Last Updated: 21 March 2022
Terms of Service for Hirers
We are Obodo Pro, Inc. ("Obodo", “we” or “us”). The following Terms of Service and any documents referred to below (all such terms and documents together referred to as the "Terms") govern the legal relationship between you and Obodo in relation to your use of our web application (accessible at the URL https://www.obodo.co.uk/) (the “Web App”) and any updates to those. Our Web App and other Services allows Hirers (all defined below) to find appropriate Candidates (defined below) for contractor engagement opportunities in the product design and related industries. We will not to our knowledge provide any Candidates under the age of 18 or who do not have the right to work in their relevant jurisdiction although we can give no guarantee about the information Candidates provide to us and ultimately you must perform suitable background checks yourself.
- Acceptance of these Terms
- By clicking on the “I accept” button, you are deemed to have read and accepted these Terms prior to using the Web App as a registered user.
- You acknowledge and agree that these Terms apply from the date on which you click “I accept” button. Further you acknowledge and agree that the Terms apply to your use of our Web App and that the Terms form a legally binding contract between you and Obodo.
- If you disagree with these Terms you must not click “I accept” below. You acknowledge and agree that Your Representative (defined below) has the authority to enter into and to bind you to the Terms and your continued use of our Web App and/or Services is confirmation of that.
- In order to use the Services (defined below) you must register as a hirer and accept these Terms.
- We reserve the right to decline or cancel your registration at any time for any reason.
- The headings in these Terms are inserted for convenience only and shall not affect their construction.
- A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
- We provide a web application and direct services (via messenger applications and email for example) to help you match Candidates to your Vacancies and we provide any other services described in our Web App for Hirers from time to time (the “Services”). If you require work beyond the scope of the Services, we are happy to consider any proposal and may, at our discretion, agree to enter into separate terms with you about such work.
- We do not consider that the Regulations apply to our Services given that we are a US company, but if they do, we act as an employment agency to the extent that the Services are or continue to be relevant to the Regulations. In any event, Candidates are provided with the opportunity to “opt out” of the Regulations (having the meaning as described in Regulation 32(9) of the Regulations) and you will be notified by us via the Web App functionality or otherwise if such an “opt out” is in place. We will notify you if our status as an employment agency changes.
- Our matching application on our Web App which may be available from time to time and referred to above is powered by an algorithm which uses the information provided by:
- you and/or Your Representative when you create and maintain a Hirer profile, use the Filtering System and post a Vacancy; and
- information provided to us by the Candidates.
- In order to use the Services, you are required to provide all of the requested information when you and/or Your Representative post a Vacancy on our Web App or raise it directly with us (via messenger applications or email for example). We reserve the right to request and you and/or Your Representative shall provide further relevant and lawful information from you and/or Your representative in order to improve or amend any part of the performance of the Services as we see fit and/or so that we can satisfy any relevant legal obligations. To confirm, in order to satisfy our obligations under the Regulations (where those regulations might be applicable), the information that we will require from you in respect of a Vacancy (and which information will be made available to the Candidates for the effective provision of the Services) is:
- your company name, trading name and the nature of your business;
- the intended start date and intended duration of the work;
- the position and type of work the successful Candidate will be required to do;
- the location at which the successful Candidate will work and the hours of work expected of them;
- any relevant health and safety risks and what steps you have taken to prevent or control such risks;
- the experience, training and qualifications and any authorisation which you consider are necessary, or which are required by law, or by any professional body which the Candidates must possess in order to do the work (this includes but is not limited to any criminal records checks that may be required by law or a relevant professional body);
- any expenses payable by or to the successful Candidate;
- the minimum rate of pay and any other benefits to be offered and the intervals of payment; and
- the notice period that the successful Candidate must give and receive for the Vacancy to be terminated.
- You must ensure that any information you and/or Your Representative provide to us is complete and accurate and you will keep us updated on any changes to such information. To confirm, if a criminal records check is required as above, please notify that to the Candidate through our Web App or otherwise. However, for the avoidance of doubt, it is your responsibility to request any such checks in accordance with relevant law. We do not make any such requests on your behalf.
- Candidates will provide a general confirmation that they agree to you contacting them about any suitable Vacancies after a match is notified to you when you have posted a Vacancy and that they are willing to do the work required. Therefore, you may use any of the Features in accordance with the Terms after such a match has been made. Once you cancel a Vacancy on our Web App, you may not be able to use any of the Features in connection with such Vacancy and you hereby agree that we are not responsible in such case if you are then unable to communicate with Candidates.
- To be clear, we do not give any guarantee and warranty about the integrity or accuracy of the information that Candidates supply to us and in any event we accept no responsibility or liability should any matched Candidates be unsuitable for the relevant Vacancy. You are responsible for carrying out any appropriate background and right to work checks on Candidates and conducting an appropriate and lawful recruitment process before you hire them.
- Where it is confirmed to us that a Candidate has been successful in applying for a Vacancy and we then receive or obtain information within 3 months of the Introduction which indicates that he/she is or may not be suitable for that Vacancy, we will inform you of that without delay. We accept no responsibility for any loss that you may suffer should any Candidate be unsuitable.
- If any Vacancy means that a Candidate would be provided with accommodation or provided with help with travel costs (such as travel cards, travel expenses or loans), then (i) you are responsible for providing any such lawful accommodation and/or travel costs assistance and (ii) you must notify to us the fact that you are to provide such accommodation and/or travel costs assistance so that we can ensure the Candidate is passed that information.
- If you are an employment agency or an employment business (as defined in the Regulations) you must notify this fact in your profile on our Web App. We may then decline or cancel your registration at our discretion. However, if we exercise our discretion to permit your registration then you agree that before you post any Vacancies you will do all relevant things and provide all relevant information and documents as requested by us.
- As part of the effective provision of the Services and quality control purposes, you agree to provide Reviews and consent that Candidates will provide Reviews about you to us. You must not knowingly provide false, inaccurate or misleading information in respect of Reviews. Reviews will only be used by us to determine whether you and the Candidate are appropriate users of the Web App. If we determine at our sole discretion that you are not an appropriate user we reserve the right to cancel your registration and remove you from our Web App.
- You will provide to us any other information that we require, without limitation, in respect of record keeping. That means that we will require and you will provide details of successful applications for Vacancies by Candidates and details of the resulting engagement and the date from which it takes effect.
- Licence to use the Web App and Intellectual Property
Web App: Obodo’s software platform and application, which can be accessed from the URL (https://www.obodo.co.uk), which enables hirers to find appropriate contractor candidates for engagement opportunities in the product design and related industries and consisting of the domain name ‘https://www.obodo.co.uk’ (and all other domain names from which the Web App can be accessed); the Features; the Filtering System; the content offered from and generated by the Web App (including all text, information, data, software, executable code, images, audio or video material in whatever medium or form); the Web App’s look and feel, graphic user interface and functionality; and, the software (including the algorithm) (in object code and source code format) that powers both the Web App and that is used to provide the content on it (including any error corrections, updates, upgrades, modifications and enhancements to it made by us).
Candidate: a work seeker introduced to you through our Web App or Services and who is a contractor with their own personal service company.
Features: the Web App features that enable you to contact Candidates and to arrange interviews with Candidates. Such features might include functionality like “Messages”, “Interviews” and “Short list” applications and any others we may put in place from time to time. We reserve our right to amend, withdraw and add to our Features from time to time at our discretion.
Filtering System: a selection of questions and answers set by us from time to time or other relevant information about your job roles, which you complete when posting Vacancies.
Hirer: a person or organisation who uses our Web App for the purposes of being introduced to Candidates.
Intellectual Property:, rights to inventions; copyright and related rights; trade marks, trade names, domain names, rights in get-up, goodwill and the right to sue for passing off; unfair competition rights; rights in designs; all rights whatsoever in computer programs, firmware, ‘apps’ and other computer software and data; database rights; and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and to 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.
Introduction: when a Candidate is introduced for the first time to a Hirer through our Web App or directly by us outside of the Web App (by messenger applications or email for example) for the purposes of filling a particular Vacancy.
IR35: the relevant sections of UK income tax and social security contributions legislation which deal with disguised employment through the use of intermediaries.
