Terms and Conditions for App
This page tells you the terms on which you may use our application, whether as registered user or guest. Please read carefully before use.
By using the app, you accept the terms and agree to obey them. If you don't accept them, please don't use the app.
2.Who We Are
Fill It app is operated by Fill It Technologies Ltd, a UK Limited company registered in England under company number 11303338.
Some important details about us:
Our registered office is at: 71-75 Shelton Street, Covent Garden, London WC2H 9JQ
3.Use of the App
You have permission for temporary use of the app, but we can withdraw or change our service at any time without telling you and without being legally responsible to you.
You must treat all identification codes, passwords and other security information as confidential. If we think you have failed to keep confidentiality, we are allowed to disable any security information (including your passwords and codes).
You agree to follow our acceptable use policy as set out below.
If you allow anyone else to use our app, you must make sure that they read these terms first, and that they follow them.
Only use the app as allowed by law and these terms. If you don't, we may suspend your usage, or stop it completely.
We frequently update the app and make changes to it, but we don't have to do this, and material on the site may be out-of-date. No material on the site is intended to contain advice, and you shouldn't rely on it. We exclude all legal responsibility and costs for reliance placed on the site by anyone.
By using the app, you agree to us handling this information and confirm that the data you provide is accurate.
If you use our app to engage contractors then it will be pursuant to our Client Terms and Conditions.
If you use our app as a contractor, then your access may be suspended or terminated if: a) you receive consistent poor performance reviews from clients; and / or b) you fail to attend or cancel 3 or more shifts within any 30 day period.
We operate a referral scheme – in the event that you refer another contractor user to our app who goes on to complete 160 hours of work with clients within 60 days of their first booking, you are entitled to a referral payment, the details of which are available on request.
Where you use our app as a contractor, you will be paid for any work you secure through the app.
In relation to any work you obtain through our app, you are an “independent contractor”, which means that neither the company you provided the services to (the “Client”) nor Fill It Technologies Ltd will be your employer. You are not our employee, worker, agent or partner, nor are you an employee, worker, agent or partner of the Client.
You are responsible for all your own tax including any national insurance contributions arising from you providing services through our app.
As a self-employed contractor, you must be registered with the Construction Industry Scheme (“CIS”). Either the Client or us will make CIS deductions from the pay you receive for services rendered. This will not impact the total payment you are due.
4.Intellectual Property Rights
We are the owner or licensee of all intellectual property rights in the app (for example the copyright and any rights in the designs) and in any of the material posted on it. They are protected by copyright.
You may not reproduce any part of the app for commercial use without a licence from us. You must not alter anything, or use any illustrations, video, audio or photographs separately from the text that goes with them.
If you breach these terms, you lose your right to use our app, and must destroy or return any copies you have made.
5.Our Legal Responsibility to You
We do not guarantee the accuracy of material on our app. As far as legally possible, we exclude legal responsibility for the following:
Any loss to you arising from the use of our app
Loss of income, profit, business, data, contracts, goodwill or savings.
We also exclude, as far as legally possible, all terms and warranties or promises implied by law or by statutes.
We don't exclude legal responsibility for death or personal injury owing to our negligence, or legal responsibility for fraud or fraudulent misrepresentation, or for anything else where exclusion is not allowed by the law.
6.Uploading to our Site
If you contact other users of our app or upload material to it, you must follow our acceptable use policy, which sets out standards for usage. You agree to reimburse us for any costs or expenses we incur as a result of any breach of this term.
Material that you upload will be regarded as non-confidential and not owned. This means that we can copy it, distribute it, and show it to other people for any purpose. You agree that if anyone else claims to own the material, or says that it breaches their rights, we can give them your identity.
We won't be legally responsible to anybody for the accuracy of material that you upload to the app, and we can remove it at any time if we think it doesn't follow our acceptable use policy.
If you do anything which is a criminal offence under a law called the Computer Misuse Act 1990, your right to use the site will end straightaway. We will report you to the relevant authorities and give them your identity.
Examples of computer misuse include introducing viruses, worms, Trojans and other technologically harmful or damaging material.
You mustn't try to get access to our site or server or any connected database or make any 'attack' on the site. We won't be legally responsible to you for any damage from viruses or other harmful material that you pick up via our site.
We change these terms from time to time and you must check them for changes because they are binding on you.
You have the right to make a complaint at any time to the Information Commissioner's Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance. It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.
9.2 What we may collect
9.2.1 Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).
