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XTRAS

TEMP TERMS OF USE

1. The Terms of Use

1.1 These Terms of Use set out the entire agreement between AO and the Temp for the engagement of the Temp by AO to provide work and services for the Client using the Xtras App.

1.2 Please read these Terms of Use carefully before using the Xtras App. By using the Xtras App, you indicate that you accept these Terms of Use and that you agree to abide by them. If you do not agree to these Terms of Use, please refrain from using the Xtras App.

1.3 AO may change these Terms of Use from time to time. AO shall notify the Temp of any change by posting them on the Xtras App or through other reasonable means of providing notice. Any changes to the Terms of Use will come into force on the date stated in the notice which will not be less than ten days from when notice is given. If the Temp uses the Xtras App after this, the Temp will be taken to have agreed to the changes.

1.4 Interpretation

1.5 In these Terms of Use:

“AO” means A.O. Limited a company incorporated in Israel and with a place of business at Wework Paddington, 2 Eastborne Terrace, London W2 6LG;

“Assignment” means the working arrangement agreed between the Client and a Temp on the Xtras App, including the Rate of Pay, and location and scope of work;

“AWR 2010” means the Agency Workers Regulations 2010 (SI 2010/93);

“Client” means the person, firm or company using the Xtras App to search for and engage Temps;

“Fees” meansthe fees payable by the Client to AO in respect of a Temp;

“Rate of Pay” means the rate of pay that will be paid to the Temp which is the hourly rate of pay agreed between the Client and the Temp, subject to any deductions that AO is required to make by law. Such rate will be paid for each hour worked during an Assignment (to the nearest hour), in accordance with clause 6;

“Temp” means an individual worker who is a user of the Xtras App and whose details the Client has viewed on the Xtras App, and whom the Client wishes to engage to provide services to the Client, not as an employee of the Client but who is deemed to be an agency worker for the purposes of the AWR 2010; and

“Xtras App” means AO’s website and mobile app for recruiting and matching job seekers and employers for hospitality and events.

1.6 In these Terms of Use:

1.6.1 clause headings are inserted for ease of reference only and do not affect construction;

1.6.2 words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing bodies corporate, corporations, unincorporated associations and partnerships and vice-versa, words importing the singular shall be treated as importing the plural and vice-versa, and words importing whole shall be treated as including a reference to any part thereof.

2. Status of this agreement

2.1 These terms set out the entire agreement between AO and the Temp for the supply of services to the Client and shall govern all Assignments undertaken by the Temp. No contract shall exist between AO and the Temp between Assignments.

2.2 AO acts as an employment business in relation to the introduction and supply of Temps to Clients. The agreement between AO and the Temp is a contract for services and not a contract of employment.

3. Xtras App

3.1 AO shall make the Xtras App available to the Client and to the Temp so that:

3.1.1 the Temp can search for, and apply for, Assignments offered by the Client on the Xtras App;

3.1.2 the Client can use the Xtras App to search for Temps who meet the Client’s requirements;

3.1.3 the Client and Temps can track and update the status of each Assignment;

3.1.4 an electronic invoice can be generated for the Client; and

3.1.5 AO can make payment to the Temp.

3.2 The Temp may use the Xtras App only for lawful purposes. The Temp must not use the Xtras App in any way that breaches any applicable local, national or international law or regulation or in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

3.3 The Temp uses the Xtras App at the Temp’s own risk and AO is under no obligation to provide the Temp with any technical support or to correct any errors, although AO reserve the right to do so. If the Temp experiences any difficulty using the Xtras App, the Temp can contact AO by email at support@xtr.as and AO shall endeavour to respond to the Temp’s enquiry.

4. Security

4.1 The Temp is responsible for maintaining the confidentiality of the Temp’s account details, including any user ID, passwords or any other piece of information that forms part of our security procedures, and the Temp must not disclose these to any third party. The Temp is responsible for all activity under the Temp’s account even if someone else uses the Temp’s account. The Temp authorises AO to act on instructions received under the Temp’s account and AO will not be liable for any loss that the Temp might suffer through following such instructions whether by the Temp or another person.

5. Temps

5.1 The Temp warrants that the Temp:

5.1.1 is not less than 18 years of age;

5.1.2 has the right to work in the UK;

5.1.3 has no criminal record;

5.1.4 has the experience, training, qualifications and authorisation which the Client requires for the Assignment; and

5.1.5 will not hold itself out as an employee, agent or partner of AO.

