Terms of Use & Terms and Conditions

Terms of Use


This page explains the terms of use of the SumoShift (We, Us) service. SumoShift is part of Persona Limited, based at the Wesley Clover Innovation Centre, Coldra Wood, Newport, South Wales, NP18 2YB, United Kingdom.

SumoShift is a platform for facilitating interactions between Clients and Contractors (collectively known as Users). Contractors carry out work during Shifts in exchange for money paid by the Client.

SumoShift is the intermediary between the Client and the Contractor.

A Client and Contractor will enter into an Agreement if:

1. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

2. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

The Agreement between Client, Contractor and SumoShift:

Initiation

The Client will specify the conditions, details, hours and wages for the Shift they require to be filled by the Contractor. The Contractor will confirm their willingness to carry out the necessary work at the specified hours in order to fulfil the Shift in exchange for the stated wages.

Assurance

Although we vet and verify our users, SumoShift, and its affiliates, are not responsible if the Contractor or the Client do not do what they promote they do. Nor will SumoShift be responsible should either the Contractor’s advertised opportunity, or the Client’s ability to perform the tasks, be of a lower standard than they themselves have communicated.

Performance

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.

Fees

SumoShift will charge a fee for the use of the platform and associated services. Refer to the Pricing page for details on fees.

Compensation

For the services rendered by the Contractor as required by this Agreement, the Client will provide compensation (the “Compensation”) to the Contractor of a fixed amount. The Compensation as stated in this Agreement does not include Value Added Tax. Any VAT required will be charged to the Client in addition to the Compensation. The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Compensation and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.

Payments

Upon completion of the Shift, unless the Client initiates a dispute, the Client will be charged for the Contractor's work and the funds will be transferred to the Contractor's bank account.

Payment processing services for Contractors on SumoShift are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Contractor on SumoShift, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of SumoShift enabling payment processing services through Stripe, you agree to provide Us accurate and complete information about you and your business, and you authorize Us to share it and transaction information related to your use of the payment processing services provided by Stripe.

Reimbursement of Expenses

The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

Confidentiality

Confidential information (the “Confidential Agreement”) refers to any data or information relation to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. The Contractor agrees they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.

Ownership of Intellectual Property All Intellectual Property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.

Return of Property

Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

Capacity/Independent Contractor

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

Indemnification

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occur in connection with this Agreement. This indemnification will service the termination of this Agreement.

Dispute Resolution

In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the United Kingdom.

Modification of Agreement

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

Time of the Essence

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

The Contractor will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Entire Agreement

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

Titles/Headings

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the United Kingdom, without regard to the jurisdiction in which any action or special proceeding may be instituted.

Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.


Terms and Conditions (Hirer)


Terms of Business for Hirers with SumoShift

1. Definitions and Interpretations


1.1. In these terms the following definitions apply:

Application: means the submission of a Shifter’s profile for consideration in the Hiring process against a specified Shift. The Shifter may also be referred to as the ‘Applicant’;

Attachment Fee: means the fee payable by the Hirer to the Employment Business in accordance with section 7, as permitted by Regulation 10 of the Conduct Regulations;

AWR: means the Agency Workers Regulations 2010 and/ or the Agency Workers (Northern Ireland)Regulations 2011;

Calendar Week: means any week commencing on Saturday and ending on the immediately following Friday;

Conduct Regulations: means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and/ or the Conduct of Employment Agencies and Employment Businesses Regulations (Northern Ireland) 2005;

Confidential Information: means any and all confidential commercial, financial, marketing, technical or other information or data of whatever nature relating to the Hirer or SumoShift or their business or affairs (including but not limited to these Terms, data, records, reports, agreements, software, programs, specifications, know-how, trade secrets and other information concerning the Shift) in any form or medium whether disclosed or granted access to whether in writing, orally or by any other means, provided to the Shifter or any third party in relation to the Shift by the Hirer or SumoShift or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;

Data Protection Laws: means: (a) up to and including 24 May 2018, the Data Protection Act 1998 ("DPA") and EC Directive 95/46/EC (the "DP Directive"); or (b) on and from 25 May 2018, the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation) (“GDPR”) and, in each case, all legislation and regulations enacted in the UK in respect of the protection and transfer of personal data;

Deductions: means any deductions which SumoShift may be required by law to make and in particular in respect of PAYE pursuant to Sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003 and Class 1 National Insurance Contributions;

Dispute: any point of contention with regards to the Shift between Shifter and Hirer which can be communicated via the Platform for mediation by SumoShift;

Equal Treatment: refers to the legal protection all employees have to have the same rights as any other employee. Practices and policies must be applied equally, consistently and fairly among everyone at the Hirer’s organisation beyond 12 continuous Calendar Week period of hiring a Shifter as per Regulation 5(4) of the AWR;

Hirer: means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Shifter is introduced via the Platform. The Platform will refer to a Hirer using the term “Hirer” or “Employer”. Notwithstanding the foregoing, please note that as a matter of law neither the Hirer nor SumoShift will employ Shifters. Rather, during Shifts the Shifter will be engaged by SumoShift as a worker on a contract for services (not a contract of employment), and his or her services will be supplied by SumoShift to the Hirer (or “Employer”). No contract of employment, or contract for services, will exist between the Shifter and the Hirer (or “Employer”). For completeness, between Shifts no contract for services shall exist between the Shifter and SumoShift;

Hirer Rating: has the meaning given to it in clause 3.11;

Hiring Fee: means the charges of SumoShift calculated in accordance with clause 5 and as such may be varied from time to time in accordance with these Terms;

Losses: means all losses, liabilities, damages, costs, expenses whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands;

Selection: means the engagement (including the Shifter’s acceptance of the Hirer’s offer), employment or use of the Shifter by the Hirer or by any third party to whom the Shifter has been introduced by the Hirer, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement; or through a limited company of which the Shifter is an officer, employee or other representative; and “Selected” and “Selects” shall be construed accordingly;

Shift: means services to be performed by the Shifter for the Hirer for a period of time during which the Shifter is supplied by SumoShift to work temporarily for and under the supervision and direction of the Hirer;

Shift Specifications: means written confirmation of the Shift details agreed with the Hirer prior to commencement of each Shift and provided to the Hirer via. the “Selection” section on the Application;

Shifter: means the individual seeking Shift work via the Platform to provide services to the Hirer, all of whom shall have attained 18 years of age (necessary in order to safeguard the rights and health and safety of individuals below that age as SumoShift is unable to ensure full compliance with all applicable laws and regulations relating to the engagement by Hirers of individuals via. the Platform below the age of 18). The Platform will refer to the individual using the term “Shifter”;

Shifter Rating: has the meaning given to it in clause 3.11;

SumoGo: is SumoShift’s ‘pay per hire’ service. The rate for each hire is set at £5 whereby payment for the Shifter is deducted at the point of hire. No subscription or invoice service is necessary with this payment plan, however, Hirers will be required to have a verified account.

SumoPayroll: is SumoShift’s Employment Business service. Hirer’s can use the platform to Select any Shifter they feel meets their needs, and will be charged for the hire of the Shifter retrospectively via invoice, including fees associated with the hire as explained in section 5.2;

SumoShift: means the Employment Business and Employment Agency, Persona Ltd (registered in England and Wales under company no. 08774014), Wesley Clover Innovation Centre, Newport, Gwent, NP18 2YB;

SumoSubscriptions: is SumoShift’s subscription service, which offers Hirers a monthly allowance of hires based on their price plan. The parameters of the subscription service are set out in section 5.3;

Terms: means these terms of business together with any application Shift Specifications;

The Platform: means the Platform developed, owned and operated by SumoShift, either via. the website (www.sumoshift.com) or the respective iOS and Android applications;

Trial: is SumoShift’s freemium offering to sample the Platform. The parameters of the Trial are set out in section 5.5;

Verification: means the requirement of checking a Shifters right to work in the UK credentials. These are checks conducted by SumoShift in line with UK and EU employment law to establish the Shifter’s identity, age and eligibility to work in the United Kingdom;

Vulnerable Persons: an adult that can be defined as a person aged 18 years or over who is, or may be in need of, community care services by reason of mental or other disability, age or illness; and who is or may be unable to protect themselves against significant harm or exploitation;

WTR: means the Working Time Regulations 1998 and/or the Working Time Regulations (Northern Ireland) 1998.

1.2. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.

1.3. The headings contained in these Terms are for convenience only and do not affect their interpretation.

1.4. Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of these Terms) and all subordinate legislation made (before or after these Terms) under it from time to time.