9.2.2 We may collect, use, store and transfer different kinds of personal data about you which we have grouped together as follows:
- Identity Data includes first name, last name, username or similar identifier. When you email, phone, live chat or otherwise, we may collect information such as your first name, last name, email address and phone number.
- Contact Data includes billing address, invoicing address, email address and telephone numbers.
- Financial Data includes bank account and payment card details.
- Transaction Data includes details about payments and other details of the services you have purchased from us.
- Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access our app.
- Profile Data includes your username and password, reservations made by you, your interests, preferences, feedback and survey responses.
- Usage Data includes information about how you use our app or services.
- Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.
- Interaction Data includes any information that you might provide to any discussion forums.
- Third Parties and Information we receive from other sources. We may receive information about you if you use any of the other websites we operate or through the services we provide. In this case, we will have informed you when we collected that data that it may be shared internally and combined with data collected on our app. We are also working closely with third parties (including, for example, business partners, suppliers, sub-contractors, advertising networks, analytics providers, and search information providers) and may receive information about you from them.
9.3 Under GDPR, we will ensure that your personal data is processed lawfully, fairly, and transparently, without adversely affecting your rights. We will only process your personal data if at least one of the following bases applies:
9.3.1 You have given consent to the processing of your personal data for one or more specific purposes;
9.3.2 processing is necessary for the performance of a contract to which you are a party or in order to take steps at the request of you prior to entering into a contract;
9.3.3 processing is necessary for compliance with a legal obligation to which we are subject;
9.3.4 processing is necessary to protect the vital interests of you or of another natural person;
9.3.5 processing is necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller; and/or
9.3.6 processing is necessary for the purposes of the legitimate interests pursued by us or by a third party such as our financial payments, except where such interests are overridden by the fundamental rights and freedoms of the data subject, in particular where the data subject is a child.
9.5 In some instances, it may be appropriate for us to combine your information with other information that we may be holding about you, such as combining your name with your geographic location or your browsing or purchasing history.
9.6 We (or third party data processors, agents and sub-contractors acting on our behalf) may collect, store and use your personal information by way of different methods to collect data from and about you including through:
Direct interactions. You may give us your information by filling in forms via our app or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when you:
a) present app content;
b) use any of our services;
c) create an account on our app;
d) subscribe to our services or publications;
e) request marketing to be sent to you;
f) enter a competition, promotion or survey; or
g) give us some feedback.
9.7 In addition to the above, we may use the information in the following ways:
a) To personalise your experience and to allow us to deliver the type of content and product offerings in which you are most interested.
b) To administer a contest, promotion, survey or other site feature.
c) If you have opted-in to receive our e-mail newsletter, we may send you periodic e-mails. If you would no longer like to receive promotional e-mail from us, please refer to the "How can you opt-out, remove or modify information you have provided to us?" section below. If you have not opted-in to receive e-mail newsletters, you will not receive these e-mails. Visitors who register or participate in other site features such as marketing programs and 'members-only' content will be given a choice whether they would like to be on our e-mail list and receive e-mail communications from us.
d) Present content effectively to you.
e) Provide information, and services that you request, or (with your consent) which we think may interest you.
f) Carry out our contracts with you.
g) Provide the relevant services to you
h) Tell you our charges.
9.8 If you are already our client, we will only contact you electronically about things similar to what was previously sold to you.
9.9 If you are a new client, you will only be contacted if you agree to it.
9.10 We may keep a record of those links which are used the most to enable us to provide the most helpful information, but we agree to keep such information confidential and you will not be identified from this information.
9.11 In addition, if you don't want us to use your personal data for any of the other reasons set out in this section in 5, you can let us know at any time by contacting us at [email protected], and we will delete your data from our systems. However, you acknowledge this will limit our ability to provide the best possible products services to you.
9.12 In some cases, the collection of personal data may be a statutory or contractual requirement, and we will be limited in the products services we can provide you if you don't provide your personal data in these cases.
9.13 We will only use your personal data when the law allows us to. Most commonly, we will use your personal data in the following circumstances:
a) Where we need to perform the contract we are about to enter into or have entered into with you.
b) Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
c) Where we need to comply with a legal or regulatory obligation
9.14 Generally we do not rely on consent as a legal basis for processing your personal data other than in relation to our marketing communications or sending third party direct marketing communications to you via email or text message. You have the right to withdraw consent to marketing at any time by contacting us at [email protected], and we will either delete your data from our systems or move your data to our "unsubscribe list". However, you acknowledge this will limit our ability to provide the best possible services to you.