5.2 Once the Temp is engaged by a Client on an Assignment the Temp shall:

5.2.1 co-operate with AO in the completion and renewal of all mandatory checks, including in relation to the Temp’s right to work in the UK;

5.2.2 co-operate with the Client's reasonable instructions and accept the direction, supervision and control of any responsible person in the Client's organisation;

5.2.3 comply with all relevant statutes, laws, regulations and codes of practice from time to time in force in the performance of an Assignment and applicable to the Client's business;

5.2.4 comply with the Client's health and safety policy whilst the Temp is on the Client’s premises or any of the Client's customers' premises;

5.2.5 take all reasonable steps to safeguard their own health and safety and that of any other person who may be present or be affected by their actions on the Assignment;

5.2.6 comply with a restriction not to disclose any confidential information of the Client or any of the Client’s customers which they may acquire during the course of the Assignment; and

5.2.7 not engage in any conduct detrimental to the interests of AO or the Client.

5.3 AO shall take reasonably practicable steps to ensure the Client supplies the following information to the Temp when the Client offers an Assignment on the Xtras App:

5.3.1 the identity of the Client and nature of its business;

5.3.2 the commencement date and duration of the Assignment;

5.3.3 the position and location of the Assignment and the scope of the work;

5.3.4 the hours the Temp would be required to work and the hourly rate of pay;

5.3.5 any health and safety risks known to the Client and steps taken to prevent or control any such risks; and

5.3.6 the experience, training, qualifications and authorisation which the Client requires for the Assignment.

5.4 If, either before or during the course of an Assignment, Temp becomes aware of any reason why they may not be suitable for an Assignment, they shall notify the Client and AO without delay.

5.5 The Temp acknowledges that it is for the Client to ensure that:

5.5.1 the working environment at any of its premises in or at which a Temp is engaged shall comply with all applicable health and safety laws and regulations;

5.5.2 the Temp has access to the same collective facilities and amenities that the Client's other staff have access to; and

5.5.3 if an Assignment lasts twelve weeks or more, or back to back Assignments cumulatively last twelve weeks of more, the Temp enjoys the same terms and conditions as other comparable staff including in relation to basic pay (including holiday pay, overtime, bonuses, commission), working time, night work, rest breaks and annual leave.

5.6 If the Client notifies AO that the Temp is unsuitable to perform the Assignment, or that the Client is dissatisfied with the Temp, then AO shall notify the Temp of that fact.

5.7 If AO notified the Temp in accordance with clause 5.6:

5.7.1 within 24 hours of the commencement of the Assignment, then the Assignment will immediately terminate and the Temp shall not be entitled to any pay in respect of the Assignment, and

5.7.2 in all other cases the Assignment shall terminate at the end of the day on which the Temp was notified, and the Temp shall be entitled to be paid at the Rate of Pay in accordance with clause 6 up to the date of such termination.

6. Payment

6.1 Within 24 hours following completion of the Assignment, the Temp shall submit to AO by email to office@xtr.as a report of the hours worked by the Temp on the Assignment (“time sheet”). AO shall also receive from the Client a record of the hours worked on the Assignment.

6.2 Subject to the Temp submitting properly authorised time sheets in accordance with clause 6.1, AO shall pay the Rate of Pay to the Temp for all hours worked on a weekly basis regardless of whether AO has received payment from the Client for those hours.

6.3 The Rate of Pay shall include employer’s National Insurance contributions and, where legally required, holiday leave to which the Temp is entitled under the Working Time Regulations and, where applicable, the AWR 2010 which is accrued during the course of an Assignment.

6.4 Where the Temp fails to submit a time sheet, any payment due to the Temp may be delayed while AO investigates what hours, if any, were worked by the Temp. AO shall make no payment to the Temp for hours not worked.

6.5 In the event of any discrepancy between the hours of work recorded by the Temp and by the hours of work recorded by the Client, AO shall conduct an enquiry and payment of the Temp may be delayed whilst it investigates the number of hours worked by the Temp. Once AO has resolved the matter and made a determination, AO shall pay the Temp the Rate of Pay.

6.6 The Temp acknowledges and accepts that it could be a criminal offence under the Fraud Act 2006 to falsify any time sheet, for example by claiming payment for hours that were not actually worked.

7. Cancellation

7.1 Once the Client has booked a Temp via the Xtras App AO or the Client may cancel or amend (subject to Temp availability) the booking up to 24 hours prior to the original scheduled start time. If a cancellation or amendment is made within 24 hours of the original scheduled start time an automatic charge of the full number of hours booked at the agree rate which shall be paid by AO to the Temp.

7.2 If the Temp has been booked by a Client via the Xtras App but is for any reason unable to attend the Assignment, the Temp may cancel the booking up to 24 hours prior to the original scheduled start time. Late cancellation of an Assignment by the Temp may have a detrimental effect on the Temp’s rating on the Xtras App.

