(a) The Supplier operates an online platform via https://medimatch.io/ (the "Platform") and other channels and provides other ancillary offerings to candidates. The Platform, amongst other things, connects healthcare providers and candidates with each other, to match the right person with the right job.
(b) The Supplier shall provide the Customer with access to the Platform as further described in Schedule 1 and the Customer shall pay the Charges.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services by the Supplier, as set out in the order form, and in the case of the Charges due for any additional Tiers, shall mean the applicable charges for those Tiers as at the time of the activation of such additional 30 days.
Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 13 (General) (inclusive).
Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance with the Contract Details, these Conditions and any Schedules and in the event of any conflict or ambiguity between the terms of the documents listed, priority shall be given in that order.
Healthcare Provider: a healthcare provider using the Platform to recruit Talent.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Placement: any form of employment, temporary employment, contracting or other use of Talent by the Customer or an undertaking affiliated with the Customer.
Platform: has the meaning in the background provisions above.
Representatives: the representatives of each Party identified in the Contract Details.
Services: the services to be provided by the Supplier as described in Schedule 1.
Services Start Date: the day on which the Supplier is to start provision of the Services, as set out in the Contract Details.
Talent: a job-seeking candidate using the Platform to find employment.
Tiers: a category of Talent based on job role and the field of work in which they operate.
(a) is a reference to it as amended, extended or re-enacted from time to time; and
(b) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
The parties shall comply with their data protection obligations as set out in Schedule 3 (Data Protection).
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 13.3; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(a) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 13.10.2(a), business hours means 9.00am to 5.00pm on Business Day in the place of receipt.
The Supplier agrees to make available Talent Personal Data to the Customer in the UK. The Customer agrees to use Talent Personal Data within the UK on the terms set out in this Schedule.
The following additional definitions apply in this Schedule.
Agreed Purpose: has the meaning given to it in clause 2 of this Schedule.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner and applicable to a party.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
Personal Data Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Talent Personal Data.
Special Categories of Personal Data: the categories of Personal Data set out in the Data Protection Legislation.
Subject Rights Request: the exercise by a data subject of their rights under the Data Protection Legislation.
Talent Personal Data: Personal Data made available via the Platform which identifies and relates to Talent.
(a) Name, address, and contact information
(b) Information relating to background, employment, experience, qualifications and education
(a) Racial or ethnic origin;
(b) Political opinions;
(c) Religious or philosophical beliefs;
(d) Trade-union membership;
(e) Data concerning a natural person's physical or mental health or condition, sex life or sexual orientation.
(a) on termination of the Contract;
(b) on expiry of the term of the Contract; or
(c) once Processing of the Talent Personal Data is no longer necessary for the purposes it was originally accessed, as set out in 2.3.
(a) subcontracting the processing of Talent Personal Data; and
(b) granting a third party Controller access to the Talent Personal Data.
(a) complies with the provisions of the Data Protection Legislation in the event the third party is a joint controller; and
(b) ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferee otherwise complies with the Customer's obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any Talent Personal Data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
(a) prevent (i) unauthorised or unlawful processing of the Talent Personal Data; and (ii) the accidental loss or destruction of, or damage to, the Talent Personal Data
(b) ensure a level of security appropriate to (i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and (ii) the nature of the Talent Personal Data to be protected.
If during the term of this Contract the Data Protection Legislation change in a way that this Schedule is no longer adequate for the purpose of governing lawful data sharing exercises, the parties agree that they will negotiate in good faith to review the provisions of this Schedule in the light of the changes.