Terms of service

Definitions

In these Terms of service the following definitions apply:

“Opogo” means Opogo Limited; 11109626

“Platform” means the online platform created, managed and owned by Opogo
Limited;

“Applicant” means the Education Professional (including teachers, teaching
assistants, cover supervisors, exam invigilators and other positions
required in schools) and introduced to the Client for an Engagement
including any officer or employee of the Applicant if the Applicant is a
limited company and members of the Agency’s own staff. For the
avoidance of doubt the terms Educational Professional and Applicant
are interchangeable;

“Client” means the school or college or person acting on behalf of the school, college or associated body to which the Applicant is introduced, for the avoidance of doubt the terms School and Client are interchangeable within these terms;

“Introduced” means the Client’s identifying an Applicant via the Platform or
otherwise being provided with information which identifies the
Applicant; and which leads to an engagement of that Applicant;

“Assignment” means the Educational Professional Position;

“Assignment fee” Means the fee payable when Opogo supplies the Applicant for an
assignment

“Introduction fee” Means the fee payable to Opogo when the Client engages the Applicant on a permanent basis (minimum three consecutive terms)

“Umbrella” a company who employs applicants on temporary assignments and administers their payroll and invoicing.

All references to the singular include the plural. The headings contained in these Terms of service are for convenience only and do not affect their interpretation. These Terms of service are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales

General

1. Opogo provides an online platform connecting applicants individuals with schools and colleges (“Client”) and where Clients can post open Education Professional positions (“Assignments”).

2. Applicants can post individual profiles and search for and evaluate Assignments. Clients can use the Platform to search for and evaluate Education Professionals. Clients may offer an Assignment to Applicants via the Platform. Applicants are free to accept or reject the Assignment and can communicate their decision via the Platform.

3. When an Applicant indicates via the Platform their acceptance of an Assignment, the Applicant will be supplied to the School either directly by Opogo, acting as an employment business or, through one of Opogo’s preferred umbrella companies.
i. Where the supply of an Applicant to a School is through an Umbrella, Opogo will enter into a contract for services with the Umbrella and the Umbrella will employ the Applicant and be responsible for all employer’s obligations including paying the Applicant’s wages in respect of any Assignment obtained via the Platform.
ii. In such a case, as when Opogo supplies Applicants directly, Opogo act as an employment business and an Assignment Fee is payable to Opogo by the School.

4. A School may identify an Education Professional, introduced via the Platform, as a suitable candidate for a permanent position. Where the School engages an Applicant on a permanent basis (at least three consecutive school terms) Opogo acts as an employment agency and an introduction fee is payable to Opogo by the School.

5. An Introduction Fee is also payable to Opogo by a School in so called “temp to perm” situations when an Applicant who has worked at such School on an Assignment is subsequently recruited by the School on a permanent basis within 14 weeks of the start of the Applicant’s first Assignment with the School or within 8 weeks of the end of any of their Assignments with the School, whichever date is the later.

6. Opogo accepts no liability for any inability to access or use the Platform caused by system downtime or by technical issues beyond Opogo’s control.

Clients (Schools or Colleges)

7. Prior to publicising profiles of Applicants on the Platform and prior to supplying an Education Professional for an Assignment Opogo will carry out the checks required for those working in schools and colleges as set out in the statutory guidance “Keeping children safe in education” (September 2018 as updated or amended). Opogo will communicate relevant information to the relevant School prior to commencement of each Assignment.

8. When posting an Assignment on the Platform, the Client will provide details of:
a. the date on which the Applicant is required to commence work and the duration, or likely duration, of the work;
b. the position which the School seeks to fill, including the type of work the Applicant would be required to do, the location and hours, and any risk to health or safety known to the School and what steps the School has taken to prevent or control such risks;
c. the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law, or by any professional body, for the Applicant to possess in order to work in the position; and
d. any expenses payable by or to the Applicant and any information reasonably required by Opogo in order for Opogo to fulfil its obligations under the Agency Workers Regulations 2010 (“AWR”).

