1. About our terms and conditions
1.1 These terms and conditions of use relate to the timesheet logging system available through https://members.sonovate.com/signin; together with any associated software applications (the “System”). The System forms part of our wider electronic workforce management portal available at https://members.sonovate.com/ (the “Portal”). The System provides a simple way for entering timesheet information into the Portal which assists us in providing contractor management services through the Portal.
1.2 By accessing or using the System you are agreeing to comply with and be bound by these terms and conditions of use (and any documents referred to in them) which govern Sonovate’s relationship with you in relation to the System. If you do not agree with or accept any of these terms, you should stop using the System immediately.
1.3 The terms “Sonovate” or “us” or “we” refer to Sonovate Limited, the owner of the System. We are a company registered in England and Wales under company number 07500445 whose registered office is 4th Floor Greyfriars House, Greyfriars Road, Cardiff, CF10 3AL.
2.1 For the purposes of this clause 2, the term “you” refers to the end-client to whom services are being provided. Notwithstanding the foregoing, the general provisions set out in clauses 5 to 6 and clauses 14 to 19 below shall also apply to you.
2.2 To facilitate the provision of services to you, we provide a simple way for you to approve timesheet information that has been entered into the System. We do this by providing you with an electronic link to the System through which you can review and approve (or decline) timesheet information submitted by contractors who have provided services to you.
2.3 You confirm that any individual acting on your behalf (whether as an employee, director, agent or other authorised representative) to approve contractor timesheet information will be duly authorised to do so by you and that you will be duly bound by any such approvals as if they were made by you. Any such individuals will be required to agree to the following declaration before they are able to authorise contractor timesheets through the System on your behalf: “I confirm that I am an authorised representative of Sonovate Limited’s applicable end-client and that I am duly authorised to approve contractor timesheets on behalf of that end-client”.
2.4 To validate any approvals made by you and/or on your behalf we will collect certain information about the individual accessing the System and approving the timesheet information on your behalf, including (without limitation) the name, role and contact details of such individual. Where we collect such information we shall hold and process it in accordance with clauses 8 to 13 below.
3.1 For the purposes of this clause 3, the term “you” refers to agencies and/or agents using the Platform to provide contractors to end-clients. Notwithstanding the foregoing, the general provisions set out in clauses 5 to 6 and clauses 14 to 19 below shall also apply to you.
3.2 You acknowledge that these terms apply to contractors who use the System and, notwithstanding any separate terms that apply to your own use of the Portal, you shall use reasonable efforts to accommodate these terms and the contractors’ use of the System as part of your own use of the Portal.
3.3 You acknowledge clause 9.2 below and agree that:
3.3.1 you are the “data controller” in relation to information and Personal Data submitted to or through the System by contractors; and
3.3.2 you shall be responsible for, and control the collection and processing of, contractors’ Personal Data in accordance with applicable data protection laws.
4.1 Subject to clauses 2.1 and 3.1, for the purposes of the remainder of these terms and conditions, the term “you” refers to the contractor wishing to input timesheet information into the System relating to the provision of services to an end-client.
5. Using the System and restrictions on use
5.2 The System has been prepared, and is intended for use, in accordance with the laws of England and Wales. If you access the System from locations outside of England and Wales you are responsible for compliance with local laws where they are applicable.
5.3 As a condition of your use of the System, you agree:
5.3.1 not to use the System to carry out or promote any activity that is unlawful in any way under any applicable law; and
5.3.2 not to use the System for any purpose that is prohibited by these terms and conditions.
5.4 In addition, your right to use the System does not permit you to attempt to decompile (as defined in section 50B of the Copyright, Designs and Patents Act 1988) the underlying software (or any part of it) that is used in or to provide the System, or to observe, study or test the functioning of the underlying software (or any part of it) that is used in or to provide the System, except and only to the extent that such restrictions are prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988.
5.5 We may prevent or suspend your access to the System if you do not comply with any part of these terms and conditions, any terms or policies to which they refer, or any applicable law.