9.16 Where we use providers based in the US, we may transfer data to them if they are part of the Privacy Shield which requires them to provide similar protection to personal data shared between Europe and the US. For further details, see the European Commission: EU-US Privacy Shield.
9.17 Data security is of great importance to us, and to protect your data we have put in place suitable physical, electronic and managerial procedures to safeguard and secure data collected through our app. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.
9.18 We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.
9.19 By giving us your personal data, you agree to this arrangement. We will do what we reasonably can to keep your data secure.
9.20 Any payments made by you, will be encrypted.
9.21 We maintain a high level of security. Notwithstanding the security measures that we take, it is important to remember that the transmission of data via the internet may not be completely secure and that you are advised to take suitable precautions when transmitting to us data via the internet and you take the risk that any sending of that data turns out to be not secure despite our efforts.
9.22 If we give you a password upon registration on our app, you must keep it confidential. Please don't share it.
9.23 We will keep personal data for as long as is necessary which is usually the life of our relationship and up to a period of seven years after our relationship has ended. We may, however, be required to retain personal data for a longer period of time to ensure we comply with our legislative and regulatory requirements. We review our data retention obligations to ensure we are not retaining data for longer than we are legally obliged to.
9.24 We are allowed to disclose your information in the following cases:
a) If we want to sell our business, or our company, we can disclose it to the potential buyer.
b) We can disclose it to other businesses in our group.
c) We can disclose it if we have a legal obligation to do so, or in order to protect other people's property, safety or rights.
d) We can exchange information with others to protect against fraud or credit risks.
9.26 Under the GDPR, you have the right to:
- request access to, deletion of or correction of, your personal data held by us at no cost to you;
- request that your personal data be transferred to another person (data portability);
- be informed of what data processing is taking place;
- restrict processing;
- object to the processing of your personal data; and
- complain to a supervisory authority.
9.27 You also have rights with respect to automated decision-making and profiling as set out in section 10 below.
9.28 You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes.
10. Applicable Law
10.1 The Parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this Agreement or any breach of it.
10.2 If any such dispute cannot be settled amicably through ordinary negotiations between the Parties, or either or both is or are unwilling to engage in this process, either Party may propose to the other in writing that structured negotiations be entered into with the assistance of a fully accredited mediator before resorting to litigation.
10.3 If the Parties are unable to agree upon a mediator, or if the mediator agreed upon is unable or unwilling to act and an alternative mediator cannot be agreed, any party may within 14 days of the date of knowledge of either event apply to LawBite to appoint a mediator under the LawBite Mediation Procedure.
10.4 Within 14 days of the appointment of the mediator (either by mutual agreement of the Parties or by LawBite in accordance with their mediation procedure), the Parties will meet with the mediator to agree the procedure to be adopted for the mediation, unless otherwise agreed between the parties and the mediator.
10.5 All negotiations connected with the relevant dispute(s) will be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings.
10.6 If the Parties agree on a resolution of the dispute at mediation, the agreement shall be reduced to writing and, once signed by the duly authorised representatives of both Parties, shall be final and binding on them.
10.7 If the Parties fail to resolve the dispute(s) within 60 days (or such longer term as may be agreed between the Parties) of the mediator being appointed, or if either Party withdraws from the mediation procedure, then either Party may exercise any right to seek a remedy through arbitration by an arbitrator to be appointed by LawBite under the Rules of the LawBite Arbitration Scheme.
10.8 Any dispute shall not affect the Parties' ongoing obligations under the Agreement.
10.9 The English courts have the only right to hear claims related to our site, and all disputes are governed by English law.
11. Contact Us
Please email us at [email protected] to contact us about any issues.
CLIENT TERMS OF BUSINESS FOR THE SUPPLY OF CONTRACTORS
1.1. In these Terms of Business, the following definitions apply:
“Assignment” means the period during which the Contractor is supplied by Fill It to provide services to the Client.
“Client” means the person, firm or corporate body together with any subsidiary or associated Company as defined by the Companies Act 1985 (as amended) to whom the Contractor is supplied or Introduced.
“Fill It” means Fill It Technologies Ltd, the company that is acting as an employment business. The Client has identified a need for technical help and assistance in the performance and completion of works and wishes to utilise the services of a service provider to be introduced and supplied by Fill It.
“Contractor” means the individual introduced to the Client by Fill It to carry out an Assignment.