9. The Assignment Fee shall be paid by the Client in respect of each day of an Assignment and shall be sufficient to cover the Applicant’s pay and holiday pay, and include Opogo’s daily margin, the Umbrella’s processing margin and employer’s National Insurance contributions

10. The Introduction Fee shall be no less than 30 x Opogo’s daily margin (available from Opogo upon written request).

11. A Client may avoid liability for a “temp to perm” Introduction Fee by giving 14 days’ written notice to Opogo that it intends to continue the Assignment of the Applicant (through Opogo) (and subsequently does continue the Assignment) and pays the Assignment Fee for a further period of three months before it engages the Applicant other than through Opogo.

12. If a Client purports to pay an Introduction fee (or opts instead to extend an Assignment by three months) on the basis that an Applicant is to be recruited on a permanent basis but in fact the Applicant is employed or engaged by the Client for less than three consecutive school terms then the fee payable to Opogo will be the Introduction Fee or the Assignment Fee that would have been payable had the Applicant been supplied by Opogo for the entirety of their service with the Client (less any Assignment Fee already received by Opogo), whichever sum is the greater.

13. All Assignment Fees and Introduction Fees will have VAT added.

14. The Client or Opogo may terminate an Assignment on reasonable notice but Opogo strongly discourages the early termination of Assignments unless exceptional circumstances occur. Applicants depend on predictable schedules and reliable income. Early termination of Assignments without sufficient warning or reason causes undue inconvenience and provides Applicants with no income protection. Accordingly, Opogo’s policy is to invoice one day’s Assignment Fee in respect of any confirmed Assignment cancelled less than 24 hours prior to the agreed commencement date to enable payment to the Applicant.

15. During an Assignment, the Client will confirm to Opogo that the Applicant has indeed worked on the Assignment but, in any case, it shall be assumed that the Applicant has worked (and the Client will be invoiced accordingly) unless the Client notifies Opogo that no work has been carried out by the Applicant on the day in question. The Client cannot refuse to pay for days when Applicants have worked on Assignment.

16. Opogo shall invoice Clients weekly in respect of all time worked on Assignment by all Applicants at that School during the preceding week and the Client shall settle all invoices within 15 working days of issue.

17. Opogo shall keep, and maintain for 6 years following each Assignment, details of all Assignments and the Applicants working on them.

18. Whilst reasonable efforts are made by Opogo to give satisfaction to the Client by ensuring reasonable standards of skill, integrity and reliability from the Applicants and to provide the same in accordance with the details as provided by the Client, no liability is accepted by Opogo for any loss, expense, damage or delay arising from any failure to provide any Applicant for all or part of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Applicant or if the Applicant terminates the Assignment for any reason. For the avoidance of doubt, Opogo does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude by law.

19. Education Professionals supplied by Opogo pursuant to these Terms of service are engaged under contracts for services or employed by the Umbrella. They are not Opogo’s employees but are deemed to be under the supervision direction and control of the Client from the time they report to take up duties and for the duration of the Assignment. The Client agrees to be responsible for all acts, errors or omissions of the Applicant, whether wilful, negligent or otherwise as though the Applicant were on the payroll of the Client.

20. The Client will comply in all respects with all statutory provisions as are in force from time to time including, for the avoidance of doubt, but not limited to the Working Time Regulations, Health and Safety at Work etc. Act 1974, the Management of Health and Safety at Work Regulations 1999, by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the School’s own staff including in particular the provision of adequate Employer’s and Public Liability Insurance cover.

21. Opogo and the Client agree that they will keep confidential all confidential information and take reasonable steps to ensure that their officers, employees and agents do not disclose confidential information save in the proper performance of their obligations under these Terms of service.