2. The Contract

2.1. These Terms constitute the contract between SumoShift as an Employment Business and the Hirer for the supply of Shifter’s services by SumoShift to the Hirer via the Hirer’s use of the Platform, and are deemed to be accepted by the Hirer by virtue of its registration with SumoShift via the Platform, its log-in to and use of the Platform, the Selection of the Shifter, and/or the passing of any information by the Hirer about a Shifter to any third party following an introduction of a Shifter via the Platform.

2.2. These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by SumoShift, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer. These Terms shall also, in the event of conflict and notwithstanding anything to the contrary therein, prevail over any terms which from time-to-time govern the Hirer’s access to, and use of, the Platform (save insofar as the terms governing access to, and use of, the Platform relate to limitations of SumoShift’s liability in which case, in the event of a conflict, the terms governing access to, and use of, the Platform shall prevail).

2.3. Subject to clause 5.3, no variation or alteration to the Terms shall be valid unless the details of such variation are agreed between SumoShift and the Hirer and are set out in writing and a copy of the varied Terms is given to the Hirer stating the date on or after which such varied Terms shall apply.

2.4. SumoShift shall act as an employment business and an employment agency [as defined in Section 13(3) of the Employment Agencies Act 1973 or in the Employment (Miscellaneous Provisions)(Northern Ireland) Order 1981] (as amended) when the Hirer accesses the Platform for the purposes of Selecting a Shifter.

3. Hirer Obligations

3.1. To enable SumoShift to comply with its obligations under the Conduct Regulations, and to provide Shifters with information regarding potential Shifts sufficient to enable them to determine their interest in the same, the Hirer undertakes to provide to the Shifter via the Platform details of each position which the Hirer seeks to fill, including the following:

3.1.1. the type of work the Shifter would be required to do;

3.1.2. the location and hours of work;

3.1.3. details regarding remuneration;

3.1.4. by selecting the appropriate “Applicant” on the Platform, the experience, training, qualifications and any authorisation which the Hirer considers necessary or which are required by law or any professional body for the Shifter to possess in order to work the Shift. Where Selection of an “Applicant” would not enable the Hirer to adequately inform SumoShift of the experience, training, qualifications and any authorisation which the Hirer considers necessary or which are required by law or any professional body for the Shifter to possess in order to work the Shift, the Hirer agrees it shall inform SumoShift in writing of the same (in accordance with clauses 14.2 and 14.3) and shall cooperate fully and in a timely manner with SumoShift in this regard.

3.1.5. any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;

3.1.6. the date and time the Hirer requires the Shifter to commence the Shift;

3.1.7. the duration or likely duration of the Shift, along with any other details required by SumoShift via the Platform.

3.2. The Hirer acknowledges that SumoShift will make available to Shifters registered with it the details provided to SumoShift relating to Shifts via the Platform. The Hirer acknowledges that SumoShift will Notify Shifters of Shifts via the Platform and, that any matching, beit automated or otherwise, will refer to the data (including personal data and sensitive personal data) provided by the Shifter to SumoShift and any criteria specified by the Hirer in relation to Shifters’ characteristics and/or the potential Shifts (for example, without limitation, remuneration and emoluments, and experience, training, qualifications and any authorisation(s) which the Hirer considers are necessary, or which are required by law or by any professional body). The Platform will provide to a Hirer details of all, or a selection of, Shifters who have expressed interest in the Shift, from whom the Hirer shall select the Shifter(s) to whom the Shift will be offered. Accordingly, the Hirer acknowledges that SumoShift is not involved in the Hirer’s Selection of Shifters for a Shift (and makes no warranties or representations in relation to the suitability of a specific Shifter for a specific Shift, including where the Hirer requests SumoShift to Select a Shifter on their behalf). The Hirer hereby agrees that it shall not specify any such criteria, or raise any questions of Shifters, or select any Shifter for a Shift where to do so, or may, result in it and/or SumoShift breaching any applicable laws or regulations, including and without limitation to the Equality Act 2010 (EQA).

3.3. The Hirer will assist SumoShift in complying with its duties under the WTR by supplying any relevant information about the Shift requested by SumoShift and the Hirer will not do anything to cause SumoShift to be in breach of its obligations under the WTR.

3.4. The Hirer will comply with its obligations under Regulation 12 (Rights of agency workers in relation to access to collective facilities and amenities) and 13 (Rights of agency workers in relation to access to employment) of the AWR.

3.5. To enable SumoShift to comply with its obligations under the AWR, the Hirer undertakes as soon as possible prior to the commencement of each Shift and during each Shift (as appropriate) and promptly at any time at SumoShift’s request:

3.5.1. to inform SumoShift of any Calendar Weeks in which the Shifter has worked in the same or similar role with the Hirer via any third party prior to the start of the relevant Shift and/or during the relevant Shift which count or may count towards qualifying for Equal Treatment;

3.5.2. if, the Shifter has worked in the same or similar role with the Hirer via any third party prior to the start of the relevant Shift and/or works in the same or similar role with the Hirer via any third party during the relevant Shift, to provide SumoShift with all the details of such work which may count towards achieving Equal Treatment, including (without limitation) details of where, when and the period(s) during which such work was undertaken and any other details requested by SumoShift;

3.5.3. to inform SumoShift if, the Shifter has prior to the date of the relevant Shift and/or during the relevant Shift carried out work which could be deemed to count towards Equal Treatment for the relevant Shift in accordance with Regulation 9 of the AWR because s/he has:

3.5.3.1. completed two or more assignments with the Hirer;

3.5.3.2. completed at least one assignment with the Hirer and one or more earlier assignments with any member of the Hirer’s group; and/or

3.5.3.3. worked in more than two roles during an assignment with the Hirer and on at least two occasions worked in a role that was not the same role as the previous role;

3.6. In addition, for the purpose of awarding any bonus to which the Shifter may be entitled under the AWR, the Hirer will:

3.6.1. integrate the Shifter into its relevant performance appraisal system;

3.6.2. assess the Shifter’s performance;

3.6.3. promptly provide SumoShift with copies of all documentation relating to any appraisal of the Shifter, including without limitation written details of the outcome of any appraisal and the amount of any bonus awarded; and

3.6.4. promptly provide SumoShift with all other assistance SumoShift may request in connection with the assessment of the Shifter’s performance for the purpose of awarding any bonus.

3.7. The Hirer will promptly comply with all SumoShift’s requests for information and any other requirements to enable SumoShift to comply with the AWR.

3.8. The Hirer warrants that:

3.8.1. all information and documentation supplied to SumoShift in accordance with clauses 3.5, 3.6 and 3.7 are complete, accurate and up-to-date; and

3.8.2. it will, during the term of the relevant Shift, immediately inform SumoShift in writing of any subsequent change in any information or documentation provided in accordance with clauses 3.5, 3.6 and 3.7; and

3.8.3. it shall not seek to structure Shifts in such a manner as to avoid the application to a Shifter(s) of the AWR.

3.9. Without prejudice to clauses 13.7 and 13.8, the Hirer shall inform SumoShift in writing of any:

3.9.1. oral or written complaint the Shifter makes to the Hirer which is or may be a complaint connected with rights under the AWR; and

3.9.2. written request for information relating to the Hirer’s employee terms and conditions that the Hirer may receive from a Shifter as soon as possible but no later than 48 hours from the day on which any such oral complaint is made to or written complaint or request is received by the Hirer and the Hirer will take such action and give such information and assistance as SumoShift may request, and within any timeframe requested by SumoShift, in order to resolve any such complaint or to provide any such information in a written statement to the Shifter within 28 days of the Hirer’s receipt of such a request in accordance with Regulation 16 of the AWR and the Hirer will provide SumoShift with a copy of any such written statement.

3.10. The Hirer undertakes that it knows of no reason why it would be detrimental to the interests of the Shifter for the Shifter to work and complete the Shift.

3.11. The Hirer agrees that promptly following the completion of a Shift, the Hirer will provide via the Platform a rating of the Shifter based on the following non-exclusive factors: Performance, Presentation and Punctuality and confirm or not whether the Hirer would Select the Shifter for future Shifts (a Shifter Rating). The Hirer hereby warrants that each such Shifter Rating will be true, accurate and not misleading, and will reflect an objective impression gained during the Shift. The Hirer acknowledges that at the end of each Shift the Shifter will provide via the Platform a rating of the Hirer based on the following non-exclusive factors: Shift Induction/Orientation, Accuracy of Shift Specification, Health & Safety and confirm or not whether the Shifter would Apply for Shifts with the Hirer again (a Hirer Rating). Shifters will be required to warrant that each such Hirer Rating will be true, accurate and not misleading, and will reflect an objective impression gained during the Shift. In respect of each Shift the Shifter shall be informed of the Shifter Rating and Hirer shall be informed of the Hirer Rating. Prior to accepting Shifts via the Platform, Shifters shall be able to view details of prior Shifter Ratings, and may take the same into account when determining whether or not to accept a Shift.

3.12. If the Shifter receives a 1-star Shifter Rating which the Shifter considers unjustified, SumoShift will, in a timely fashion, review the relevant Shifter Rating provided always that the Shifter has promptly provided SumoShift in writing the reasons the Shifter considers the Shifter Rating to be unjustified, along with any supporting documentation relevant to the same. The Hirer agrees to co-operate with any such review conducted by SumoShift, including providing it with such further information as SumoShift in its sole and absolute discretion considers relevant to the same. Upon conclusion of any such review SumoShift will in its sole and absolute discretion determine whether to uphold, adjust or remove the relevant Shifter Rating. The Hirer agrees that the decision of SumoShift in this regard shall be final and that the Hirer shall have no right to appeal against the same.

3.13. Notwithstanding anything else in these Terms, it is a condition of SumoShift providing services to the Hirer under these Terms, and accordingly of access to the Platform, that the Hirer agrees (including for the purposes of the Data Protection Laws) to the processes in relation to Shifter and Hirer Ratings described in this clause, which are fundamental to the operation of SumoShift and the Platform. Accordingly, if the Hirer subsequently revoked its agreement to the same for the period that the Hirer has revoked its agreement the Hirer agrees and acknowledges it shall not be provided with services by SumoShift and shall not have access to the Platform.

4. Information to be Provided by SumoShift to the Hirer

4.1. When a Hirer uses the Platform for the Selection of a Shifter the Platform shall inform the Hirer:

4.1.1. of the identity of the Shifter;

4.1.2. that the Shifter is willing to work the Shift; and

4.1.3. the Hiring Fee

4.2. Details of only those Shifters who have submitted an Application to fill the Shift who have indicated they have the experience, training, qualifications and any authorisation(s) which the Hirer has, by Selecting the appropriate Applicant on the Platform, considered are necessary, or required by law or by any professional body, to work a Shift will be provided via the Platform to the Hirer pursuant to the process summarised in clause 3.2.

5. Fees

5.1. The Hirer agrees to pay the Fees as notified to and agreed with SumoShift and the Hirer via the Platform.

5.2 Fees for SumoPayRoll:

5.2.1 Subject to clause 5.3, unless otherwise notified to and agreed with the Hirer in writing, the Fees will be calculated on the following basis: Number of hours worked by the Shifter (usually to the nearest half hour) multiplied by the gross hourly rate set for the Shift, plus any Employer’s National Insurance Contribution and SumoShift’s service charge.

5.2.2 SumoShift reserves the right to apply the following additional Fees, which will be in addition of the Fees calculated in accordance with clause 5.2:

5.2.2.1. an amount equal to any paid holiday leave to which the Shifter is entitled in excess of the statutory entitlement referred to in clause 5.2, whether pursuant to the WTR, the AWR or otherwise;

5.2.2.2. an amount equal to any bonus or commission that the Hirer awards the Shifter in accordance with clause 5.2 immediately following any such reward (and SumoShift will pay any such bonus to the Shifter); and

5.2.2.3. any other, or additional, amounts to which the Shifter is entitled under the AWR or any other applicable legal requirement or entitlement (including, without limitation, pensions auto-enrolment legislation), where applicable; all of which may be subject to Fee charges as set out in clause 5.2.

5.2.3. SumoShift further reserves the right to vary the Fees agreed with the Hirer, by giving the Hirer written notice:

5.2.3.1. in order to comply with any additional liability imposed by statute or other legal requirement or entitlement, including but not limited to the AWR and/or pensions auto-enrolment legislation; and/or

5.2.3.2. if there is any variation in their existing employee terms and conditions.

5.2.4. Unless otherwise agreed in writing, howsoever the Fees are determined (including pursuant to clauses 5.2 and 5.3) they shall include in addition a sum equal to any travel, hotel or other expenses as may have been agreed with the Hirer. This element of the Fees will not be subject to additional charges.

5.2.5. SumoShift will invoice the Fees to the Hirer on a weekly basis. The Hirer will pay the Fees within 14 days of the date of the invoice via Direct Debit.

5.2.6. VAT is payable at the applicable rate on the entirety of the Fees.

5.2.7. SumoShift reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of an additional 5% of the original Fee every week the Fee is outstanding from the due date until the date of payment.

5.2.8. No refunds are payable by SumoShift in respect of Fees charged.

5.2.9. The Hirer’s obligations under this clause 6 shall be performed without any right of the Hirer to invoke set-off, deductions, withholdings or other similar rights.

5.2.10. The Hirer consents to SumoShift conducting credit checks on it. Such checks may be conducted at any time following entry into these Terms and on more than one occasion, and the Hirer shall promptly provide SumoShift with any information requested in connection with the same. Without prejudice to the generality of clause 10 regarding termination of Shifts, SumoShift may in its sole and absolute discretion render the commencement or continuance of any Shift subject to and conditional on the Hirer paying SumoShift in advance of commencement or continuation of the Shift a sum equal to SumoShift’s best estimate (in its sole and absolute discretion and based on facts reasonably available to it at the relevant time) of the Fees likely to be incurred by the Hirer in connection with the relevant Shift. Where the Hirer makes such a pre-payment SumoShift will still invoice the Fees to the Hirer on a weekly basis in accordance with clause 5.5. No payment shall be required in respect of an invoice issued in such circumstances unless SumoShift, in its sole and absolute discretion, requires that the Hirer within 7 days of the date of the invoice pays SumoShift via Direct Debit a sum equal to the amount (if any) by which the Fees on the relevant invoice exceed the pre-payment made by the Hirer in respect of the period covered by the invoices and/or previous invoices in respect of the same Shift. Where applicable SumoShift will within 14 days of the date of the final invoice in respect of a Shift reimburse the Hirer in respect of the amount (if any) that the pre-payment made by the Hirer in respect of the relevant Shift exceeded the Fees actually incurred by the Hirer in respect of the same. For the avoidance of doubt, the Hirer agrees that no interest shall be payable by SumoShift in respect of such excess.

5.3. Fees for SumoSubscription:

5.3.1. By purchasing and signing up to one of the Platform’s subscription price plans, you agree to an initial and recurring monthly payment at the then-current monthly subscription rate, and you accept responsibility for all recurring charges until you cancel your subscription. You may cancel your monthly subscription at any time, subject to the terms of our cancellation policy.

5.3.1.2. Once you subscribe to one of the SumoSubscription price plans, SumoShift will automatically process your monthly subscription fee at the point of signing up. The subsequent payments will continue to automatically be processed each month on the designated collection date, as set out in your Payment Preferences at the then-current monthly subscription rate, until you cancel your subscription or amend your Payment Preferences. You will be notified of the payment collection and a receipt will be provided. See section 5.3.3. for instructions of how to cancel your SumoSubscription.

5.3.2. If we do not receive payment or your card details are expired or rejected, you agree to pay all amounts due upon demand. Following any such non-payment, we may require you to provide alternative card details as a contingency payment method before continuing to use the Platform. You authorise us to charge outstanding fees and other amounts due to us against any bank card you have on file with us. We reserve the right to take all necessary steps to collect amounts due from you, including but not restricted to legal action and/or using third party collection agencies. If your account is more than 30 days past due, and is forwarded to a collections agency, you will additionally be liable for any recovery fees charged by the agency. You are solely responsible for any and all fees charged to your bank card by the issues, bank, or financial institution including, but not restricted to, subscription, overdraft, insufficient funds, and over the credit limit fees. You agree to notify us of any billing problems or discrepancies within 30 days after they first appear on your statement. If you do not bring them to our attention within 30 days, you agree that you waive your right to dispute such problems or discrepancies. We may modify the price, content, or nature of the Platform at any time. At our sole discretion, we may fix prices of certain members based on factors such as sign up date and good standing. SumoShift will notify members receiving such price rates prior to the implementation of any price changes. If we modify any of the foregoing terms, you may cancel your membership, and/or decide to apply to change your price plan to another of SumoShift’s offerings. We may provide notice of any such changes by email, notice to you upon login, or by publishing them on the website.

5.3.3. You may cancel your SumoSubscription at any time by logging into your account and amending your next Payment details by selecting ‘None’. You will then be contacted by one of the team to verify the selected action/change is indeed what was intended. If you need help, you can email SumoShift via info@sumoshift.com or help@sumoshift.com. If you cancel your SumoSubscription the cancellation will take effect from your next SumoSubscription monthly billing cycle, provided this is not cancelled within an agreed fixed term. I.e. the first or second month of a three month commitment. You will not be eligible for a refund for monthly subscription fees paid prior to the month the cancellation takes effect.

5.4. Fees for SumoGo:

5.4.1 By purchasing and signing up to SumoGo, you agree to being charged for each Shifter you seek to hire for your business. This fee is charged for each Shift required and does not include the undertaking of the Shifter as an employee of your business. I.e. should you wish to hire the Shifter on a permanent basis, you will still be liable for the Attachment Fee as set out in section 7.

5.5. Trialing SumoShift

SumoShift Trial is a freemium version of the Platform that Hirer’s can sample for a 2 week period. The Trial allows the Hirer to Select 2 Shifters over the course of the aforementioned 2 week period. This might be 2 posted Shifts requiring 1 Shifter each, or a single posted Shift requiring 2 Shifters.

6. Payment of the Shifter

SumoShift is responsible for paying Shifter and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to the Shifter pursuant to sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003, under the terms of the SumoPayRoll payment structure only.

The Hirer is responsible for the payment of Shifters when using the SumoSubscription and SumoGo price plans. The Hirer will be asked to stipulate when payment to the Shifter is to be made, and how payment will be received by the Shifter.

7. Attachment Fees

7.1. The Hirer shall be liable to pay an Attachment Fee if the Hirer Selects a Shifter introduced by SumoShift other than via SumoShift and/or the Platform or introduces the Shifter to a third party and such introduction results in a hire of the Shifter by the third party other than via SumoShift and/or the Platform and:

7.1.1. where the Shifter has been supplied by SumoShift, such introduction has taken place during the Shift or made via the Platform; or

7.1.2. where the Shifter has not been supplied, such introduction takes place within 6 month from the date of the Selection to the Hirer.

The Hirer agrees that Attachment Fees will be made to SumoShift in accordance with the Schedule at the end of these Terms.

7.2. The Hirer undertakes to inform SumoShift in writing immediately upon becoming aware that an Attachment Fee is, or may be, payable, and to cooperate fully and in a timely fashion with SumoShift to facilitate compliance with the Hirer’s obligations pursuant to this clause 8.

7.3. SumoShift will not refund the Attachment Fee in the event the Selection of the Shifter other than via the Platform by the Hirer or by a third party to which the Hirer introduces the Shifter terminates.

7.4. VAT is payable in addition to any Attachment Fee due.

8. Suitability Checks and Information to be Provided in Special Situations

8.1. Where:

8.1.1. the Shifter is required by law, or any professional body to have any qualifications or authorisations to work on the Shift, SumoShift will take reasonably practicable steps to obtain and offer to provide the Hirer copies of any relevant qualifications or authorisations of the Shifter via Platform; and

8.1.2. in addition, where the Shift involves working with, caring for or attending one or more Vulnerable Persons, SumoShift will take all reasonably practicable steps to obtain and offer to provide copies to the Hirer of two references from persons who are not relatives of the Shifter and who have agreed the references they provide may be disclosed to the Hirer;

and other such reasonably practicable steps as are required to confirm that the Shifter is suitable for the Shift. If SumoShift has taken all reasonably practicable steps to obtain the information above and has been unable to do so fully it shall inform the Hirer of the steps it has taken to obtain this information in any event.

8.2. The Hirer shall advise SumoShift and Shifters via the Platform whether during the course of the Shift, the Shifter will be required to work with, care for or attend one or more Vulnerable Persons or engage in regulated activity as defined in the Safeguarding Vulnerable Groups Act 2006 or the Protecting Vulnerable Groups (Scotland) Act 2007 or the Safeguarding Vulnerable Groups (Northern Ireland) Order 2007.

8.3. The Hirer will ensure they provide any information required via the Platform to enable SumoShift and Shifters to comply with their statutory obligations under the Safeguarding Vulnerable Groups Act 2006 or the Protecting Vulnerable Groups (Scotland) Act 2007 or the Safeguarding Vulnerable Groups (Northern Ireland) Order 2007 and to ensure Shifters apply for suitable Shifts.

8.4. In particular in the event the Hirer removes a Shifter from a Shift in circumstances which would require SumoShift to provide information to the Disclosure and Barring Service (or the equivalent authority) under the Safeguarding Vulnerable Groups Act 2006 or the Protecting Vulnerable Groups (Scotland) Act 2007 or the Safeguarding Vulnerable Groups (Northern Ireland) Order 2007, the Hirer will provide sufficient information to SumoShift to allow it to discharge its statutory obligations.

8.5. As a content creator on the Platform, you are responsible for the content you create and for maintaining an active awareness of changes made by those you have provided editing responsibilities.

8.6. SumoShift reserve the right to remove, edit, move or close any of the Shifts or Notices created on behalf of the Hirer. Any amendments made by SumoShift will result in a notification of an update.

9. Unsuitability of the Shifter

9.1. The Hirer undertakes to supervise and instruct the Shifter sufficiently to ensure the Hirer’s satisfaction with the Shifter’s standard or work. If the Hirer reasonably considers that the services of the Shifter are unsatisfactory, the Hirer may terminate the Shift by instructing the Shifter to leave the Shift immediately and raise a Dispute via the Platform. SumoShift may, in its absolute discretion, in such circumstances, reduce or cancel the Hiring Fees for the time worked by that Shifter, provided that the Hirer has notified SumoShift immediately that they have asked the Shifter to leave the Shift or the Shift is terminated due to the same, within 2 hours of the start time of the Shift, and provided that notification of the unsuitability of the Shifter is confirmed in writing via the Platform’s Dispute facility within 48 hours of the termination of the Shift.

9.2. SumoShift shall notify the Hirer immediately if it receives or otherwise obtains information which gives SumoShift reasonable grounds to believe the Shifter Selected by the Hirer is unsuitable for the Shift and shall be entitled to terminate the Shift forthwith without prior notice and without liability. Notwithstanding, the Hirer shall remain liable for all Hiring Fees incurred prior to the termination of the Shift.

9.3. The Hirer shall notify SumoShift immediately, without delay and in any event within the same working day on which it becomes aware of the same if in respect of the Shift or any part thereof the Shifter:

9.3.1 is more than 30 minutes late to arrive at the location at the start time specified without prior agreement to the fact via the Platform’s Dispute facility; and/or

9.3.2. fails to attend the Shift,

and shall promptly provide SumoShift with details of when and how it became aware of the same along with details of, and where applicable copies of, any explanation and any other information or supporting documentation supplied to it by the Shifter in connection with the same.

9.4. On receipt of request by the Hirer, SumoShift shall use reasonable endeavours to organise for an alternative Shifter to attend work in place of a Shifter who has failed to attend work during a Shift, provided always that provision of an alternative Shifter by SumoShift shall not impact on a Hirer’s obligations to pay SumoShift any Fees (to the extent any are applicable) in respect of the Shifter who has failed to attend work during a Shift.

10. Termination of Assignment

10.1. Any of the Hirer, SumoShift or the Shifter may terminate a Shift at any time without prior notice and without liability (except in the case of termination by the Hirer, who shall be liable for any Fees due under clause 6 of these Terms).

10.2. If the Hirer breaches these Terms, SumoShift may at its option and on written notice to the Hirer, suspend or terminate Hirer’s access to the Platform or terminate these Terms (including any applicable Shift).

10.3. Without prejudice to the generality of the foregoing, where a Shifter has on multiple occasions either been more than 30 minutes late to arrive at a location at a start time as per Shift Specifications and/or has failed to attend work, whether for the Hirer of other hirer(s), SumoShift reserves the right to terminate any and/or future Shift of that Shifter. Before undertaking such action, SumoShift may seek to consult with relevant Hirers if the Shifter has ongoing or future Shifts, although SumoShift shall have the final decision in this regard in its sole and absolute discretion.

11. Confidentiality and Data Protection

11.1. All information relating to a Shifter is confidential and subject to Data Protection Laws and is provided solely for the purpose of providing work-finding services to the Hirer. Such information must not be used for any other purpose nor divulge to any third party and the Hirer undertakes to abide by the provisions of the Data Protection Laws in receiving and processing the data at all times. The Hirer acknowledges and accepts the Website, Use, Privacy and Cookies Policy contained on SumoShift’s Platform (as amended from time to time).

11.2. SumoShift undertakes to keep confidential all Terms and Conditions that the Hirer discloses to SumoShift and the Platform and not to use such information except for the purposes of compliance with the AWR (including, for the avoidance of doubt and without limitation, when dealing with any request for information or complaint made by a Shifter or any AWR claim).

11.3. Information relating to SumoShift’s business which is capable of being confidential must be kept confidential and not divulge to any third party, except information which is in the public domain.

11.4. In the event a Shifter works for a Hirer in an area of business giving him/her access to confidential information, the Hirer shall bear sole responsibility to ensure the Shifter is made aware the information is confidential and where applicable, may require the Shifter to sign a confidentiality or non-disclosure or other similar agreement. For the avoidance of doubt, and without prejudice to clause 14, SumoShift shall not have any liability for any loss, liability, costs, damages, expenses or otherwise arising from any breach by the relevant Shifter of the terms of any such agreement or, in the event that no such agreement has been entered into, the Shifter misuse or unauthorised disclosure of confidential information or trade secrets.

