Welcome to the Terms of Use for RESOLVEUK. Please read these terms thoroughly before agreeing, as they govern the usage of the Platform and the expectations of use on all parties.
2.1. License Grant. Subject to the terms and conditions of this Agreement, RESOLVEUK hereby grants to the Business a non-exclusive, non-transferable, limited license to access and use the Platform and the Documentation during the Term of use, solely for the businesses internal business purposes.
2.2. Scope of License. The license granted in Section 2.1 permits the Customer to:
2.3. License Restrictions. Except as expressly set out in this Agreement, the Customer shall not:
2.4. Ownership. The Platform, Documentation and all intellectual property rights therein are and shall remain the exclusive property of RESOLVEUK.
3.1. Grant of License. Subject to the terms and conditions of this Agreement, RESOLVEUK hereby grants to the Customer a non-exclusive, non-transferable license to access and use the Platform via the internet solely for the Customer's internal business purposes in relation to connecting to temporary staff and or full time job seekers through the Platform.
3.2. Restrictions. The Customer must not permit any third party to:
3.3. Number of Users. The license is unlimited except that users must be in employment of the company they are representing. It is the company's responsibility to ensure only employees representing them have access and anyone whose employment has ceased no longer has access.
3.4. Termination. Upon termination of this Agreement, the license granted under this clause 3 shall automatically terminate and the Customer must cease all use of the Platform.
4.1. Permitted users. The Business shall only permit its Authorized Users to access and use the Platform. "Authorized Users" means the Businesses bona fide employees, agents and independent contractors.
4.2. Purpose restriction. The license granted under this Agreement is limited to the Businesses internal business purposes only. The Platform must not be used by or accessed for the benefit of any third party.
4.3. Prohibition on modification or derivative works. Except as expressly permitted by this Agreement or applicable law, the Business shall not adapt, alter, modify, recast, transform or create derivative works of the Platform or any part thereof.
4.4. Prohibition on reverse engineering etc. Except as expressly permitted by applicable law, the Business shall not reverse engineer, decompile or disassemble the Platform or otherwise attempt to discover the source code or underlying ideas or algorithms of the Platform.
4.5. Prohibition on transfer. The license granted under this Agreement is non-transferable and non-assignable. The Business must not sublicense, rent, lease, sell or otherwise transfer or distribute the Platform or make it available to third parties.
4.6. Prohibition on competitive use. The Users shall not use the Platform or Documentation to develop a competing product or service.
4.7. Compliance with law. The Business shall, and shall procure that its Authorized Users, use the Platform in accordance with all applicable laws.
5.1. Intellectual Property Rights. RESOLVEUK (or its licensors) own all intellectual property rights in the Platform and documentation. The User has no rights in the Platform or Documentation except the right to use them under this Agreement.
5.2. Restrictions on Use. The User must not:
5.3. User Data.
5.4. Feedback. If the User provides any feedback or suggestions about the Platform, RESOLVEUK may use that feedback without obligation to the User.
6.1. Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include: (i) with respect to RESOLVEUK, the Platform and Documentation; and (ii) with respect to Users, the User Data.
6.2. Restrictions. The Receiving Party shall not use any Confidential Information for any purpose outside the scope of this Agreement. The Receiving Party shall not disclose any Confidential Information to third parties or to the Receiving Party's employees, except those employees who are required to have the information in order to exercise the Receiving Party's rights hereunder.
6.3. Exclusions. Confidential Information shall not include information that: (i) was rightfully in the possession of the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii) was or becomes generally known to the public without fault of the Receiving Party; (iii) was received rightfully by the Receiving Party from a third party without restriction on use or disclosure; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
6.4. Required Disclosures. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided the Receiving Party promptly notifies the Disclosing Party of the requirement in order to allow the Disclosing Party to seek a protective order or otherwise prevent or restrict disclosure.
6.5. Duration. The confidentiality obligations of the parties under this Section 6 shall survive termination or expiration of this Agreement for a period of five (5) years.
7.1. RESOLVEUK authority. RESOLVEUK warrants that it has full power and authority to enter into this Agreement and to grant the licenses set out herein.
7.2. Platform performance. RESOLVEUK warrants that during the Subscription Term, the Platform will perform substantially in accordance with the Documentation under normal use and circumstances.
7.3. Viruses. RESOLVEUK warrants that, to the best of its knowledge, the Platform is free from viruses, trojans, malware or other items of a destructive nature.
