The agreement between Adesto Ltd and you (the worker) covering your use of the platform, verification of your compliance documents, payroll administration, and the processing and sharing of your personal data.

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This agreement is made between Adesto Ltd, company number [Company registration number — to be confirmed], registered office at [Registered office address — to be confirmed] ("Adesto", "we", "us", "our"), and you, the healthcare professional using the platform ("you", the "Worker"). It takes effect when you register an account and tick the agreement box, or when you accept an update under section 17.2.

The platform is operated by Adesto and introduces organisations requiring temporary healthcare staffing ("clients") with healthcare professionals, and verifies professionals' compliance credentials. Adesto is an employment business within the meaning of the Employment Agencies Act 1973.

Part A — Status

1. Status of this agreement

1.1 This agreement is not a contract for the provision of your services and is not a contract of employment. Adesto does not employ, engage or supply you, and does not contract with you for your professional services.

1.2 Adesto provides you with:

• (a) access to the platform;
• (b) verification of your compliance documentation;
• (c) introduction services to clients (Adesto acts as agent for you and for the client for the limited purpose of introduction); and
• (d) where a client elects and authorises it, payroll administration services as the client's agent and paymaster.

1.3 Adesto does not guarantee that you will be offered any shift, or any particular number of shifts, and gives no warranty as to the availability of work. You are under no obligation to accept any shift offered to you.

1.4 There is no obligation on you to work for any minimum period, and no minimum hours.

1.5 You are free to work for any other organisation, agency or client, including competitors of Adesto, provided you comply with section 13.3 (conflicts and confidentiality) and your obligations to any client.

1.6 Your services are provided to the client. During each shift you are under the direction, control and supervision of the client for which you work, and not of Adesto. Adesto does not direct, supervise, roster, allocate or appraise your work.

1.7 You are not an employee, worker, agent or partner of Adesto. You have no claim against Adesto for remuneration, holiday pay, sick pay, pension, redundancy, unfair dismissal, notice, or any similar claim arising out of any shift you work, save where the law provides otherwise.

1.8 The client is responsible for paying you for work you perform. Where Adesto pays you, it does so as the client's agent and paymaster (section 7).

Part B — The platform

2. Platform access and account

2.1 Adesto grants you a personal, non-transferable, non-exclusive, revocable right to use the platform for the purpose of:

• (a) maintaining your profile and availability;
• (b) receiving and responding to shift opportunities;
• (c) uploading, storing and managing your compliance documents;
• (d) recording availability, shifts, timesheets and (where enabled) clock-in and clock-out;
• (e) signing documents electronically; and
• (f) receiving notifications and communications.

2.2 You shall:

• (a) provide accurate, complete and current information about yourself, your registrations, qualifications, training, availability and right to work;
• (b) keep your registration, DBS, training and insurance details up to date, and upload renewals promptly;
• (c) keep your login credentials secure and confidential, and not share your account;
• (d) notify us immediately of any unauthorised use of your account; and
• (e) notify us immediately if you become subject to any regulatory investigation, suspension, restriction or sanction, or if any information you have provided becomes inaccurate.

2.3 Acceptable use. You shall not:

• (a) use the platform for any unlawful purpose, or in a manner which damages, disables, overburdens or impairs it;
• (b) attempt to gain unauthorised access to any part of the platform, or to data relating to any other person;
• (c) upload malicious code, or content which is unlawful, defamatory, discriminatory or infringes a third party's rights;
• (d) scrape, copy, resell or sublicense the platform or its content; or
• (e) use the platform to circumvent a client's or Adesto's compliance requirements.

2.4 Ownership. All intellectual property rights in the platform and its content belong to Adesto or its licensors. You acquire no rights in the platform other than the limited licence in section 2.1.

2.5 Availability. The platform is provided "as is" and "as available". We do not warrant uninterrupted or error-free availability, and we may suspend or modify the platform for maintenance, security or legal reasons. You should keep your own copies of any document you need, other than where we are required to hold the original.

2.6 Data you upload. You retain ownership of the documents and information you upload. You grant us a licence to host, process, copy and disclose that information for the purposes described in sections 8 to 13 of this agreement.

2.7 Suspension and closure. We may suspend or close your account if you breach this agreement, if your compliance documents expire or are not successfully verified, if a client or regulator raises a safeguarding or compliance concern, or where required by law. You may close your account at any time under section 14.1.