12. Intellectual Property Right and License

12.1. All copyright, trademarks, patents and other intellectual property rights deriving from the Shift shall belong to the Hirer. Accordingly SumoShift shall use its reasonable endeavours to ensure the Shifter shall execute all such documents and do all such acts in order to give effect to the Hirer’s rights pursuant to this clause.

12.2 With effect from the Hirer inputting an order on the Platform for the supply of a Shifter’s services, the Hirer hereby grants SumoShift and its group entities a royalty-free, non-exclusive license to use the Hirer’s name, logos, product and service names, and slogans of the Hirer and the Hirer’s Group, for the purposes of promoting SumoShift’s services (including without limitation the Platform). The Hirer warrants and represents that it has all required rights to grant the aforementioned license and that is shall, on demand by SumoShift, provide SumoShift with its current name, logos, product and service names, and slogans in such formats as SumoShift may reasonably require.

13. Liability

13.1 Whilst reasonable efforts are made by SumoShift to give satisfaction to the Hirer by ensuring reasonable standards of skill, integrity and reliability from the Shifter and to provide the same in accordance with the Shift details as provided by the Hirer, no liability is accepted by SumoShift for any loss (including losses arising from breach of contract, indirect or consequential losses, loss of profits), expense, damage or delay arising from any failure to provide any Shifter for all or part of the Shift or from any acts or omissions of, or the negligence, dishonesty, misconduct or lack of skill, of the Shifter or if the Shifter terminates the Shift for any reason. For the avoidance of doubt, SumoShift 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 under law.

13.2. Shifters Selected via the Platform pursuant of these Terms are engaged under contracts for services. They are not the employees of SumoShift but are deemed to be under the supervision and direction of the Hirer from the time they report to take up duties and for the duration of the Shift. The Hirer agrees to be responsible for all acts, errors or omissions of the Shifter, whether wilful, negligent or otherwise as though the Shifter was on the payroll of the Hirer.

13.3. The Hirer shall inform the Shifter and SumoShift via the Platform of any special health and safety matters and about any requirements imposed by law or by any professional body, which must be satisfied if the Shifter is to fill the Shift.

13.4. The Hirer will also 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 EQA, WTR, AWR, Health and Safety At Work Act 1974 etc., the Management of Health and Safety at Work Regulations 1999 or the Health and Safety At Work (Northern Ireland) Order 1978 and the management of HEalth and Safety at Work (Northern Ireland) Regulations 2000 (as amended), by-laws, codes of practice and legal requirements to which the Hirer is ordinarily subject in respect of the Hirer’s own staff (excluding the matters specifically mentioned in clause 6), including in particular the provision of adequate Employer’s and Public Liability Insurance cover for the Shifter during all Shifts.

13.5. The Hirer undertakes not to request the supply of Shifter(s) 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 Hirer to perform the duties of a person on striker or taking official industrial action.

13.6.The Hirer shall indemnify and keep indemnified SumoShift against any Losses incurred by SumoShift arising out of:

13.6.1. the services it provides to the Hirer (including without limitation Losses arising out of the Hirer’s use of the Platform);

13.6.2. any Shift; and/or

13.6.3. non-compliance with, and/or any breach of, these Terms by the Hirer (including without limitation clause 3 and 14.4).

13.7. The Hirer shall inform SumoShift in writing of any AWR Claim which comes to the notice of the Hirer as soon as possible but no later than 7 calendar days from the day on which any such AWR Claim comes to the notice of the Hirer.

13.8. If the Shifter brings, or threatens to bring, any AWR Claim, the Hirer undertakes to take such action and give such information and assistance as SumoShift may request, and within any timeframe requested by SumoShift and at the Hirer’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.

13.9. The Hirer’s indemnities and SumoShift’s limitations and exclusions of liability set out in this clause 14 shall survive the termination or expiry of these Terms for whatever reason.

14. Notices

14.1. All notices which are required to be given in accordance with these Terms shall be in English and in writing, and may be delivered personally or by first class post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, or by email or facsimile transmission to any address or number (as applicable) of which the party has notified the other party in writing. Any such notice shall be deemed to have been served if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent (provided that the serving party is able to prove that the email or facsimile has been sent by provision of a printed hard copy of the sent email or facsimile).

14.2. Where the Hirer is required by these Terms to inform SumoShift of something in writing and chooses to do so by email or facsimile to the address or number (as applicable) provided for the relevant purpose by SumoShift, such email or facsimile shall only be deemed to have been received by SumoShift on receipt by the Hirer of a confirmation of receipt by SumoShift (not to be unreasonably withheld or delayed). Where no such confirmation of receipt is received by the Hirer, the Hirer should consider that such email or facsimile has not been delivered to SumoShift (and accordingly that it has not discharged the relevant obligations under these Terms), and it should resend the relevant email or facsimile after having confirmed the address or number (as applicable).

14.3. The Hirer acknowledges and agrees that SumoShift does not systematically review any comments specified in free text fields on the Platform and the Shift Specifications; such free text fields merely being a means by which SumoShift facilitates communication between Shifters and Hirers via the Platform. Accordingly, the Hirer acknowledges and agrees that inputting data therein will not satisfy obligations under these Terms to inform SumoShift of any relevant data in writing. Where the Hirer is required under these Terms to inform SumoShift of something in writing it should do so in accordance with clause 14.2.

15. Severability

If any of the provisions of these 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 Terms, which shall continue to be valid to the fullest extent permitted by applicable laws.

16. Governing Law and Jurisdiction

These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.

SCHEDULE: TRANSFER FEES

i) The Attachment Fee referred to in clause 8 is set at £60 per Shifter engaged by the Hirer. Any breach or failure to pay the attachment fee will result in the removal of access of the Hirer and the Shifter in question from the Platform and may result in further legal action.


Terms and Conditions (Shifter)


Application: means the submission of a Shifter’s profile for consideration in the Hiring process against a specified Shift. The Shifter may also be referred to as the ‘Applicant’;

Attachment Fee: means the fee payable by the Hirer to the Employment Business in accordance with section 7, as permitted by Regulation 10 of the Conduct Regulations;

Calendar Week: means any week commencing on Saturday and ending on the immediately following Friday;

Conduct Regulations: means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and/ or the Conduct of Employment 2 Coople (UK) Limited 4 Christopher Street | London EC2A 2BS Registered No. 9402285 | VAT number: 225 8080 15 info@coople.com | Tel: +44 (0) 208 338 9333 Agencies and Employment Businesses Regulations (Northern Ireland) 2005;

Confidential Information: means any and all confidential commercial, financial, marketing, technical or other information or data of whatever nature relating to the Hirer or SumoShift or their business or affairs (including but not limited to these Terms, data, records, reports, agreements, software, programs, specifications, know-how, trade secrets and other information concerning the Shift) in any form or medium whether disclosed or granted access to whether in writing, orally or by any other means, provided to the Shifter or any third party in relation to the Shift by the Hirer or SumoShift or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;

Data Protection Laws: means: (a) up to and including 24 May 2018, the Data Protection Act 1998 ("DPA") and EC Directive 95/46/EC (the "DP Directive"); or (b) on and from 25 May 2018, the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation) (“GDPR”) and, in each case, all legislation and regulations enacted in the UK in respect of the protection and transfer of personal data;

Deductions: means any deductions which SumoShift may be required by law to make and in particular in respect of PAYE pursuant to Sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003 and Class 1 National Insurance Contributions;

Dispute: any point of contention with regards to the Shift between Shifter and Hirer which can be communicated via the Platform for mediation by SumoShift;

Equal Treatment: refers to the legal protection all employees have to have the same rights as any other employee. Practices and policies must be applied equally, consistently and fairly among everyone at the Hirer’s organisation beyond 12 continuous Calendar Week period of hiring a Shifter as per Regulation 5(4) of the AWR;

Hirer: means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Shifter is introduced via the Platform. The Platform will refer to a Hirer using the term “Hirer” or “Employer”. Notwithstanding the foregoing, please note that as a matter of law neither the Hirer nor SumoShift will employ Shifters. Rather, during Shifts the Shifter will be engaged by SumoShift as a worker on a contract for services (not a contract of employment), and his or her services will be supplied by SumoShift to the Hirer (or “Employer”). No contract of employment, or contract for services, will exist between the Shifter and the Hirer (or “Employer”). For completeness, between Shifts no contract for services shall exist between the Shifter and SumoShift;

Hirer Rating: has the meaning given to it in clause 4.5;

Losses: means all losses, liabilities, damages, costs, expenses whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands;

Notification: refers to the alerts and notices sent to Shifters via the Platform. These can be shift alerts, prompts of messages pertaining to shifts or conversation between Shifter and SumoShift. Notifications are the automated means of communicating updates to Shifters and Hirers.

