or to transmit any unsolicited advertising, junk mail, spam or chain letters.
Do anything which would create or impose an unreasonable or disproportionately large burden or load on the Site.
Use robots, spiders, scrapers or other automated means to access information in our Site for any purpose without express written permission from rLocums.
Frame or link to the Site except as permitted in writing by rLocums.
Impersonate or misrepresent your affiliation with any person or entity.
Require or request that a Locum deliver a free mock-up or proof of concept as part of a proposal submission or as a condition to consideration of a proposal.
Repeat any action after you receive warning or request to desist from rLocums, whether or not that action is explicitly prohibited in the policies stated on the Site.
Fail to respond to an email from rLocums regarding violation, dispute or complaint within two business days.
Use the Site if you are not able to form legally binding contracts, are under age or are temporarily or indefinitely suspended from our Site.
Take any action that may undermine the feedback or ratings systems (such as importing or exporting feedback information off the Site, or using feedback as an extortion mechanism).
Copy, modify or distribute content from the Site, except for your own information and use, without the prior express written permission from rLocums.
Select an Employer or hire a Locum on the basis of religion, sex or race.
Violate a request by rLocums to not post Jobs deemed by rLocums in its sole discretion to be contrary to the interests of the Site or the rLocums User community.
Registering to Provide Services
If you wish to provide services through rLocums, you must complete the Locum registration process, pass the rLocums admission test, and select a membership program. You agree to provide true, accurate, complete information and to update such information to maintain its truthfulness, accuracy and completeness. For purposes of your rLocums registration information, your true, accurate, complete location is the primary place from which your Locum Services are rendered. Misleading information about your location is not allowed on rLocums. At the beginning of your membership application, and from time to time thereafter, your Account may be subject to verification as well as editorial and feedback reviews. rLocums can suspend or terminate your Account upon the discovery that any information you provided or posted is not true, accurate or complete, or as a result of other violations of the rLocums Terms of Service.
As a Locum, you agree to follow these guidelines when you submit a proposal:
Provide proposals only for Jobs that you are a good fit for and you can complete within the Employer's time frames.
Help the Employer clarify his or her needs and fully develop the Job scope and deliverables.
Write a specific, detailed proposal with clear scope, deliverables and milestones.
Set expectations that you can meet or exceed.
Specify payment terms that tie to the completion of milestones.
Specify how change orders will be handled.
Specify how warranty work will be handled.
Submit an accurate proposal reflecting your understanding of the scope of the Job and the amount of time/effort you plan to commit in order to provide high Employer satisfaction.
Inform the Employer of your office hours and committed response time.
Submit a new proposal when needed to reflect any changes to price, delivery date or approach, prior to the end of the proposal period.
Not submit unreasonably low proposal prices or test proposals. If you wish to submit a proposal but require more information about the Job, post a message in the Public Messages area to request more information, indicating your assumptions regarding the Job scope in your proposal and making explicit that you will update the proposal once you receive more information.
Not submit proposals that are made with the intent to commit fraud.
Not submit boilerplate, placeholder or generic proposals.
Not offer your services in exchange for good feedback or for free.
Job Fulfillment Guidelines
You agree to the following Job fulfillment guidelines:
Once you have been hired for a Job, log onto the Site to manage the Job and use the Workroom to maintain an electronic record of all written communication between you and the Employer.
Use the Workroom to record your understanding of the scope, deliverables, milestones, time frames, price, feedback, revisions, schedule changes, vacation, availability, delays, acceptance of deliverables, and completion of milestones.
Transcribe relevant emails, instant messages, telephone or in-person conversations between you and the Employer into the Workroom to maintain a record of what is agreed.
If there is a dispute, the data that you enter on the Site and the contents of the Workroom will constitute the sole and exclusive record of facts and evidence for resolution of the dispute.
Inform the Employer if a committed deliverable will be missed, offering an explanation and proposing a revised date.
Inform the Employer if you will be unavailable for more than one business day.
If you are unable to complete the Job, alert Customer Support so that rLocums is aware of the situation and can offer assistance to the Employer.
Respond promptly, within 1 business day, to all Job-related communication, whether from the Employer or from rLocums.
Audit Provisions and Record Keeping
For a period of one year after accepting each Job, you agree to keep and maintain complete and accurate records related to the Locum Services that you perform for your Employer, including the service description, the proposal and payment terms, and information on all repeat or follow-on Locum Services performed for each Employer originated on rLocums. If questions arise regarding services rendered, work performed or fees due to rLocums, you agree to provide copies of these records and other relevant documentation to rLocums within 20 days of rLocums’s request.
RATING, RECOMMENDATION AND FEEDBACK SYSTEM
Always leave objective balanced feedback about the Users with whom you have transacted. You acknowledge and agree that the Site contains public feedback from Users with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by other Users and that rLocums may calculate a composite feedback number based on these individual ratings. Locums agree to be rated by Employers along several criteria, as determined by rLocums. rLocums provides its feedback and rating system as a means through which Users can express their opinions publicly, and rLocums does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to rLocums's attention. You may be held legally responsible for damages suffered by other rLocums Users or third parties as a result of your remarks if a court finds that your remarks are legally actionable or defamatory. Under federal law, rLocums is not legally responsible for any feedback or comments posted or made available on this Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable.
You agree to report violations or abuses of our rating and feedback system immediately by contacting Customer Support , and agree not to take any actions that undermine the integrity of the feedback system, including but not limited to the following:
Leaving feedback for yourself, using a secondary username or another Member’s username.
Leaving fake or inaccurate feedback for another User or Member.
Soliciting other rLocums Members to leave fake or inaccurate feedback.
Threatening to leave negative feedback to induce another User or Member to perform a task not required by the Member Contract.
Withholding deliverables or funds required by the Member Contract to induce another User or Member to leave positive feedback or no feedback.
Feedback solicitation such as offering to sell or buy services in exchange for good feedback, trading feedback undeservedly or buying feedback.
In order to protect the integrity of the feedback system and protect Users from abuse, rLocums will investigate and has the right (but is under no obligation) to remove posted feedback or information under the following scenarios:
It seeks to elicit or solicit any User's contact information, such as other Users' email addresses, for any non-rLocums related commercial or business purposes, or to transmit any unsolicited advertising, "junk mail," "spam," or "chain letters."
It contains language that is profane, vulgar, or racist or contains adult material. Insulting or inflammatory feedback is strongly discouraged but will not be removed.
It is shown to have been left by any User who is in violation of rLocums's Eligibility requirements, or by or for a User who has conducted any fraudulent transaction.
It is not directly related to transactions conducted through rLocums.
It makes any reference to actions taken or purported to be taken by rLocums or any law enforcement organization.
rLocums is provided with a ruling or settlement agreement from a valid and certified dispute resolution service, or is provided with a court order finding that the feedback or information posted is slanderous, libelous, defamatory or otherwise illegal.
The User who posted the feedback or information provided rLocums with false contact information during the transaction period (as verified by rLocums) and cannot be contacted by rLocums.
The User who posted the feedback or information is participating in an rLocums transaction with the intent of leaving feedback as part of a campaign to harass rLocums member(s) (as verified by rLocums).
The User who posted the feedback or information informs rLocums that it was intended for another User and posts the feedback or information for the appropriate User. This does not apply to feedback that was mistakenly marked negative instead of positive or vice versa, in which case the User can contact Customer Support to file a feedback review request.
If you wish to report a violation of the Terms of Service, have any questions or need assistance, please contact rLocums Customer Support as follows: