Plus.Works Terms and conditions 

introduction 

These Plus.Works Terms and Conditions (“Terms”) apply to Customers who have procured the Plus.Works services from PPH (as defined below). 

PPH offers its customers the Plus.Works services through the Introduction of Providers to Customers (“Services”).  The Customer wishes to use the Services for its internal business operations in compliance with these Terms. 

Between

  1. PPH ENTERPRISE SOLUTIONS LIMITED incorporated and registered in England and Wales with company number 107699129 whose registered office is at 5 Fleet Place, London EC4M 7RD, Fleet Place, London, United Kingdom, EC4M 7RD, trading as TalentDesk.io (“PPH”); and
  2. Customer, a customer who has signed up to receive the Plus.Works services from PPH. 
  1. definitions
    1. For the purpose of these Terms, the following definitions shall apply alongside the definitions set out in the agreement: 
    2. “Engage” the employment by the Customer of a Provider or the contracting with the Provider for additional services, beyond the initially procured services,  as a direct result of any Introduction to the Customer and the terms ‘Engaged’, ‘Engages’ and ‘Engagement’ shall be construed accordingly.
    3. “Engagement Fee” as stated on the Plus.Works website or as otherwise agreed between the parties. 
    4. “Introduce” the provision to the Customer of information by PPH which identifies the Provider and “Introduction” and “Introduced” shall be construed accordingly. 
    5. “Introduction Fee” as stated on the Plus.Works website or as otherwise agreed between the parties. 
    6. “Order Form” means an order form detailing the Customers purchase of the Services.
    7. Platform” means the TalentDesk.io platform. 
    8. “Provider” means any service provider Introduced to the Customer by PPH.  
  2. contract 
    1. By ordering the Services you agree to be bound by these Terms.  They apply to the exclusion of all other terms that you seek to impose or incorporate, or which are implied by law, custom or practice. 
    2. The Customer acknowledges that you are acting in a business capacity, and not as a consumer, in all dealings with PPH.  
  3. Services 
    1. PPH agrees to search, within agreed parameters, for Providers to provide services to the Customer. 
    2. PPH shall not be responsible for carrying out pre-vetting checks on the Provider before Introducing the Provider to the Customer.  It is the responsibility of the Customer to be satisfied with the Provider’s suitability to perform the services for which the Provider is procured by the Customer.
    3. Where a Provider is required by law or any professional body to have any qualifications, authorisations or certification to work on a project of the Customer’s, it shall be the Customer’s responsibility to confirm that the Provider is suitable for the project.  
    4. PPH shall Introduce the Provider to the Customer.  The provision of any services by the Provider shall be governed by a direct contractual relationship between the Provider and Customer and PPH shall not be a party to such agreement.  
  4. Customer’s obligations
    1. When instructing PPH to search for a Provider, the Customer will provide PPH with details of: 
      1. the date on which the Customer requires the Provider to commence work and the expected duration of the work; 
      2. the type of work required by the Provider; 
      3. the location and hours expected to be worked by the Provider; and 
      4. any other reasonable information requested by PPH to assist PPH’s search for a suitable Provider. 
  5. temporary to permanent
    1. If, following an Introduction, the Customer Engages a Provider, the Customer will pay PPH the Engagement Fee. 
    2. The Engagement Fee will not be payable if the Customer gives written notice to PPH that the Customer only intends to continue to use the Provider’s services in connection with a project on the Platform (Extended Project).  
    3. Where the Customer decides to use a Provider Introduced by PPH for an Extended Project: 
      1. any applicable fees payable by the Customer shall continue to be payable during the Extended Project, including the Introduction Fee; 
      2. if the Customer chooses the Provider for an Extended Project, but Engages the Provider before the end of the Extended Project, the Engagement Fee may be charged by PPH. 
  6. payment 
    1. The Customer shall pay all fees associated with the Plus.Works services, including the Introduction Fee and the Engagement Fee (where applicable).  The Customer shall pay all invoices sent by PPH within 30 days of the data of invoice or as set out in the Order Form. 
    2. The Customer shall:
      1. promptly notify PPH if the Customer agrees to procure the services of a Provider Introduced by PPH; 
      2. provide PPH with monthly information on the services provided by the Provider Introduced by PPH; and 
      3. pay PPH the Introduction Fees as set out in the Order Form.  
    3. If PPH discovers that the Customer has procured the services of a Provider Introduced by PPH without informing PPH, PPH may invoice the Customer and the Customer shall pay any Introduction Fees and/or other applicable fee in connection to the Introduction of that Provider. 
    4. If the Customer fails to pay any invoice received by PPH within 14 days of the due date, without limitation to any other rights or remedies, PPH may suspend the Services until such outstanding amount has been paid and/or terminate this agreement on notice to the Customer. 
  7. Audit rights
    1. The Customer shall retain full and accurate records in relation to each Provider Introduced by PPH of: 
      1. all services provider by the Provider; and
      2. all expenditures and payments made, or due, by the Customer to the Provider.
    2. During the Term, the Customer shall promptly provide PPH with copies of all such records referred to in clause 7.1 as PPH may from time to time reasonably request.  
  8. termination 
    1. This agreement shall start on the earlier of the effective date of the Order Form or the date you first receive the Services and continue unless terminated in accordance with these Terms. 
  1. PPH may terminate this agreement at any time on notice to you if:
    1. the Customer commits a breach of these Terms and any other applicable terms or policies; 
    2. we reasonably believe that the actions of the Customer does or may cause any loss, damage or liability to other Customers or to PPH; or 
    3. the circumstances under clause 6.3 or clause 6.4 arise.
  2. PPH reserves the right to change, suspend, or discontinue the Services at any time, for any reason. PPH will not be liable to the Customer for the effect that such termination may have on the Customer, including any impact on income or ability to generate revenue.
  • limitation of liability
      1. Nothing in these Terms is intended to exclude or limit our liability for death, personal injury or fraudulent misrepresentation caused by our negligence, or any other liability that cannot be excluded by law or to affect your statutory rights.
      2. PPH shall not be responsibility and shall not be liable for any loss of profit, loss of business, business interruption, or loss of business opportunity, loss of anticipated savings, loss of data, losses not reasonably foreseeable at the time of entering into these Terms, any indirect or consequential loss or damage or for events beyond our reasonable control.
      3. We exclude all implied conditions, warranties, representations or other terms that may apply to the Services. 
      4. PPH shall not be liable to the Customer for any act or omissions of the Provider, and the Customer acknowledges that the Provider shall be solely responsible for the provision of any services provided by the Provider. 
      5. PPH’s liability to the Customer shall be limited to 100% of the fees paid by the Customer to PPH in the 12 months preceding the date the liability arose.  
  • Anti-bribery 
      1. Each party shall not engage in any activity, practice or conduct which would constitute an offence under the UK Bribery Act 2010.
      2. Each party shall comply with all other applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption.
  • Variation
      1. No variation of this agreement or the Services shall be effective unless it is in writing and signed by the parties (or their authorised representatives).  
  • Waiver
      1. 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. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  • Assignment
      1. This agreement is personal to the parties, neither of whom may assign or sub-contract any of its rights and/or obligations under this agreement without the prior written consent of the other.
  • Third party rights
      1. This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
  • governing law 
      1. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms.
  • Jurisdiction
    1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims), provided that PPH may issue proceedings against the Customer in any jurisdiction in which the Customer has any assets.