“Engagement” means the engagement, employment or use of the Contractor’s services or the services of any officer, employee or representative of the Contractor, directly by the Client or any third party or through any other employment business on a permanent or temporary basis whether under a contract of service or for services; on a Margin Only basis; an agency, licence, franchise or partnership arrangement; or any other engagement.
“Introduction” means (i) the Client’s interview with the Contractor, in person or by telephone, following the Client’s instruction to Fill It to supply a Contractor; or (ii) the passing to the Client of information which identifies a Contractor.
“Introduction Fee” means the fee payable in accordance with clause 7.2 below and Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and shall be the equivalent of 12 weeks of the anticipated gross charge out rate of the Contractor or £30,000 plus VAT, whichever is the greater.
“Margin Only” mean an arrangement where the Client pays a fee to Fill It for the Contractor, such a fee being a percentage of the fee paid by the Client to the Contractor.
“Transfer Fee” means the fee payable in accordance with clause 7.1(c) below and Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and shall be 15% of the Remuneration applicable during the first 12 months of the Engagement or, if the actual Remuneration is not known, the hourly charges referred to in clause 4.1, multiplied by 200.
“Relevant Period” means the longer period of either 14 weeks from the first day on which the Contractor worked for the Client, or 8 weeks from the day after the Contractor was last supplied by Fill It to the Client.
“Restriction Period” means the 12 months following either (i) the Introduction of the Contractor; or (ii) the termination or expiration of the Assignment; whichever expires last.
“Remuneration” includes fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, and all other payments taxable (and, where applicable, non-taxable) payable to or receivable by the Contractor for services rendered to or on behalf of the Client.
1.2 Unless the context otherwise requires, references to the singular include the plural.
1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.
2. THE CONTRACT
2.1. These Terms constitute the contract between Fill It and the Client for the supply of the Contractor’s services to the Client and are deemed to be accepted by the Client by virtue of its request for, interview with, or Engagement of a Contractor, or the passing of any information about the Contractor to any third party following an Introduction.
2.2. These Terms contain the entire agreement between the parties and, unless otherwise agreed in writing by a Director of Fill It, these Terms prevail over any terms of business or purchase conditions put forward by the Client.
2.3 No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between Fill It and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.
3. INFORMATION TO BE PROVIDED
3.1. When making an Introduction of a Contractor to the Client, Fill It shall inform the Client of the identity of the Contractor; and confirm that the Contractor has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work on the Assignment.
4.1. The Client agrees to pay the charges of Fill It. The charges are calculated according to the number of hours worked by the Contractor at their hourly rate (the “Contractor Fee”) together with Fill It’s margin as set out in 4.2 below (the “Charges”). VAT, where applicable, is payable on the entirety of these charges.
4.2 The margin payable is invoiced in accordance with the payment option chosen by the Client:
4.2.1 In the event that the Client opts for a ‘pay as you go’ model and makes payment of invoices within 24 hours of their being issued, a margin of 10% on the Contractor’s charges is payable; or
4.2.2 A margin of 15%
4.3 Fill It is responsible for collecting the Charges and remitting the Contractor Fee to the Contractor.
4.3 In the event that an invoice remains outstanding for a period of more than 28 days from the date of the invoice, or the Client remains in breach of any provision of these Terms, any discount offered shall be revoked and the full invoice sum shall be payable.
4.4 Fill It reserves the right to charge interest on any overdue amounts at the rate of 8% per annum above the base rate from time to time of the Bank of England, from the due date until the date of payment.
4.5 There are no rebates payable in respect of the charges of Fill It.
5.1. At the end of each week of the Assignment (or at the end of the Assignment where the Assignment is for a period of less than one week), the Client shall authorise Fill It’s timesheet, verifying the number of hours worked by the Contractor during that week.
5.2 Authorisation of the timesheet by the Client indicates the Client’s confirmation of the number of hours worked. If the Client is unable to authorise a timesheet produced for authentication by the Contractor because the Client disputes the hours claimed, the Client shall inform Fill It as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with Fill It to enable Fill It to establish what days, if any, were worked by the Contractor. Failure to sign the timesheet does not absolve the Client’s obligation to pay the charges in respect of the days worked. In the event that a timesheet is not authorised by 4pm on the Monday (or first business day) of the week after the work was undertaken, the timesheet shall be deemed authorised.
5.3 The Client shall not be entitled to decline to authorise a timesheet on the basis that he is dissatisfied with the work performed by the Contractor. In cases of unsuitable work, the Client should apply the provisions of clause 10.1 below.