Performance: refers to one of the rating variables for a Shifter. This particular criteria refers to how the Shifter has carried out the tasks they have been instructed to complete by the Hirer on any given shift.

Presentation: refers to one of the rating variables for a Shifter. This particular criteria refers to the Shifter’s attire and general presentability when arriving at and performing tasks as directed for the shift. This will primarily be based on whether the Shifter followed the instructions within the Shift Specification on what they needed to wear when turning up to the shift.

Punctuality: refers to the variable of time keeping by the Shifter when instructed of the start time of the shift. Being on time is a key part of a shifts requirements.

Selection: means the engagement (including the Shifter’s acceptance of the Hirer’s offer), employment or use of the Shifter by the Hirer or by any third party to whom the Shifter has been introduced by the Hirer, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement; or through a limited company of which the Shifter is an officer, employee or other representative; and “Selected” and “Selects” shall be construed accordingly;

Shift: means services to be performed by the Shifter for the Hirer for a period of time during which the Shifter is supplied by SumoShift to work temporarily for and under the supervision and direction of the Hirer;

Shift Specifications: means written confirmation of the shift details agreed with the Hirer prior to commencement of each Shift and provided to the Hirer via. the “Selection” section on the Application;

Shifter: means the individual seeking Shift work via the Platform to provide services to the Hirer, all of whom shall have attained 18 years of age (necessary in order to safeguard the rights and health and safety of individuals below that age as SumoShift is unable ensure full compliance with all applicable laws and regulations relating to the engagement by Hirers of individuals via. the Platform below the age of 18). The Platform will refer to the individual using the term “Shifter”;

Shifter Rating: has the meaning given to it in clause 4.5;

SumoShift: means the Employment Business and Employment Agency, Persona Ltd (registered in England and Wales under company no. 08774014), Wesley Clover Innovation Centre, Newport, Gwent, NP18 2YB;

Terms: means these terms of business together with any application Shift Specifications;

The Platform: means the Platform developed, owned and operated by SumoShift, either via. the website (www.sumoshift.com) or the respective iOS and Android applications;

Verification: means the requirement of checking a Shifters right to work in the UK credentials. These are checks conducted by SumoShift in line with UK and EU employment law to establish the Shifter’s identity, age and eligibility to work in the United Kingdom;

Vulnerable Persons: an adult that can be defined as a person aged 18 years or over who is, or may be in need of, community care services by reason of mental or other disability, age or illness; and who is or may be unable to protect themselves against significant harm or exploitation;

WTR: means the Working Time Regulations 1998 and/or the Working Time Regulations (Northern Ireland) 1998.

2.The Contract

2.1 These Terms constitute the entire agreement between SumoShift and the Shifter for the supply of services to the Client and they shall govern all Shifts undertaken by the Shifter. However, no contract shall exist between the SumoShift and the Shifter between Assignments. These Terms shall prevail over any other terms put forward by the Shifter and, in the event of conflict and notwithstanding anything to the contrary therein, over any terms which from time-to-time govern the Shifter’s access to, and use of, the Platform (save insofar as the terms governing access to, and use of, the Platform relate to limitations of the Employment Agency or Employment Business’ liability in which case, in the event of a conflict, the terms governing access to, and use of, the Platform shall prevail).

2.2 During a Shift the Shifter will be engaged on a contract for services by SumoShift or the Client, depending on the Client’s contractual relationship with the Platform, on these Terms. For the avoidance of doubt, the Shifter is not an employee of SumoShift, although SumoShift is required to make the Deductions from the Shifter’s pay. These terms shall not give rise to a contract of employment between SumoShift and the Shifter, or the Shifter and the Client. The Shifter is supplied as a worker and is entitled to certain statutory rights as such, but nothing in these Terms shall be construed as giving the Shifter rights in addition to those provided by the statute except where expressly stated.

2.3 No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between SumoShift and the Shifter and set out in writing and a copy of the varied terms is made accessible to the Shifter no later than 5 business days following the day on which the variation was made stating the date on or after which such varied terms shall apply.

2.4 SumoShift shall act as an employment business and an employment agency (as defined in Section 13(3) of the Employment Agencies Act 1973 or in the Employment (Miscellaneous Provisions) (Northern Ireland) Order 1981) (as amended) and may also act as an employment agency (as defined in Section 13(2) of the Employment Agencies Act 1973 or in the Employment (Miscellaneous Provisions) Northern Ireland) Order 1981) (as amended) when supplying or introducing the Shifter for Shifts with its Clients.

3. Assignments and Information to be Provided

3.1.

3.1.1. The Shifter acknowledges that, subject to and conditional on these Terms, SumoShift will endeavour to obtain suitable Shifts for Shifters to perform the type of work in which the Shifter expresses an interest by indicating an interest in potential Shifts.

3.1.2. The Shifter acknowledges SumoShift will do so via an in-app user notification process facilitated by the Platform, which will provide to a Client details of all or a selection of Shifters who have expressed interest in the Shift, from which the Client shall select the Shifter(s) to whom the Shift will be offered.

3.1.3. As such, the Shifter hereby warrants that:

(i) any data input into the Application will be in all respects true, accurate and not misleading;

(ii) Shifters shall respond to requests for data promptly and, where applicable, within the timeframes specified in other provisions of these Terms;

(iii) Shifters shall only submit Applications if s/he has the experience, training, qualifications and any authorisation(s) which are necessary or required by law in respect of the same, and the Shifter acknowledges that whether a Shifter’s Application is deemed unsuitable for consideration by the Client, shall be determined by SumoShift in its sole and absolute discretion; and

(iv) Shifters will only indicate an interest in Shifts if s/he has the experience, training, qualifications and any authorisation(s) which are specified to be necessary or required by law or by any professional body to work in the Shift.

3.1.4. SumoShift is not involved in the Client’s selection of a Shifter for a Shift. SumoShift neither accepts any liability in this regard nor gives any warranty or guarantee the Shifter will be selected for Shifts by Clients.

3.1.5. It is a condition of these Terms and the Shifter’s use of the Platform that the Shifter agrees on an ongoing basis (including for the purposes of the Data Protection Laws) that SumoShift and the Platform may use, and provide to Clients, data provided to SumoShift by the Shifter (including personal data and sensitive personal data) to facilitate and improve the Client’s selection of a suitable Shifter, and to ensure the Shifter is able to indicate an interest only in potential Shifts which constitute a fit with the Shifter’s profile criteria. The Shifter shall not be obliged to accept any Shift offered by a Client.

3.2 The Shifter acknowledges that the nature of temporary work means there may be periods when no suitable work is available and agrees that:

3.2.1. SumoShift shall incur no liability to the Shifter should the Shifter fail to be offered Shifts by Clients; and

3.2.2. the Shifter agrees that SumoShift will not communicate to a Client interest expressed by a Shifter in a Shift until such time as the Shifter has: (i) provided to SumoShift any information and documentation required by it in connection with the Checks; (ii) passed the Checks to the satisfaction of SumoShift (in its sole and absolute discretion); and (iii) unless the Shifter has attained 18 years of age (necessary in order to safeguard the rights and health and safety of individuals below that age as SumoShift is unable to ensure full compliance with all applicable laws and regulations relating to the engagement by Clients of individuals via the Platform below the age of 18).

3.3. At the point of Application, the Platform will provide the Shifter with the following information:

3.3.1. the identity of the Client and the nature of their business;

3.3.2. the date the Shift is to commence and the duration or likely duration of the Shift. Any change in the duration of the Shift must be agreed by both Client and Shifter;

3.3.3. the type of work, location and hours during which the Shifter would be required to work;

3.3.4. the Hourly Rate that will be paid any expenses payable by or to the Shifter;

3.3.5. any risks to health and safety known to the Client in relation to the Shift and the steps the Client has taken to prevent or control such risks; and

3.3.6. what experience, training, qualifications and any authorisation required by law or professional body the Client considers necessary or which are required by law to work the Shift.

3.4. If, before or during a Shift, the Client wishes to Hire the Shifter directly or through another Employment Business, the Shifter acknowledges that SumoShift will be entitled either to charge the Client an Attachment Fee. In addition, SumoShift will be entitled to charge an Attachment Fee to the Client if the Client introduces the Shifter to a third party (other than another Employment Business) who subsequently Hires the Shifter, directly or indirectly, before, after or during a Shift, whereby the Hire wouldn’t have occurred without the use of the Platform as a direct of indirect introduction.