22. Without prejudice to the generality of clause 21 above:
a. All information relating to an Education Professional posted on the Platform or otherwise provided by Opogo to the Client is confidential and is provided solely for the purpose of providing work-finding services to the Client and is subject to any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or the General Data Protection Regulation 2018 or any successor legislation. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the current data protection legislation at all times in receiving and processing personal data.
b. Opogo undertakes to keep confidential all relevant terms and conditions of employment that the Client discloses to Opogo and not to use such information except for the purposes of compliance with AWR. All personal data is collected and processed as set out in our privacy policy.

23. The Client undertakes not to request the supply of an Applicant to perform the duties normally performed by a worker who is taking part in official industrial action or duties normally performed by a worker who has been transferred by the Client to perform the duties of a person on strike or taking official industrial action.

24. The Client shall indemnify and keep indemnified Opogo against any losses incurred by Opogo arising out of any Assignment or arising out of any non-compliance with, and/or as a result of any breach of, these Terms by the Client.

25. The Client shall inform Opogo in writing of any AWR claim which comes to the notice of the Client as soon possible but no later than 7 calendar days from the day on which any such AWR claim comes to the notice of the Client.

26. If the Applicant brings, or threatens to bring, any AWR claim, the Client undertakes to take such action and give such information and assistance as Opogo may request, and within any timeframe requested by Opogo and at the Client’s own cost, to avoid, dispute, resist, mitigate, compromise or defend any such AWR claim and to appeal against any judgment given in respect thereof.

27. Opogo takes all complaints seriously and is committed to continuous improvement. If Clients have a complaint they should send this by email to info@opogo.com. Opogo will normally respond within one business day. Opogo will investigate any matter referred and take appropriate action where necessary. If the complaint is regarding the performance, behaviour or competence of an Applicant, Opogo will investigate the matter and take proportionate action ranging from verbal and written feedback to suspension or termination of the Applicant’s profile on the Platform and termination of an Assignment. Opogo also reserves the right to restrict a Client’s access to the Platform, for example in cases of non-payment.

28. These Terms of service, together with the Assignment details agreed via the Platform constitute the entire agreement between Opogo and the Client as regards the Assignment in question.

Applicants (Educational Professionals)

29. In accepting these Terms of service you agree to provide your services on Assignment to a School, supplied by Opogo either directly or as an employee of the Umbrella. When you are supplied to a School through the Umbrella, the Umbrella will be your legal employer and responsible for paying you.

30. For the avoidance of doubt, these Terms of service do not constitute a contract of employment between Opogo and you or between you and the School.

31. Where payment is to be made through an umbrella company, you acknowledge that a separate contract of employment between you and the Umbrella exists or will exist prior to commencement of your first Assignment.

32. You acknowledge that the nature of temporary work means that there may be periods when no suitable work is available and you may not be permanently occupied.

33. Prior to acceptance of any Assignment Opogo will — via the Platform, by email or by text message — provide you with the following information:
a. the identity of the School;
b. the date the Assignment is to commence and the duration or likely duration of the Assignment;
c. the position which the Client seeks to fill, including the type of work you would be required to do in that position, the location at which, and the hours during which, you would be required to work;
d. the rate of pay and any expenses payable by or to you (subject to any deductions required by law or which you may agree with the Umbrella);
e. details of the experience, training, qualifications and any authorisation which the Client considers are necessary or which are required by law or a professional body for you to possess in order to work on the Assignment.

34. By accepting an Assignment, you accept 33. a, b, c and d above and you confirm that you meet the criteria in 33.e above.

35. If you are unable for any reason to attend work during the course of an Assignment, you should first inform Opogo at least one hour before your normal start time to enable alternative arrangements to be made. If this is not possible, you should inform the Client and Opogo as soon as possible.

36. If, either before or during the course of an Assignment, you become aware of any reason why you may not be suitable for an Assignment, you shall notify Opogo without delay.

37. You will be paid for your work on an Assignment based on the agreed rate of pay specified in the relevant Assignment posted on the Platform multiplied by the number of days worked in the relevant period.