7.4. Lawful operation. RESOLVEUK warrants that the Platform and its use as contemplated by this Agreement shall not violate any applicable laws.
7.5. Intellectual property. RESOLVEUK warrants that the Users use of the Platform and Documentation as contemplated under this Agreement shall not infringe any intellectual property rights of any third party.
7.6. Disclaimer. Except for the express warranties set out in this clause 7, all other warranties expressed or implied by statute, common law or otherwise are hereby excluded to the maximum extent permitted by English law.
8.1. The Platform and RESOLVEUK services are provided on an "as is" and "as available" basis without any warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
8.2. Accuracy of third party information. RESOLVEUK has no control over the information provided by freelancers and other third parties via the Platform. RESOLVEUK does not warrant or make any representations regarding the accuracy, likely results, or reliability of any information on the Platform.
8.3. Internet disruptions. RESOLVEUK shall not be liable for any damages resulting from the Platform being inaccessible due to technical failures, scheduled maintenance or issues beyond its reasonable control, including failures of the internet or telecommunications networks.
8.4. Third party services. The Users access and use of any third party services through the Platform shall be entirely at the customer's own risk. RESOLVEUK makes no representations or warranties regarding any such third party services.
9.1. RESOLVEUK shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
9.2. Subject to clause 9.1, RESOLVEUK maximum aggregate liability for all claims under or in connection with this agreement whether in contract, tort (including negligence) or otherwise shall in no circumstances exceed a sum equal to the total subscription fees paid or payable by the Business to RESOLVEUK during the 12 months immediately preceding the date that the claim arose.
9.3. The parties agree that the limitations and exclusions of liability set out in this clause 9 reflect the economic basis on which they entered into this agreement and that they would not have done so in the absence of such limitations.
10.1. Term. This Agreement shall commence on the Commencement Date and, unless terminated earlier in accordance with this Clause 10, shall continue in force for the initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 1 or 12 months (each a "Renewal Term") unless:
10.2. Termination for cause. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:
10.3. Effects of termination. Upon the termination of this Agreement for any reason:
10.4. Survival. The rights and obligations of the parties under Clauses 6 (Confidentiality), 8 (Disclaimers and Limitations of Liability), 15 (Governing Law and Jurisdiction), 11 (Effects of Termination) shall survive termination or expiry of this Agreement.
11.1. Cessation of license. Upon termination of this Agreement, the License granted under Clause 3 shall immediately terminate.
11.2. Deletion of access credentials. The User must promptly delete any files or records of its login credentials and access codes for the Platform.
11.3. Removal of User data. RESOLVEUK may delete all data and information relating to the User and its account on the Platform, except that RESOLVEUK may retain the Users name, address and payment details to comply with accounting records for a period of up to 7 years from the date of termination.
11.4. Survival of terms. The provisions of Clauses 6 (Confidentiality), 8 (Disclaimers and Limitations of Liability), 15 (Governing Law and Jurisdiction) and this Clause 11 shall survive termination or expiration of this Agreement.
11.5. No refunds. The Business is not entitled to any refund of Fees paid.
11.6. No further obligations. Except as set out in this Clause 11, upon termination of this Agreement, neither party shall have any further obligation to the other.
12.1 RESOLVEUK charges £3 per hour on top of whatever hourly rate is set for the freelancers.
12.2 RESOLVEUK reserves the right to change these fees at any time with 30 day notice to all paying businesses.
12.3 Late Payment Policy
13.1. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service (ie Email) at its registered office / registered email account (if a business) or its principal place of business (in any other case).
13.2. Any notice or communication shall be deemed to have been received:
13.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.4. A party may change its details for service of notices as specified in clause 13.1 by giving notice to the other party in accordance with this clause 13.
14.1. Amendments. RESOLVEUK reserve the right to amend these terms of use from time to time as deemed necessary by the platform and will notify users by email of such changes.
14.2. Assignment. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Terms and Conditions), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party.
14.3. Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
14.4. Severability. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
14.5. No Partnership. 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.
14.6. Rights of Third Parties. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
14.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
14.8. Entire Agreement. 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.
14.9. Auto-approval and Talent Rating. Shifts requiring review will be automatically approved if no action is taken. ResolveUK will authorize the default shift hours and submit a five-star rating on behalf of the Agency.
15.1. Governing law. This agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
15.2. Jurisdiction.
IN WITNESS whereof this Agreement has been duly executed by the parties through their use of the platform and acceptance of these terms and conditions upon creating an account.