6. PAYING THE CONTRACTOR AND CONTRACTOR STATUS
6.1. Fill It is responsible for collecting the Contractor Fee, and remitting that Contractor Fee to the Contractor.
6.2 The relationship between Fill It and the Contractor shall be as an ‘independent contractor’, which means that the Contractor is not our employee, worker, agent or partner. The Contractor will also not be your employee, worker, agent or partner.
6.3 For the avoidance of doubt, the Contractor will be fully responsible for his/her own tax, including national insurance contributions.
6.4 The Contractors are Construction Industry Scheme (“CIS”) registered. Where CIS deductions have not been taken from the Contractor Fee by the Company, Fill It will deduct this before making payment to the Contractor. Where the Company makes the CIS deductions before transferring the Contractor Fee to Fill It, the Company in responsible for paying Fill It the full commission, before any CIS deductions.
6.5 For the avoidance of doubt, whether the Company or Fill It makes the CIS deductions under clause 6.4, there will be no impact on the Contractor Fee or the fees set out in clause 7.
7. TRANSFER AND INTRODUCTION FEES
7.1 In the event that the Client Engages a Contractor supplied by Fill It either (1) directly or (2) by another employment business, within the Relevant Period the Client shall be liable, to either:
a) Subject to electing upon giving 30 days’ notice, an extended period of hire of the Contractor being 26 weeks during which the Employment Business shall be entitled to the charges set out in clause 4.1 above for each hour the Contractor is so employed or supplied; or
b) Pay Fill It a fee of £400; or
c) In the event that the Client fails to notify Fill It, pay the Transfer Fee. No refund of the Transfer Fee will be paid in the event that the Engagement subsequently terminates.
7.2 Should the Client, or any subsidiary or associated company of the Client, or any client of the Client or any other third party to whom the Client has introduced the Contractor, within the Restriction Period, engage the services of the Contractor other than through Fill It, then the Client shall pay the appropriate Introduction Fee
7.3 Sub-Clause 7.2 shall survive the termination of these Terms for the Restriction Period.
7.4 VAT is payable on any fee due under this clause 7.
8.1. Whilst every effort is made by Fill It to give satisfaction to the Client by ensuring reasonable standards of skills, integrity and reliability from Contractors and to provide the same in accordance with the Assignment details provided by the Client, no liability is accepted by Fill It for any loss, expense, damage, costs or delay arising from the failure to provide a Contractor for all or part of the period of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Contractor, or where the Contractor terminates the Assignment for any reason.
8.2. Contractors provided by Fill It to the Client are deemed to be under the direction and control of the Client for the duration of the Assignment. The Client will comply in all respects with all relevant statutes, by-laws and legal requirements including provision of adequate public liability insurance in respect of the Contractor. The Client shall indemnify Fill It against any costs, claims, damages and expenses incurred by Fill It as a result of any breach of these Terms by the Client.
8.3 The Client shall advise Fill It of any special health and safety matters about which Fill It is required to inform the Contractor, and about any requirements imposed by law or by any professional body that must be satisfied if the Contractor is to fill the Assignment. The Client will assist Fill It in complying with Fill It’s duties under the Working Time Regulations by supplying any relevant information about the Assignment requested by Fill It, and the Client will not do anything to cause Fill It to be in breach of its obligations under these Regulations. Where the Client requires or may require the services of a Contractor for more than 48 hours in any week, the Client must notify Fill It of this requirement before the commencement of that week.
8.4 The Client undertakes that it knows of no reason why it would be detrimental to the interests of the Contractor for the Contractor to fill the Assignment.
8.5 The Client shall indemnify and keep indemnified Fill It against any costs, claims or liabilities incurred by Fill It arising out of any Assignment or arising out of any non-compliance with clauses 8.2 and 8.3 and/or as a result of any breach of these Terms by the Client.
9. SPECIAL SITUATIONS
9.1 Where the Contractor or the person supplied to do the work is required by law, or any professional body, to have any qualifications or authorisations to work on the Assignment, or the Assignment involves caring for or attending one or more persons under the age of eighteen or any person who by reason of age, infirmity or who is otherwise in need of care or attention, Fill It will take all reasonably practicable steps to obtain and offer to provide copies of any relevant qualifications or authorisations of the Contractor or the person supplied to do the work. Two references from persons not related to the Contractor or the person supplied to do the work who have agreed that the references they provide may be disclosed to the Client. Fill It will take all reasonably practicable steps to confirm that the Contractor or the person supplied to do the work is suitable for the Assignment. If Fill It is unable to do any of the above, it shall inform the Client of the steps it has taken to obtain this information in any event.