38. Opogo, the Client or you may terminate an Assignment on reasonable notice.

39. You acknowledge that the continuation of an Assignment is subject to and dependent on the continuation of the agreement entered into between Opogo and the Client. If that agreement is terminated for any reason, the Assignment shall cease with immediate effect without liability to you, except for payment for work done up to the date of termination of the Assignment.

40. Unless exceptional circumstances apply, your failure to inform the Client or Opogo of any inability to attend work as required under clause 35 above will be treated as termination of the Assignment by you.

41. Opogo will be entitled to terminate the Assignment if the work to which you were assigned is no longer available.

42. At the end of each Assignment or on request you agree to deliver up to the Client or to Opogo (as directed) all documents (including copies), ID cards, swipe cards, equipment, passwords, pass codes and other materials belonging to the Client which are in your possession, including any data produced, maintained or stored on the School’s computer systems or other electronic equipment.

43. You consent to Opogo and the School and any other intermediary involved in supplying your services to the Client, (such as the Umbrella) holding and processing data relating to you for legal, personnel, administrative and management purposes and, in particular, to the processing of any “sensitive personal data” as defined in any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or the General Data Protection Regulation 2018 or any successor legislation, relating to them including, as appropriate:
a. information about your physical or mental health or condition to monitor sick leave and take decisions as to your fitness for work;
b. your racial or ethnic origin or religious or similar beliefs to monitor compliance with equal opportunities legislation;
c. information relating to any criminal proceedings in which you have been involved for insurance purposes and to comply with legal requirements and obligations to third parties.

44. All personal data is collected and processed as set out in our privacy policy.

45. You consent to Opogo and the Umbrella making such information available to the Client, to those who provide products or services to Opogo (such as advisers), to regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of Opogo or any part of its business.

46. You consent to the transfer of such information outside the European Economic Area (EEA) for purposes connected with the subject matter of these Terms of service.

47. Some of the personal information Opogo collect about you will be held and processed in the US in order to perform our contract with you. There is an adequacy decision by the European Commission known as Privacy Shield in respect of the US. This means that the country is deemed to provide an adequate level of protection for your personal information.

48. Should Opogo need to transfer data outside of the EEA and the US, to ensure your personal information receives an adequate level of protection Opogo will put in place appropriate security measures that ensure that your personal information is treated by any third parties in a way that is consistent with and which respects the EU and UK laws on data protection.

49. You confirm that:
a. the information supplied by you to Opogo via the Platform is correct;
b. you have the experience, training, qualifications and any authorisation which the School considers are necessary or which are required by law or by any professional body for the Applicant to possess in order to perform the Assignment;
c. you are not prevented by any other agreement, arrangement, restriction (including, without limitation, a restriction in favour of any employment agency, employment business school or college) or any other reason, from fulfilling your obligations under this agreement; and
d. you have valid and subsisting leave to enter, remain and work in the United Kingdom for the duration of any Assignment you may accept under these Terms of service and you are not (in relation to such leave) subject to any conditions which may preclude or have an adverse effect on the Assignment.

50. You agree to reimburse Opogo and the Client in connection with any loss or expenses (including legal and other professional fees and expenses) which Opogo or the Client may suffer, sustain, incur, pay or be put to arising from or in connection with:
a. any failure by you to comply with your obligations under this agreement;
b. any negligent or fraudulent act or omission by you;
c. the disclosure by you of any Confidential Information;
d. any employment-related claim brought by you in connection with the Assignment; or
e. the infringement by you of the Client ‘s intellectual property rights.

51. Use of the Platform is at the discretion of Opogo. Opogo reserves the right to suspend or remove your profile from the Platform, and/or restrict your access to the Platform. Examples of reasons to restrict access to the Platform may include, but are not limited to, alleged provision of fraudulent qualifications or references, safeguarding concerns, or alleged unprofessional or incompetent behaviour.

52. Opogo may communicate changes to these Terms of service by posting revised Terms of service on the Platform. Changes that may have an adverse impact on you will be communicated to you prior to posting on the Platform. Your continued use of the Platform denotes continued acceptance of its Terms of service.