IR35 Client: has the meaning given to it under IR35, and in summary which is the end user hirer of relevant contractors.
IR35 Fee Payer: has the meaning given to it under IR35, and in summary which is the person who pays the relevant contractor’s intermediary.
Regulations: The Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended).
Remuneration: means the gross annual starting salary or remuneration of the Candidate (or in relation to fixed term contracts, the total amount payable for the term of the contract) including all fees, commission, bonuses, overseas premiums, living or travel allowance and other taxable emoluments (including the benefit of any company car) attributable to the first 12 months of the engagement or second 12 months of a permanent engagement for the purposes of a second fee as per clause 8a below or the period of the fixed term (whether actually paid during such period or after);
Reviews: a review provided by either a Candidate or a Hirer about the other in respect of their dealings in connection with a Vacancy. The information to be included in a Review will be prompted by Obodo from time to time at its discretion.
Vacancy: a job or position which you are seeking to fill and which you post on our Web App or raise directly with us (by messenger applications or email for example).
the person who creates and maintains a profile for your company or organisation on our Web App.
- Our Intellectual Property: “Obodo” (word) and all other names, logos, icons and marks identifying us, the Web App and its services are our trade marks. We own (or have a licence to use) all Intellectual Property subsisting in the Web App. By using the Web App under licence you do not acquire any Intellectual Property in our Web App and all right, title and interest to all such intellectual property remains with us or our licensor(s)(as the case may be).
- Licence: Provided that you have a valid account with us in respect of your access to and use of the Web App and in consideration of your agreement to be bound by these Terms, we grant you a single non-exclusive, non-transferable, revocable licence to use the Web App for your business use under your account. You may not distribute, rent, lease, lend, sell, transfer or sublicense the Web App, nor copy, decompile, reverse-engineer, dissemble, attempt to derive the source code of, modify or create derivative works of the Web App except to the extent as may be permitted by the licensing terms of any open sourced components included in the Web App and to the extent that the foregoing restrictions are not prohibited by applicable law. You hereby grant to Obodo a non-exclusive, non-transferable, revocable licence to use your name, logo, icon and marks identifying you for the proper provision of the Services.
- Data Protection
- Price and payment
- You agree that our fee will be a percentage of the Remuneration of the Candidate for the particular vacancy which you have filled by using our Web App and/or our other Services. You agree that our fee shall be 23% Remuneration (plus VAT or similar tax, where applicable) and the due date for payment is set out below at clause 8(d)vii. We will set out to you separately in what currency we expect payment. You also hereby agree to make payment at the end of every two weeks of a fixed term placement (on the Friday of the second week) to the Contractor during the entirety of any engagement arranged through our Web App or Services through the payment facility provided on our Web App, save for any permanent roles which are run through your own payroll system. Further details about using payment facilities on our Web App will be provided separately as required.
- You acknowledge that we merely provide a platform and that we are not a payment provider or a ‘merchant’ for payment. Instead, payment services are provided by a payment provider integrated into the Web App. We are not party to any agreement between you and the payment provider and are not liable for any claim or liability in relation to payment provision services. You may be bound by the payment provider’s terms which may be different to these Terms. Payment providers may decide whether you are suitable to use their services and we are not liable for such decisions.
- If we have not received payment by the due date, and without prejudice to any other rights and remedies we may have:
- we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the due amounts remain unpaid; and
- interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time (or 4% where the base rate is 0% or less), commencing on the due date and continuing until fully paid, whether before or after judgement.
- Our payment terms under this clause 8 continue to apply in respect of any Candidates who you were introduced to or received information about through our Web App or Services for a period of 24 months after you stop using our Web App or Services. You hereby agree to this clause and agree that it survives the termination of any agreement between us.
- If the amount of the actual Remuneration is not disclosed to us, we shall be entitled to charge our fee based on the maximum level of remuneration (including commission, bonuses and other taxable emoluments) applicable for the particular role in the general marketplace.
- If a fixed term contract is extended beyond its initial term, an additional fee (calculated on the basis of clause 8(a) above) applicable to the period between the end of the first fixed term and the end of the second fixed term shall become immediately payable by you to us.