6. Availability of the System
6.1 We reserve the right to update, suspend, withdraw, discontinue or change all or any part of the System at any time as we see fit and without notice. While we try to make sure that the System is up-to-date, available and free from bugs, we cannot promise that it will be. Further, we do not promise that the System will be available at all times nor do we promise the uninterrupted use by you of the System. If you have any difficulties using the System, please contact us.
6.2 We will not be liable to you if for any reason the System is unavailable at any time or for any period.
7. Account and password
7.1 In order to use the System you will be required to create and manage an account in the System (an “Account”). Accounts may be created in the System by you choosing, or being provided with, a user identification code, password or other piece(s) of information as part of our security procedures (“Account Information”) to set up and manage your Account.
7.2 You agree that you are solely responsible for keeping your Account Information confidential. You must not disclose your Account Information to any third party. If you know or suspect that anyone other than you knows your Account Information you must promptly notify us.
8. Submission and security of information
8.1 You are solely responsible for the accuracy and reliability of any information submitted to or through the System by you, and you warrant that any information you submit to or through the System:
8.1.1 is clear and accurate in all material respects and is not misleading; and
8.1.2 is lawfully submitted and does not breach our terms and conditions or any applicable laws.
8.2 We will not be responsible, or liable to any third party, for the content or accuracy of any information submitted to or available through the System that is posted by you.
9. Personal Data – notification and consent
9.1 By using the System and/or by providing your information to us, you acknowledge that:
9.1.1 we shall collect and process any such information as set out in these terms and conditions; and
9.1.2 such information may include “Personal Data” as defined in the Data Protection Act 1998 (which, in brief, applies to information from which a living person can be identified),
and you hereby consent to the collection and processing of your information in accordance with these terms and conditions.
9.2 If we collect and process Personal Data we shall be subject to obligations under applicable data protection law (including the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003). For the purposes of such data protection laws, we (Sonovate Limited) are the “data processor” in relation to your information and personal data. This means we process such information on behalf of our associated agencies, who control the collection and ultimate use of this information. You should direct privacy-related requests to the relevant associated agency which is providing services and/or recruitment to you through or using the Portal. We are not responsible for any the privacy practices of our associated agencies.
9.3 If you are an individual, you have the legal right (subject to the payment of a small fee) to request access to Personal Data that we may process about you. If you wish to exercise this right, you should put your request in writing to us giving us enough information to identify you and deal with your request.
10. Collection, use and disclosure of your information
10.1 When you use the System and/or when you otherwise deal with us we may collect the following information about you:
10.1.1 personal information including first and last name, date of birth, photograph and/or likeness;
10.1.2 contact information including residential address, primary email address and primary phone number;
10.1.3 financial information including payment details and amounts, bank details and information regarding applicable taxes (including Value Added Tax);
10.1.4 National Insurance number;
10.1.5 technical information including IP address, operating system, browser type and related information regarding the device you used to visit the System, the length of your visit and your interactions with the System; and
10.1.6 details of any placements and related timesheets completed by you, including hours worked, charge rates, expenses incurred and other relevant placement/timesheet information.
10.2 We use information held about you in the following ways:
10.2.1 to carry out our services and any other obligations arising from any contracts entered into between us and our customers, agents and contractors;
10.2.2 to investigate and address any comments, queries or complaints made by you or our contractors regarding the System or the Portal;
10.2.3 to ensure that content from the System and/or the Portal is presented in the most effective manner for you and for your device;
10.2.4 for system administration, maintenance and improvements;
10.2.5 to allow you to participate in interactive features of the System, including inputting information and providing feedback;
10.2.6 to notify you about changes to the System; and
10.2.7 to comply with our legal obligations, including obligations relating to the protection of Personal Data.
10.3 We may also monitor and record communications with you (such as telephone conversations and emails) for the purposes of provision of services, quality assurance, training, fraud prevention and compliance purposes.
10.4 We may disclose your information (including Personal Data) to any member of our group (which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006).