4. SHIFTER OBLIGATIONS

4.1. Shifters are not obliged to accept any Shift advertised on the Platform, but if the Shifter does accept a Shift, during every Shift and afterwards where appropriate, s/he will:

4.1.1. co-operate with the Client’s reasonable instructions and accept the direction, supervision and control of any responsible person in the Client’s organisation;

4.1.2. during each Shifter, devote the whole of his/her time, attention and skill to his/her duties in connection with the Shift, and perform those duties professionally, competently, faithfully, diligently, and to the highest ethical standards;

4.1.3. observe any relevant rules and regulations of the Client’s establishment (including normal hours of work) to which attention has been drawn or which the Shift might reasonably be expected to ascertain;

4.1.4. take all reasonable steps to safeguard his/her own health and safety and that of any other person who may be present or be affected by his/her actions during the Shift and comply with the Health and Safety policies and procedures of the Client;

4.1.5. not engage in any conduct detrimental to the interests of SumoShift and the Platform and/or the Client which includes any conduct which could bring SumoShift, the Platform and/or the Client in disrepute and/or which results in the loss of custom or business by either SumoShift or the Client;

4.1.6. not commit any act or omission constituting unlawful discrimination against or harassment of any member of SumoShift’s or the Client’s staff;

4.1.7. not at any time divulge to any person, nor use for his/her own or any other person’s benefit, any Confidential Information relating to the Client’s or SumoShift’s employees, business affairs, transactions or finances; and

4.1.8. take reasonable care of and, on completion of the Shift or at any time when requested by the Client or SumoShift, return to the Client (or where appropriate to SumoShift) any Client property or items provided to the Shifter in connection with or for the purpose of the Shift, including, but not limited to any equipment, materials, documents, swipe cards or ID cards, uniforms, personal protective equipment or clothing.

4.2. In respect of each Shift or part thereof:

4.2.1. the Shifter must use every effort to arrive at the location to be able to start the Shift at the start time, both as specified in the Shift Specifications.

4.2.2. if the Shifter is unable to arrive at such location at such start time, whether because the Shifter will be late or because the Shifter will be unable for any reason to attend work, the Shifter must cancel their Application via the Platform no less than 4 hours before the Shift start time. The Platform will remind the Shifter of the Shift via Platform and email notifications 6 hours before the Shift start time. It is the Shifter’s responsibility to cancel their attendance in this timely manner.

4.2.3. in circumstances in which clause 4.2.2. applies, the Shifter must within 48 hours of the start time specified in the Shift Specifications provide SumoShift and the Client with a detailed written explanation for the reason of lateness or inability to attend work along with all such other information and supporting documentation that SumoShift may reasonably require in connection with the same, should the Shifter’s Application not be cancelled under the parameters set out in clause 4.2.2.

4.2.4. any detailed explanation submitted under clause 4.2.3. providing reasons for non-attendance of Shift without cancellation under the parameters set out in clause 4.2.2. will be subject to review by SumoShift for appropriateness of outcome. Reasons not deemed sufficiently appropriate for the outcome of non-attendance may result in removal from the Platform.

4.3. If, either before or during the course of a Shift, the Shifter becomes aware of any reason why he/she may not be suitable for the Shift, he/she shall notify SumoShift and/or the Client without delay.

4.4. The Shifter acknowledges that any breach of his/her obligations set out in these Terms (including without limitation this clause);

4.4.1. without prejudice to clause 9.1, may at the sole and absolute discretion of SumoShift result in the cancellation of ongoing and/or future Shifts and in the Shifter’s user of the Platform (and so the services provided by SumoShift) being terminated indefinitely, unless the Shifter can show that the same was caused by exceptional circumstances (to be determined by SumoShift in its sole and absolute discretion); and

4.4.2. may cause SumoShift to suffer loss and that SumoShift reserves the right to recover such losses from the Shifter.

4.5. The Shifter agrees at the end of each Shift, or within 48 hours of the end of each Shift, to provide, via the Platform a rating of the Client based on the following non-exclusive factors: Shift Induction/Orientation, Accuracy of Shift Specification, Health & Safety onsite. The Shifter hereby warrants that each such Hirer Rating will be true, accurate and not misleading, and will reflect an objective impression gained during the Shift. The Shifter acknowledges that at the end of each Shift the Client will provide via the Platform ratings of the Shifter based on the following factors: Performance, Punctuality and Presentation and a question of whether the Hirer would select the Shifter again for future shifts (a Shifter Rating). Hirers will be required to warrant that each such Shifter Rating will be true, accurate and not misleading. In respect of each Shift the Shifter shall be informed of the Shifter Rating and the Hirer shall be informed of the Hirer Rating. Prior to selecting the Shifter for Shifts, Hirers will be able to view ratings and reviews provided by from previous Shifts completed. These shall form the primary basis by which the Hirer decides on which Shifter to select for the Shift.

4.6. If the Shifter receives a Shifter Rating which he/she considers unjustified, SumoShift will, in a timely fashion, review the relevant Shifter Rating provided always that the Shifter submits promptly to SumoShift in writing the reasons the Shifter considers the Shifter Rating unjustified, along with any support documentation relevant to the same which taken together is sufficient, in the sole and absolute discretion of SumoShift, to carry out such a review. The Shifter agrees to cooperate with any such review conducted by SumoShift, including by providing it with such further information as SumoShift in its sole and absolute discretion considers relevant to the same. Upon conclusion of any such review SumoShift will in its sole and absolute discretion determine whether to uphold, adjust or remove the relevant Shifter Rating. The Shifter agrees that:

4.6.1. the decision of SumoShift in this regard shall be final and that the Shifter shall have no right to appeal against the same; and

4.6.2. if, following the review process set out above, SumoShift upholds the Shifter Rating brought to appeal on two or more occasions it may in its sole and absolute discretion and without prior notice or liability cancel current and future Shifts of the Shifter and terminate indefinitely the Shifter’s use of the Platform (and so the services provided by SumoShift)

4.7. Notwithstanding anything in these Terms, it is a condition of SumoShift providing services to the Shifter under these Terms, and accordingly of access to the Platform, that the Shifter agrees (including for the purposes of the Data Protection Laws) to the processes in relation to Shifter Ratings and Employer Ratings described in this clause, which are fundamental to the operation of SumoShift and the Platform. Accordingly if the Shifter subsequently revokes their agreement to the same, for the period that the Shifter has revoked their agreement the Shifter agrees and acknowledges that he/she shall not be provided with services by SumoShift and shall not have access to the Platform.

5. PAY AND DEDUCTIONS

5.1. SumoShift shall pay the Shifter for the hours they have worked on behalf of SumoShift for the Hirer. The Hourly Rate will be communicated via the Platform within the Shift Specifications.

5.2. Subject to any statutory entitlement under the relevant legislation referred to in clause 6 (Annual leave) and 7 (Sickness absence) below and any other statutory entitlement, the Shifter is not entitled to receive payment from SumoShift or the Hirer for time not spent on a Shift, whether in respect of holidays, illness or absence for any other reason unless otherwise agreed.

5.3. Subject to compliance with Regulation 12 of the Conduct Regulations SumoShift reserves the right in its absolute discretion to deduct from the Shifter’s pay any sums which s/he may owe SumoShift including, without limitation, any overpayments made to the Shifter by SumoShift or any losses suffered by SumoShift as a result of his/her negligence or breach of either SumoShift’s or the Hirer’s rules.

5.4. Any sums payable to the Shifter by SumoShift subject to and in accordance with these Terms (including without limitation clause 5.4) and/or any Shift Specifications shall be paid in arrears usually on or around the Friday that is two weeks following the Friday of the week in which the Shift (or part thereof) is carried out into a bank account, details of which the Shifter must provide SumoShift either via the Platform or during Shifter Registration. The Shifter acknowledges that SumoShift shall not be able to make any payments pursuant to these Terms and/or any Shift Specifications unless the Shifter has provided the aforementioned details.

5.5. Where the Shifter holds a valid A1, E101 or E102 Certificate confirming coverage by a social security scheme in a Member State other than the UK, the Shifter must declare this to SumoShift and produce the Certificate. In such cases SumoShift shall not deduct Class 1 National Insurance Contributions from the Actual Rate of Pay or the Actual QP Rate of Pay (where applicable) but it shall be the responsibility of the Shifter to pay such social fee contributions as may be applicable in the Member State concerned. In the event that the Shifter fails to pay such contributions and SumoShift is required to pay contributions either in the UK or the Member State concerned, the Shifter undertakes to indemnify SumoShift and SumoShift shall be entitled to deduct the amount paid in contributions from any sums owed to the Shifter.