- Successive and/or separate fixed term engagements (whether with gaps between them or otherwise or whether or not you have given the Candidate any permanent roles between the fixed term engagements) between you and a Candidate are each a separate engagement for the purposes of this payment clause and the full fee in accordance with clause 8(a) (and all other terms of this agreement) shall apply to each engagement.
- Where a Candidate is recruited or is to be recruited on a permanent basis by you following a fixed term engagement arranged through our Web App or other Services, a fee calculated as per clause 8(a) above shall immediately become payable to us on the acceptance of an offer of such a permanent role.
- If you make an offer of an engagement to a Candidate and then subsequently withdraw such offer prior to commencement of the engagement, the relevant fee shall remain payable in full to us.
- An invoice is payable on acceptance of an offer and within 7 days of its date of issue. If Obodo incurs any legal or non-legal costs as a result of non- or late payment of invoice, you hereby agree to indemnify and keep indemnified us against all such reasonable costs.
- If the appointment of a Candidate is terminated within 12 weeks of the commencement of his/her engagement with you, a rebate will be paid by us. If the Candidate leaves within the first 4 weeks of engagement, a rebate will be paid at 100% of our fee received (net of taxes and discounts), if the Candidate leaves within weeks 5-9 a rebate will be paid at 66.6% of our fee received (net of taxes and discounts), if the Candidate leaves within weeks 10-12 a rebate will be paid at 33.3% % of our fee received (net of taxes and discounts). The rebate only applies to a fee for a particular engagement (not any fee received for previous fixed term or permanent engagements by you of that same Candidate). This rebate clause is subject to clause 8.d.ix set out below.
- No rebate shall be payable if:
- engagement is terminated for no good reason or is terminated for discriminatory reasons or because the Candidate raised serious genuine concerns in connection with your business;
- the Candidate resigned because the reality of the engagement did not match the specification which you set out to them before the engagement began;
- You had engaged the Candidate in the previous 24 months (whether through us or otherwise);
- the engagement is terminated because the Candidate dies or because of their incapacity;
- Obodo is not notified in writing within 14 days of the termination of the employment together with the reason(s) for it;
- the fee is not paid to Obodo in accordance with these Terms ;
- the cause of termination has no bearing on the Candidate's qualifications, capability or conduct;
- the Candidate’s engagement is terminated as a result of a layoff/restructuring/redundancy.
- If the Regulations apply at all to the Services, we are an employment agency but we are not an employment business. Nothing in the Terms shall render us as an employment business. We do not contract with you or the Candidates directly in respect of the work that you require Candidates to perform. We merely provide the Services and it is between you and the Candidates at your respective risk to contract with each other about any such work. Further, nothing in this agreement shall render your or our employees or other staff as an employee, worker, agent or partner of the other and they shall not be held out as such.
- You hereby acknowledge that where IR35 is relevant to any engagement, either you as the IR35 Client and IR35 Fee Payer or the Candidate themselves (where your business is sufficiently small) have the relevant tax reporting and payment obligations. You acknowledge and agree that we are never the IR35 Client nor IR35 Fee Payer for the purposes of the services performed in connection with these Terms.
- Our total liability to you for losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to an amount equivalent to the average yearly fee we have received from you.
- To the maximum extent permitted by law, we accept no liability for any of the following:
- any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
- loss or corruption of any data, database or software; or
- any special, indirect or consequential loss or damage.
- Should you fail to satisfy any of your contractual or legal obligations to us, Candidates, your own clients or customers or any other relevant person or organisation as set out, mentioned or alluded to in the Terms, and in particular (although without limitation) clauses 4, 5, 6, 7, 8 and 11 of these Terms, we accept no responsibility or liability for any such breaches by you or any relevant breaches by us as a result and you hereby indemnify and keep indemnified us against any costs, penalties, damages, fines or other losses (including, without limitation, reasonable legal costs) suffered by us in connection with any such failure by you as above.
- You agree and we agree that each of us will not, whether directly or indirectly, during the period that you are a registered user or for six months thereafter solicit or entice away or attempt to entice away or authorise such action by any other person, any key executive of the other party who has been involved in the provision of the Services.