10.5 We may disclose your information (including Personal Data) to third parties:
10.5.1 to enable such third parties, including our business partners, service providers or third-party contractors, to undertake services for us and/or on our behalf (and we will ensure they have appropriate measures in place to protect your Personal Data);
10.5.2 in the event that we sell or buy any business or assets, in which case we may disclose Personal Data to the prospective seller or buyer of such business or assets;
10.5.3 if our business or substantially all of its assets are acquired by a third party, in which case Personal Data held by us about our clients and contractors will be one of the transferred assets;
10.5.4 if we are under a duty to disclose or share Personal Data in order to comply with any legal obligation, including any request or order from law enforcement agencies and/or HMRC in connection with any investigation to help prevent unlawful activity; and
10.5.5 if you have specifically consented to us doing so.
10.6 We may also share aggregate information with selected third parties but, in such circumstances, we do not disclose any information which can identify you personally.
You have the right to ask us not to process your Personal Data for marketing purposes. We will 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. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data. You can also exercise this right at any time by following the ‘unsubscribe’ instructions in any marketing communication you receive from us, or by contacting us at email@example.com.
12.1 We may also obtain information about your general internet usage by using cookies. Cookies are text files placed on your computer, phone or tablet to help identify you as a unique user of the System, to collect standard visitor behaviour information, and to help us to maintain and improve the System. Some of the cookies we use are essential for the System to operate.
13. Data security
13.1 We will use technical and organisational measures in accordance with good industry practice to safeguard your information and Personal Data, including data encryption and secure data storage.
13.2 While we will use all reasonable efforts to safeguard your information and Personal Data, you acknowledge that the use of the internet is not entirely secure and for this reason we cannot guarantee the security or integrity of any information that is transferred from you or to you via the internet.
14. Ownership and use of the System
14.3 Nothing in these terms and conditions grants you any legal rights in the System other than as necessary to enable you to access the System, and any further or additional use is strictly prohibited unless you have our prior written permission.
15. Limitation of our liability
15.1 Nothing in these terms and conditions excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded or limited.
15.2 Subject to clause 15.1, and to the extent permitted by law, we exclude all conditions, warranties and/or representations, whether express or implied, which may apply to the System and/or any information contained or displayed within the System.
15.3 Subject to clause 15.1, we will not be liable to any user of the System for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the use of, or inability to use, the System, or with reliance on any information contained or displayed within the System. In particular, we will not be liable for any business interruption, for any loss of profits, sales, business, revenue, anticipated savings, business opportunity, goodwill or reputation, or for any indirect or consequential loss or damage.
We do not guarantee that the System will be secure or free from bugs or viruses. You are responsible for configuring your device in order to access the System and you should use your own virus protection software. We will not be liable for any loss or damage caused by a virus or any other technologically harmful material that may infect you due to your use of the System.
17. Third party sites and systems
17.1 The System may contain hyperlinks or references to third party websites or systems other than the Platform or the System. We have no control over third party websites or systems and accept no legal responsibility for any content, material or information contained in them. Your use of third party sites or systems will be governed by the terms and conditions of that third party. It is your responsibility to ensure you are happy with such third party terms and conditions.
17.2 The display of any hyperlink and/or reference to any third party website, system, product or service does not mean that we endorse that third party's website, products or services and any reliance you place on such hyperlink, reference or advert is done at your own risk.
18. General legal terms
18.1 Events beyond our control – We shall have no liability to you for any breach of these terms caused by any event or circumstance beyond our reasonable control including, without limitation: strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion or accident.
18.2 Rights of third parties – No one other than a party to these terms and conditions has any right to enforce any of these terms and conditions.
18.5 Applicable law – These terms and conditions, their subject matter and formation, are governed by the law of England and Wales. You and we both agree to that the courts of England and Wales will have exclusive jurisdiction. However, if you are a resident of Northern Ireland you/we may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you/we may also bring proceedings in Scotland.
If you have any questions about these terms and conditions please contact us by sending an email to firstname.lastname@example.org.