9.2 In the event that the Client cancels the Contractor’s booking after 19:00 on the last business day before the booking is to take place, the Client shall remain liable to pay the Contractor’s rate for 4 hours of work.
10. REPLACEMENT OF THE CONTRACTOR
10.1 The Client shall notify Fill It in writing if it wishes to terminate the services of the Contractor in reliance upon sub clause 11.2.1 below. The Client shall provide Fill It with a clear, written account of the problems and Fill It shall endeavour to find a replacement.
10.2 The provision of a replacement is in no way an acceptance by Fill It that the work carried out by the Contractor was not carried out with reasonable skill and care.
11. TERMINATION OF THE ASSIGNMENT
11.1 The Client may terminate the Assignment with the agreement of Fill It.
11.2 Notwithstanding the provisions of sub-clause 9.1, the Client may terminate the Assignment forthwith by notice in writing to Fill It where:
11.2.1 the Contractor is in wilful or persistent breach of its obligations;
11.2.2 for any reason the Contractor proves unsatisfactory to the Client.
11.3 Fill It may terminate an Assignment forthwith by notice in writing: -
11.3.1 if the Client is in wilful or persistent breach of its obligations under these Terms (non-payment of invoices will be considered a wilful or persistent breach); or
11.3.2 if the Client becomes bankrupt or has a receiving order or administrative order made against it or is put into liquidation (save for the purposes of solvent reconstruction or amalgamation).
11.4 Fill It shall notify the Client immediately if it receives or otherwise obtains information which gives it reasonable grounds to believe that a Contractor supplied to the Client is unsuitable for the Assignment, and shall terminate the Assignment under the provisions of clause 11.3.
12 DATA PROCESSING
12.1 For the purposes of this clause
“Controller”, “Data Controller”, “Processor”, “Data Subject”, “Personal Data”, “Processing” and “appropriate technical and organisation measures” shall be defined as set out in the Data Protection legislation in force at the time.
“Data Protection Legislation” shall mean: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018.
“Permitted Recipients” means the parties to these Terms, the employees of each party and any third parties engaged to perform obligations in connection with these Terms.
“Shared Personal Data” shall mean the data to be shared between the parties under these Terms.
12.2 This clause sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one part (the Data Discloser), will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the purposes of fulfilling these Terms.
12.3 Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation.
12.4 Each party shall:
a) Ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the purposes of these Terms.
b) Give full information to any data subject whose personal data may be processed under these Terms of the nature of such processing. This includes giving notice that, on the termination of these Terms, personal data relating to them may be retained by, or as the case may be, transferred to one or more of the Permitted Recipients, their successors or assignees.
c) Process the Shared Personal Data for the purposes of these Terms.
d) Not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients.
e) Ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding that those imposed by these Terms.
f) Not to transfer any personal data outside of the European Economic Area unless the transferor i) complied with the provision of Article 26 of the GDPR and ii) ensures that the transfer is in accordance with Articles 45 and 46 or 49 of the GDPR.
12.5. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data
b) promptly inform the other party about the receipt of any data subject access request
c) provide the other party with reasonable assistance in complying with any data subject access request
d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible
e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators
f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation
g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of these Terms unless required by law to store the personal data
h) maintain complete and accurate records and information to demonstrate its compliance with this clause and
i) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including [the joint training of relevant staff, ]the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.
12.6. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other [reasonable] professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it
13.1 Any failure by Fill It to enforce, at any particular time, any one or more of these Terms shall not be deemed a waiver of such rights or the right to enforce these Terms subsequently.
13.2 No provisions of these Terms shall be enforced by any persons who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.
13.3 If any provision, clause or part clause of these Terms is held invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms shall remain in full force and effect to the extent permitted by law.
13.4 Any reference to legislation, statute, act or regulation shall include any revisions, re-enactments or amendments that may be made from time to time.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1 These Terms shall be construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
14.2 If any dispute arises in connection with these Terms, the parties will attempt to settle it by mediation. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by the LawBite. To initiate mediation a party must give notice in writing (‘ADR notice’) to the other party[ies] to the dispute requesting mediation. Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR notice. No party may commence any court proceedings/arbitration in relation to any dispute arising out of these Terms until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
14.3 Clause 14.2 shall not apply in the event of an outstanding invoice(s) owed by the Client to Fill It.