- Alternatively to clause 11(a), where you do hire or seek to hire any such person referred to at clause 11(a) and we consent to that, you hereby agree that you will pay to us a fee or fees in accordance with the terms of clause 8 above.
You agree and will procure that Your Representative agrees and we agree that during and after the termination of these Terms, each will not, without appropriate consent, use or disclose to any other person any information of the other which is identified as confidential or which is confidential by nature. You hereby give and you procure that Your Representative gives consent to us to share with Candidates any information provided by you and/or Your Representative under these Terms or when using the Services when you create and maintain a profile and/or post any Vacancy. Further, you hereby provide consent to us to disclose, publicise, market or otherwise make use of for valid business reasons the fact that you use our services and details of any successful Vacancies which you fill through using the Services (Candidates will be required to provide a similar consent to the disclosure of such information). We can also use relevant information about your relationship with us for valid business, administration and investment reasons and we hereby grant to you consent to use such information for your own valid business purposes. Further, we can publicise on our Web App or elsewhere on an ongoing basis any testimonials or similar which you choose to provide to us.
To the extent applicable to the Services, we each hereby acknowledge that for the purposes of data protection legislation in the UK and Europe, the parties are separate and independent data controllers and we will each comply with our respective statutory obligations as a data controller.
In addition to any other relevant provisions on the issue of liability in the Terms:
Either of us can terminate your registration of our Web App and our Services for any reason and without notice. We may also with for any reason and without notice;
- remove any content you publish on the Web App;
- verify your information by requesting certain documents and refuse your requests to use the Web App if we believe there is reason to do so;
- take any steps to terminate or suspend your use of the Web App if we believe you have failed to comply with any of the provisions of these Terms; and
- if we decide to terminate, suspend or refuse to allow your use of the Web App, share or publish your name and email address and notify third parties.
Thereafter, any continued use of our Web App as an unregistered user will continue to be subject to terms set out on the Web App. For the avoidance of doubt, any terms stated to survive the termination of these Terms and/or any indemnities given in the Terms will continue in full force and effect post termination of these Terms.
- We reserve the right to amend, replace or add to the Terms at our sole discretion as we see fit and to satisfy any relevant legal obligations. Please check these Terms from time to time to take notice of any changes we made, as they are binding on you.
- Each of you and Obodo acknowledge that in entering into the Terms 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 the Terms.
- We may defer the date for performance of the Services, or terminate these Terms, if we are prevented from, or delayed in, carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including strikes, lockouts or other industrial disputes, failure of a utility service or transport network, act of god, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, fire, flood, storm or default of suppliers or subcontractors.
- Any failure by us to enforce at any particular time any one or more of these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently nor shall it prejudice our right to take action in respect of the same or any later breach.
- No provision of these Terms shall be enforceable by any person who is not a party to it.
- If any of the provisions of the Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining provisions, which shall continue to be valid to the fullest extent permitted by applicable laws.
- If any of your business entities or units which hire staff in connection with these Terms is based in the UK or where you are hiring UK staff in connection with these Terms, these Terms shall be construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English courts. In any other situation, these Terms shall be construed in accordance with the law of the State of California in the United States of America and the parties submit to the non-exclusive jurisdiction of the Californian courts. In any event, your use of the Web App may also be subject to other local, state, national or international laws.
- Where these Terms are also provided in a language other than English, whilst the translation is believed to be accurate, no warranty to that effect is given, and the English language version will prevail.
- Complaints and Disputes: Please contact us immediately using its contact details below if you: (a) have any questions, complaints, claims or concerns about content which appears in the Web App or in relation to us generally; or (b) believe that any act or omission by us or one of our other users of the Web App is in breach of applicable law. We will then consider your concerns and decide whether to take action and whether or not any other user has in our opinion, breached any of these Terms. We will endeavour to inform you of the outcome of any review within a reasonable time of receiving your complaint.
- Our contact details: Obodo Pro, Inc is a company incorporated in Delaware in the USA with company number 85-2885975 with its office at 548 Market St, PMB 43126, San Francisco, California 94104-5401 US. You can contact us by email at firstname.lastname@example.org.