5.6. If SumoShift provides any equipment or clothing or other property of SumoShift to the Shifter to be used in the course of a Shift with the Hirer, the Shifter must take reasonable care of the same. Furthermore, unless otherwise agreed in writing, the Shifter must return the same to SumoShift upon termination of the relevant Shift or at any other time when requested by the SumoShift. In the event that the Shifter does not comply with the obligations set out in this clause and/or in clause 4.1.8, the Shifter undertakes to indemnify SumoShift (for itself and on behalf of the Hirer) in respect of, and SumoShift reserves the right to deduct from any sums owed by SumoShift (including within limitation the deposit referred to in clause 6.8) to the Shifter, the cost of replacing the relevant equipment, clothing, or Hirer or SumoShift property. The question of whether the Shifter has taken reasonable care of the equipment, clothing, or Hirer or SumoShift property will be solely assessed by SumoShift’s reasonable judgement.

6. ANNUAL LEAVE

6.1. The Shifter is entitled to paid annual leave according to the statutory minimum as provided by the WTR from time to time. The current statutory entitlement to paid annual leave under the WTR for full time workers is 5.6 weeks

6.2. Entitlement to payment for leave under clause 6.1 accrues in proportion to the amount of time worked by the Shifter on Shifts during the Period of Accrual.

6.3. Under the AWR, on completion of the Qualifying Period the Agency Worker may be entitled to paid and/or unpaid annual leave in addition to the Agency Worker's entitlement to paid annual leave under the WTR and in accordance with clauses 7.1 and 7.2. If this is the case, any such entitlement(s), the date from which any such entitlement(s) will commence and how payment for such entitlement(s) accrues will be as set out in the relevant Assignment Details Form or any variation to the relevant Assignment Details Form.

6.4. All entitlement to annual leave must be taken during the course of the Period of Accrual in which it accrues and, save as may be set out in the relevant Shift Specifications or any variation to the relevant Shift Specifications, none may be carried forward into any subsequent Period of Accrual. The Shifter is responsible for ensuring that all paid annual leave is requested and taken within the Period of Accrual.

6.5. The times at which the Shifter takes paid annual leave must be approved in writing in advance by SumoShift. SumoShift may require the Shifter to take paid annual leave at specific times or notify the Shifter of periods when paid annual leave cannot be taken. In particular, it will be unusual for a request to take paid annual leave for a Shift to be approved.

6.6. Subject to clause 7.3, the amount of payment which the Agency Worker will receive in respect of periods of annual leave taken during the course of an Assignment will be calculated in accordance with and paid in proportion to the number of hours which the Agency Worker has worked on Assignment.

6.7. Save where this clause is amended by the Shift Specifications, where a bank holiday or other public holiday falls during a Shift and it has been agreed pursuant to clause 6.5 that the Shifter will take paid annual leave on that day, then for the avoidance of doubt subject to the Shifter having accrued entitlement to payment for leave in accordance with clause 6.2 or clause 6.3 (if applicable), that day shall count as part of the Shifter’s paid annual leave entitlement.

6.8. If an Agency Worker’s request to take paid leave is approved by the Employment Business in accordance with clause 7.5, the Agency Worker acknowledges that payment for the annual leave will have been included in the hourly rate of pay as notified for the Assignment (or in the relevant Assignment Details Form(s)) and is paid as accrued every two weeks in accordance with clause 6.5. No additional payment is due from the Employment Business for the period of leave actually taken and the Agency Worker may not undertake any Assignment or other work during a period of annual leave.

7. TERMINATION

7.1. Any of SumoShift, the Shifter or the Hirer may terminate the Shifter’s Shift at any time without prior notice or liability. SumoShift may at any time without prior notice or liability cancel current and future Shifts of the Shifter and terminate indefinitely the Shiffter’s use of the Platform (and so the services provided by the SumoShift), and SumoShift’s decision in this regard will be final. Factors which SumoShift may take into consideration in this regard include, without limitation, lateness and non-attendance for Shifts and/or parts thereof, any breach or breaches of these Terms and repeated receipt of 1-star Shifter Ratings.

7.2. The Shifter acknowledges that the continuation of a Shift is subject to and conditioned by the continuation of the contract entered into between SumoShift and the Hirer. In the event that the contract between SumoShift and the Hirer is terminated for any reason the Shift shall cease with immediate effect without liability to the Shifter (save for payment for hours worked by the Shifter up to the time of termination of the Shift).

8. INTELLECTUAL PROPERTY RIGHTS

The Shifter acknowledges that all copyright, trademarks, patents and other intellectual property rights deriving from services carried out by him/her for the Hirer during the Shift shall belong to the Hirer. Accordingly the Shifter shall execute all such documents and do all such acts as SumoShift shall from time to time require in order to give effect to its rights pursuant to this clause.

9. CONFIDENTIALITY

9.1. In order to protect the confidentiality and trade secrets of any Hirer and SumoShift and without prejudice to every other duty to keep secret all information given to it or gained in confidence the Shifter agrees as follows:

9.1.1. not at any time, whether during or after a Shift (unless expressly so authorised by the Hirer or SumoShift as a necessary part of the performance of its duties) to disclose to any person or to make use of any of the trade secrets or the Confidential Information of the Hirer or SumoShift with the exception of information already, or which comes into, in the public domain (otherwise than through the Shifter’s unauthorised disclosure);

9.1.2. to enter into a confidentiality or non-disclosure or other similar agreement directly with a Hirer where a Hirer in its sole and absolute discretion requires the same;

9.1.3. to deliver up to the Hirer or SumoShift (as directed) at the end of each Shift all documents and other materials belonging to the Hirer (and all copies) which are in its possession including documents and other materials created by him/her during the course of the Shift; and

9.1.4. not at any time to make any copy, abstract, summary or précis of the whole or any part of any document or other material belonging to the Hirer except when required to do so in the course of its duties under a Shift in which event any such item shall belong to the Hirer or SumoShift as appropriate.

10. DATA PROTECTION

10.1. The Shifter warrants that in relation to these Terms, s/he shall comply strictly with all provisions applicable to him/her under the Data Protection Laws and shall not do or permit to be done anything which might cause SumoShift or the Hirer to breach any Data Protection Laws.

10.2. The Shifter acknowledges that SumoShift will need to hold, access or process personal data relating to him/her in accordance with its Data Privacy Policy (the “Data Privacy Policy”) and any data privacy notice as may be provided to the Shifter as amended from time to time.

10.3. The Shifter is obliged to familiarise themselves and comply with the Data Privacy Policy and data privacy notices as provided to him/her as amended from time to time. Failure to comply with the Data Privacy Policy and data privacy notices may lead to cancellation of current and future Shifts undertaken by the Shifter, or SumoShift may terminate indefinitely the Shifter’s use of the Platform (and so the services provided by SumoShift).

10.4. The Shifter acknowledges and accepts the Website, Use, Privacy and Cookies Policy contained on SumoShift’s website (as amended from time to time).

11. SEVERABILITY

If any of the provisions of these 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 Terms, which shall continue to be valid to the fullest extent permitted by applicable laws.

12. OFFERS OF PERMANENT EMPLOYMENT

In order to enable SumoShift to protect its legitimate interests, the Shifter agrees that they will notify SumoShift immediately if they receive a written or verbal offer of permanent employment by a Hirer, whether during or following completion of any Shift. Should the Shifter and Hirer engage in permanent employment, and all disclosures have been made as per these Terms, the Shifter shall be entitled to proportion of the Attachment

13. NOTICES

13.1. All notices which are required to be given in accordance with these Terms shall be in English and in writing, and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, or by email or facsimile transmission to any address or number (as applicable) of which the party has notified the other party in writing. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent (provided that the serving party is able to prove that the email or facsimile has been sent by provision of a printed hard copy of the sent email or facsimile).

13.2. Where the Shifter is required by these Terms to inform SumoShift of something in writing and chooses to do so by email or facsimile to the address or number (as applicable) provided for the relevant purpose by SumoShift, such email or facsimile shall only be deemed to have been received by SumoShift on receipt by the Shifter of a confirmation of receipt by SumoShift (not to be unreasonably withheld or delayed). Where no such confirmation of receipt is received by the Shifter, s/he should consider that such email or facsimile has not been delivered to SumoShift (and accordingly that s/he has not discharged the relevant obligations under these Terms), and it should resend the relevant email or facsimile after having confirmed the address or number(as applicable).

13.3. The Shifter acknowledges and agrees that SumoShift does not systematically review any comments specified in free text fields on the Platform and the Shift Specification; such free text fields merely being a means by which SumoShift facilitates communication between Shifters and Hirers. Accordingly, the Shifter acknowledges and agrees that in putting data therein will not satisfy obligations under these Terms to inform SumoShift of any relevant data in writing. Where the Shifter is required under these Terms to inform SumoShift of something in writing s/he should do so in accordance with clause 13.2.

14. GOVERNING LAW AND JURISDICTION

These Terms are governed by the laws of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.