3. Compliance verification

3.1 As a condition of being made available to clients, you consent to Adesto verifying (and re-verifying from time to time) the following:

• (a) your identity and right to work in the United Kingdom;
• (b) your professional registration (NMC / GMC / HCPC or equivalent), including your registration status, conditions, and any restrictions or sanctions;
• (c) your DBS status, including, where you provide it, your DBS Update Service status;
• (d) your employment history and references;
• (e) your mandatory training records;
• (f) your occupational health, immunisation and fitness to work information; and
• (g) your professional indemnity insurance.

3.2 You authorise Adesto to contact the relevant regulator, the Disclosure and Barring Service, training providers, insurers, and previous employers or referees in order to verify the information in section 3.1.

3.3 You shall provide accurate documents and shall not provide any document which is forged, falsified, altered or obtained improperly. Providing a false document is a material breach of this agreement and may be a criminal offence.

3.4 Verification is not a guarantee of your competence or suitability, and does not transfer to Adesto any responsibility which rests with you as a registered professional or with the client as your engager.

3.5 Where we receive information about you from a third party (for example a regulator or the DBS), we will handle it in accordance with this agreement and our Privacy Policy.

4. E-signature

4.1 You agree that documents may be signed electronically through the platform, and that an electronic signature applied through the platform has the same effect as a handwritten signature.

4.2 Where you sign a client's contract through the platform:

• (a) the contract is between you and the client;
• (b) Adesto is not a party to it; and
• (c) Adesto stores it and operates the electronic signature as the client's agent only, and does not act as your agent for that signature.

4.3 You may request a copy of any document you have signed.

5. Third-party services

5.1 The platform may integrate with third-party services (for example training providers, external registration verification, payment providers, and identity verification). Your use of those services may be subject to their own terms.

5.2 Adesto is not responsible for the acts or omissions of third-party providers, but shall select them with reasonable care and shall remain responsible for the personal data we disclose to them.

Part C — Payroll and payment

6. Who pays you

6.1 The client is responsible for paying you for work you perform. The rate for each shift is the rate notified through the platform.

6.2 Depending on the payment route recorded on your profile, you may be paid:

• (a) by Adesto, operating PAYE as the client's paymaster; or
• (b) by the client directly; or
• (c) by an umbrella company; or
• (d) through your own company (a personal service company), where permitted.

6.3 Payroll administration is a service Adesto provides to the client, not to you. Where Adesto operates payroll, it does so at the client's request and as the client's agent.

7. Paymaster and PAYE

7.1 Where Adesto pays you on a client's behalf, you acknowledge and agree that:

• (a) Adesto pays you as the client's agent and paymaster, and not as your employer;
• (b) a payment made by Adesto to you discharges the client's obligation to pay you to the extent of the payment;
• (c) Adesto acts as the payer for the purposes of ITEPA 2003, sections 44 to 47 (agency workers), and operates PAYE accordingly;
• (d) income tax and National Insurance will be deducted at source under PAYE, and you will receive a payslip for each payment; and
• (e) Adesto will report the payments to HMRC as required, including under Real Time Information.

7.2 Authority. You authorise Adesto to:

• (a) make payments to you on the client's behalf in respect of client-confirmed hours;
• (b) deduct income tax, National Insurance and any other amount required by law;
• (c) make any deduction you authorise in writing (for example, a court order or a lawful attachment of earnings); and
• (d) make the returns and payments to HMRC required in respect of those payments.

7.3 Where Adesto operates PAYE, it does so in its own PAYE scheme unless recorded otherwise in your profile.

7.4 If you are paid through an umbrella company or your own company, that entity is the payer and is responsible for operating PAYE and complying with the National Minimum Wage and Working Time legislation as it applies to that arrangement.

7.5 Your tax responsibilities. You are responsible for:

• (a) your own tax affairs to the extent not deducted under PAYE;
• (b) any tax registration required of you or your company;
• (c) registering for and accounting for VAT if applicable to your company; and
• (d) providing us with accurate bank, tax and payroll information.

7.6 No advance or loan. Adesto does not advance pay, and does not lend money, unless separately agreed in writing.

7.7 Overpayments and adjustments. If you are paid an amount to which you are not entitled (for example, hours recorded in error), you agree that the amount may be recovered by deduction from a future payment, or otherwise repaid, once the error has been notified to you in writing.

7.8 Disputes about pay. If you believe you have been underpaid, contact us (and the client) through the platform within 5 business days. Pay is based on the hours the client confirms. We will investigate with the client and correct any error promptly.