7.3 If the Temp fails to notify the Client of the Temp’s inability to attend an Assignment on more than two occasions, the Temp’s use of the Xtras App may be suspended or blocked at AO’s sole discretion.

8. Term and termination

8.1 This agreement will become effective once the Temp clicks “Accept” and shall remain in effect for the duration of the Temp's use of the Xtras App. The Temp shall in any event be deemed to have accepted the terms of this agreement by virtue of using the Xtras App.

8.2 Unless otherwise agreed in writing either party may terminate this agreement at its sole discretion at any time without reason upon written notice by email to office@xtr.as. Termination of this agreement will automatically result in the Temp no longer having access to the Xtras App.

8.3 The Temp acknowledges that if their access to the Xtras App is revoked or closed (including a period of suspension) then the Temp shall no longer have access to any data, messages, files, payment information or other data stored on the Xtras App, and that such data may be deleted.

8.4 The Temp acknowledges that the continuation of an Assignment is subject to and dependent on the continuation of the agreement entered into between AO and the Client. If that agreement is terminated for any reason, the Assignment shall cease with immediate effect without liability to the Temp, except for payment for work done up to the date of termination of the Assignment.

8.5 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

8.6 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

9. Disclaimer

9.1 AO provides the Xtras App on an “as is” and “as available” basis with all faults. AO does not guarantee that the Temp will be able to access or use the Xtras App at times or locations of the Temp’s choosing.

9.2 To the maximum extent permitted by applicable law, AO expressly excludes all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity, including without limitation implied conditions and warranties that the Xtras App and its contents are of satisfactory quality, accurate, complete, current, not misleading, fit for a particular purpose or non-infringing.

9.3 The Temp is engaged under the supervision, direction or control of the Client and AO shall not be liable for any loss or damage arising from any act or omission of the Client whether wilful, negligent or otherwise.

10. Liability

10.1 Subject to clause 10.1, AO shall not be liable whether in contract, tort, negligence or otherwise for any loss or damage arising from or in connection with any Assignment or the use or inability to use the Xtras App and AO’s liability shall be limited to payment to the Temp of pay at the Rate of Pay in respect of Assignments properly completed by the Temp in accordance with this agreement.

10.2 Nothing in these Terms of Use shall limit or exclude the liability of AO for death or personal injury caused by AO’s own negligence or fraud or fraudulent misrepresentation.

11. Indemnity

11.1 The Temp shall indemnify and keep indemnified AO against any damages, costs, claims or losses incurred or suffered by AO arising from or in connection with:

11.1.1 any breach of this agreement by the Temp or any negligent or fraudulent act or omission by the Temp;

11.1.2 any tax related claims and any related liability of any kind arising from the Temp’s engagement by the Client;

11.1.3 any employment related claims made by a Temp including (but not limited to) unfair dismissal, discrimination, whistleblowing, a claim under the AWR 2010, or any other claims concerning the termination of the Temp's engagement or the Client's failure to comply with its payment obligations in respect of its engagement of the Temp.

12. Confidentiality

12.1 Temp shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of AO or the Client (except for information which is in or enters the public domain other than by breach of this clause), save as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority and shall not use any of AO’s or the Client’s confidential information for any purpose other than to perform its obligations under this agreement.

13. Intellectual property rights

13.1 The Temp acknowledges that all intellectual property rights in relation to the Xtras App are and shall remain vested in AO and that the Temp shall acquire no rights in relation to the Xtras App other than to use it in accordance with the terms of this agreement.

14. Data protection

14.1 The Temp consents to AO and the Client holding and processing data relating to the Temp for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" as defined in the Data Protection Act 1998 relating to them including, as appropriate:

14.1.1 information about their physical or mental health or condition to monitor sick leave and take decisions as to their fitness for work;

14.1.2 their racial or ethnic origin or religious or similar beliefs to monitor compliance with equal opportunities legislation;

14.1.3 information relating to any criminal proceedings in which they have been involved for insurance purposes and to comply with legal requirements and obligations to third parties.

14.2 The Temp consents to AO making such information available to the Client, those who provide products or services to AO (such as advisers), regulatory authorities, and potential purchasers of AO or any part of its business.

14.3 The Temp consents to the transfer of such data outside the European Economic Area for the purposes connected with the performance of this agreement.

15. General

15.1 Each party warrants that it has full capacity and authority to enter into and perform this agreement.

15.2 The Temp shall not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without AO’s prior written consent.

15.3 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

15.4 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

15.5 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.

15.6 No one other than a party to this agreement shall have any right to enforce any of its terms.

15.7 If any part of these Terms of Use shall be unlawful or unenforceable for any reason, this shall not affect the remainder of these Terms of Use and that part shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect.

15.8 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

15.9 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Version: 1-Mar-17