Part D — Data protection and privacy

8. Our role and your rights

8.1 Adesto and the client each act as independent data controllers in respect of your personal data, as described in this part.

8.2 We process your personal data in accordance with the UK GDPR and the Data Protection Act 2018, and in accordance with our Privacy Policy and Fair Processing Notice, which are incorporated into this agreement.

8.3 Our data protection contact is [DPO contact — to be confirmed].

8.4 You have the right to:

• (a) be informed about how we use your data;
• (b) access a copy of your personal data;
• (c) have inaccurate data rectified;
• (d) have data erased in certain circumstances;
• (e) restrict or object to certain processing;
• (f) data portability in certain circumstances; and
• (g) complain to the Information Commissioner's Office (ico.org.uk).

Some of these rights are limited where we must retain data to comply with the CARE Regulations, tax law, or regulatory record-keeping requirements.

9. What we process and why

9.1 The categories of personal data we process are set out in Schedule 1.

9.2 The purposes and lawful bases for our processing are set out in Schedule 2.

9.3 Some of the data we process is special category data (in particular health, immunisation and occupational health data, and criminal offence data from DBS checks). We rely on:

• (a) Article 9(2)(h) UK GDPR (preventive or occupational medicine, and assessment of working capacity, where carried out by or under the responsibility of a professional subject to a duty of confidentiality); and/or
• (b) Article 9(2)(b) UK GDPR (employment and social security law obligations, including the CARE Regulations); and
• (c) for criminal offence data, the Data Protection Act 2018, Schedule 1 Part 1 condition (the prevention or detection of unlawful acts, and the protection of vulnerable persons), together with an appropriate policy document.

Where lawful and practicable we will ask for your explicit consent (Article 9(2)(a)) — for example, for a specific occupational health referral — and you may withdraw that consent at any time.

10. Who we share your data with

10.1 We share your personal data with clients so that a client can decide who to engage, and then engage, roster, supervise, safeguard, check and pay you. What we share is described in Schedule 3 and includes: your name, contact details, professional registration details and status, compliance and training status, DBS status, CV, employment history and references.

10.2 When we share your data with a client, the client becomes an independent controller for its own purposes and must use it only for the purposes set out in Schedule 2. We do not control what the client does with your data, but we require clients by contract to use it only for those purposes and to protect it.

10.3 We also share your data with:

• (a) HMRC and payroll providers — for payroll, tax and National Insurance purposes;
• (b) umbrella companies and pension providers — where applicable to your payment route;
• (c) verification providers — the DBS, professional regulators, training providers and identity and right-to-work verification services;
• (d) our technology providers — hosting, email, SMS, push notification and cloud storage providers; and
• (e) professional advisers, auditors, insurers, regulators and law enforcement — where required by law or necessary to protect our rights.

Our current sub-processor list is published in our Data Processing Agreement.

10.4 We will not sell your personal data, and we will not use it for third-party marketing.

10.5 International transfers. Your data is primarily stored and processed in the United Kingdom. If we transfer data outside the UK, we ensure appropriate safeguards are in place.

10.6 Automated decisions. We use automated checks (for example, compliance percentage and expiry alerts) to flag whether your documents are complete and valid. You can ask for a human review of any decision which significantly affects you.

11. Scheduled, marketing and service communications

11.1 We will send you service messages which are necessary for the performance of this agreement (for example shift notifications, compliance reminders, document expiry alerts, and payroll information) by in-app notification, email, SMS and — if you enable it — push notification.

11.2 You may manage your notification preferences in the platform under Settings → Notification Settings. Core service and safety communications (for example, a compliance document expiry that affects your ability to work) may be sent regardless of preferences, because they are necessary for the service.

11.3 We will send marketing communications only where permitted by the Privacy and Electronic Communications Regulations (PECR), and you may opt out at any time.

12. Retention and security

12.1 We retain your personal data for as long as you have an account with us, and afterwards for the periods required by the CARE Regulations, tax law and regulatory record-keeping requirements. Our retention periods are set out in our Privacy Policy and our data retention policy.

12.2 Where you close your account, we will delete or anonymise data which we are not required to keep. Some data (for example, payroll and tax records, and records relating to a safeguarding concern) must be retained for the statutory period.

12.3 We implement appropriate technical and organisational measures to protect your data, including encryption in transit and at rest, access controls, logging, and staff confidentiality obligations.

12.4 If you suspect your data has been compromised, contact us at [DPO contact — to be confirmed] immediately.

12.5 You shall not use, copy, remove or disclose a client's confidential information or patient records except as authorised by the client. See section 13.

Part E — General

13. Confidentiality and conflicts

13.1 You shall keep confidential all confidential information of Adesto and of any client, including business information and, in particular, patient and service user information.

13.2 You shall comply with the data protection and information governance requirements of each client you work for.

13.3 Conflicts. You shall declare to us and to the relevant client any conflict of interest, and shall not use information obtained through the platform for any purpose other than finding and performing work.

13.4 This section survives termination.

14. Term and termination

14.1 You may close your account at any time by giving us notice through the platform or by email. Closure does not affect:

• (a) accrued payment for shifts already worked;
• (b) our right to retain data under section 12.1; or
• (c) sections which by their nature survive (including sections 7, 9, 10, 12, 13 and 15).

14.2 We may suspend or close your account immediately if:

• (a) you breach this agreement;
• (b) your professional registration lapses or is restricted;
• (c) you provide a forged or falsified document;
• (d) a client or regulator raises a safeguarding or compliance concern;
• (e) you are disqualified from working with vulnerable adults or children; or
• (f) we are required to do so by law.

14.3 Where we close your account, we will tell you the reason unless the law or a regulatory investigation prevents us from doing so.

15. Our liability

15.1 Nothing in this agreement limits our liability for death or personal injury caused by our negligence, fraud, or any liability which cannot lawfully be limited.

15.2 We are not liable for:

• (a) the acts or omissions of any client, including a client's failure to pay you, except to the extent we have been paid by that client for your work and have failed to pay you;
• (b) any act or omission of any other professional, umbrella company, training provider or third party;
• (c) any failure to offer you work, or any shift cancelled by a client;
• (d) any loss of profit, loss of earnings, loss of opportunity, or any indirect or consequential loss; or
• (e) any interruption to the platform.

15.3 Subject to section 15.1, our total liability to you under this agreement in any 12-month period shall not exceed [£5,000 — to be confirmed], save in respect of any amount we owe you for shifts which we have been paid for and have failed to pay you.

15.4 We do not exclude or limit any liability we have to you under data protection law.

16. Complaints

16.1 If you are unhappy with our service, please raise a complaint through the platform or by emailing [email protected]. Our Complaints Procedure explains how we handle complaints.

16.2 If we cannot resolve your complaint, you may contact the Information Commissioner's Office (for data protection matters) or the relevant employment agency regulator or your professional regulator as applicable.

17. General

17.1 Notices shall be in writing and sent to the email address on your account, or through the platform.

17.2 We may update this agreement from time to time to reflect changes in law, our services, or our data practices. Where a change is material, we will notify you through the platform or by email before it takes effect. Continuing to use the platform after the effective date means you accept the updated agreement. If you do not accept a change, you may close your account under section 14.1.

17.3 You may not assign this agreement. We may assign it to a group company or on a sale of our business.

17.4 If a provision is void or unenforceable, it is deleted without affecting the remainder.

17.5 Third party rights. Except for a client's right to enforce section 13.1, no person who is not a party may enforce any term of this agreement.

17.6 This agreement may be executed electronically.

17.7 This agreement, together with our Privacy Policy, our Fair Processing Notice and the platform terms incorporated by reference, constitutes the entire agreement between us in respect of its subject matter. It is not a contract for work, and nothing in it obliges either of us to enter into an engagement for the provision of your services.

17.8 This agreement is governed by the laws of England and Wales, and we each submit to the exclusive jurisdiction of the courts of England and Wales.

Your confirmations

By ticking the agreement box — at registration, and wherever you are asked to re-accept a material update — you confirm that:

• You understand that Adesto is not your employer, does not provide your services to clients, and does not guarantee you any work.
• You understand that your agreement for any shift is with the client, and that Adesto is not a party to it.
• You consent to Adesto processing your personal data and sharing it with clients and the other recipients described in sections 10 and 12, for the purposes set out in this agreement.
• You consent to Adesto operating PAYE as the client's paymaster for shifts you work, where that applies to your payment route.

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Schedule 1 — Categories of personal data we process

Schedule 2 — Purposes and lawful bases

Schedule 3 — What we share with a client, and when

We do not share your bank details, your National Insurance number, your home address (unless required for a client's own records or by law), or your emergency contact details with a client in the ordinary course.

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