(1) FLEXY CORPORATION LIMITED “FCL” (Company Number 09524785); and
(2) YOU, “the Hirer”.
(A) FCL owns and operates the business of supplying workers as set out in this Agreement.
(B) The Hirer wishes to engage FCL to provide workers through the use of FCL’s website and
App in accordance with the terms of this Agreement.
(C) FCL and the Hirer have agreed to enter into this Agreement to record the terms on
which the services will be provided.
Appointment and Term
These terms set out the agreement between FCL and the Hirer for the supply of
resources and personnel (“Resources”) with use of FCL’s website and App (the “Services”).
Subject to Clause 11, this Agreement will commence on the date that the Hirer’s
account is activated and continue until it is terminated at any time on either party
giving to the other not less than 2 weeks notice.
The Services shall include:
Providing a website www.flexy.com in which the Hirer will post a relevant Job Advert
detailing the Hirer’s requirements for a Resource.
Posting the relevant Job Advert on FCL’s App so that a Resource can obtain more
information about the Job Advert and “accept” or “refuse” the Job Advert.
Ensuring that a Resource submits a completed time-sheet to FCL in respect of the
The Resources will be under the absolute direction of FCL, and not the Hirer, at all
The Hirer will make available full written information (including descriptions of
relevant jobs and descriptions, hiring parameters, wage, location, time and reporting
line) (the “Job Advert”) in order for the Services to be performed by the Resources.
The Hirer will post the Job Advert to FCL’s website in order for FCL to provide this
information to the Resources via the Resources use of the App.
When the Job Advert has been posted, a Resource will then “accept” the Job Advert, and
perform the work and tasks at the agreed time and date as described in the Job Advert.
Upon completion of the work and tasks, the Resource will then submit a time-sheet in
accordance with the terms of the Job Advert to FCL. FCL will then process this time-sheet
in order to submit an invoice to the Hirer for payment as described in Clause 4 below.
Fees, Pricing Structure and Performance Incentive Fee
- The Hirer agrees to pay FCL
- A payment in respect of the number of hours that the Resource has worked in respect
of the Job Advert, and as submitted on a time-sheet;
- The rate of applicable holiday pay in respect of (i) above; and
- Commission at the rate of 25%
- The Hirer agrees to make the payments to FCL referred to at clause 3.1 within 7 days
of notification to the Hirer that the Resource has submitted his/her time-sheet.
- If a Hirer disagrees with a time-sheet and wishes to dispute the entries on a
time-sheet, it must inform FCL in writing as soon as it becomes aware of the potential
disagreement and/or dispute and at the latest 48 hours following submission of the
time-sheet in question.
- In the event that any sums due are unpaid by the Hirer, the Hirer shall pay FCL
interest at the rate of three percent (3%) above the base lending rate of the Bank of
England from time to time in respect of any sums due but unpaid from the due date until
the date of actual payment, calculated on a daily basis.
- If the Hirer engages a Resource on a permanent basis, known as temp-to-perm
transition, the Hirer shall pay FCL a pre-agreed fee one week after the permanent contract
commencement date. This clause does not apply if the permanent contract date commences 8
weeks from the end of any set temporary assignment date.
Place of Work and Equipment
- The Hirer shall provide the location and all necessary equipment for the Services to
be carried out by a Resource, with such information being provided in the Job Advert.
- The Hirer shall also provide any necessary training to the Resources in order for the
Services to be carried out, at no additional expense to either the Resource or FCL.
- The Hirer warrants to the FCL as follows:
The Hirer has obtained all necessary approvals and permissions for the executive of,
in the performance of its obligation under, this Agreement; and
The Hirer will at all times comply with all applicable binding laws, rules and
regulations currently in force or subsequently enacted throughout the term of this
Agreement, including without limitation, any such provisions of the DPA in connection
with the provision of the Services, and any of the rights and obligations contained
The Hirer will indemnify FCL on demand against all costs and losses suffered by FCL as
a result of any breach of the warranties set out in this Clause 6.
- FCL warrants to the Hirer as follows:
FCL has obtained all necessary approvals and permissions for the execution of, in
the performance of its obligation under, this Agreement
FCL will at all times comply with all binding laws, rules and regulations relating
to data protection in connection with the provision of the Services and in particular,
all laws, rules and regulations applicable to a “data controller” as that term is
defined in the DPA.
FCL has ensured that each Resource has the necessary requirements in order to
perform the Services in the United Kingdom.
FCL will indemnify the Hirer on demand against all costs and losses suffered by the
Hirer as a result of any breach of the warranties set out in this Clause 7.
Limits on Liability
This Clause 8 sets out the entire financial liability of the parties to each other in
respect of any breach of contract, and any representation, statement or tortious act or
omission (including negligence) arising under this Agreement.
Subject to clause 8.3 and 8.4, neither party shall be responsible to the other for:
- breach of contract
- loss of use;
- depletion of goodwill; and
- any special, indirect or consequential losses.
The maximum liability of either party to the other under this Agreement shall be
£1,000,000 in respect of any claim or related series of claims.
FCL shall not be liable for any loss or damage that the Hirer suffers as a result of
FCL or the Resources acting in accordance with any Job Advert.
For the duration of this Agreement, the Hirer shall maintain in force professional
indemnity insurance with a limit of at least £1,000,000 to cover its potential liabilities
in connection with this Agreement.
Nothing in this Clause 8 shall serve to limit or exclude the liability of the parties
to this Agreement for death or personal injury caused by negligence, fraud or fraudulent
There shall be no liability on the Hirer or FCL for any travel and lodging expenses
incurred by any Resource in respect of the Services.
The Hirer shall be fully and solely responsible for any travel expenses reasonably and
necessarily incurred by any Resource during the course of any Job Advert.
Rating System and Resources
FCL shall provide a “rating system” available on the website www.flexy.com for the
Hirer to provide a rating to the Resource once it has completed his/her tasks and duties
as detailed in the relevant Job Advert.
The Hirer warrants and undertakes to ensure that each rating provided for a Resource
complies with FCL’s Rating Guidelines, is a fair and accurate reflection on the work
carried out by the Resources and will not contain any illegal, defamatory or unfairly
critical comments of the Resource.
The Hirer shall notify FCL immediately if it believes that any Resource is unsuitable
for a Job Advert or becomes aware of any matter that indicates that a Resource may be
unsuitable for a Job Advert or is inconsistent with any information previously provided.
If the Hirer decides that a Resource is unsuitable to perform a Job Advert, then the
notification as described in Clause 10.1 must be in accordance with the terms of FCL’s
“rating system” available on the website www.flexy.com
If a Resource does not turn up for work in accordance with the terms set out in the
Job Advert, then the Hirer should immediately inform FCL of the fact and re-post the Job
Nothing in this Agreement shall be deemed to create a contract of employment or
engagement between the Hirer and any Resource. FCL shall be solely liable and responsible
for all matters in relation to the Resources, including, but not limited to:
payments of all and any remuneration, national insurance contributions, income tax
and other statutory charges in respect of such personnel; and
the taking of any action in respect of any conduct or any other complaints in
respect of the Resources.
Neither party intends that either this Agreement or the termination of the Agreement
shall operate so as to transfer any Resource from FCL to the Hirer.
Without affecting any other right or remedy available to it, each party may terminate
this agreement with immediate effect by giving written notice to the other if:
the other party commits a material breach of any term of this agreement and (if such
a breach is remediable) fails to remedy that breach within 14 days of receipt of notice
in writing to do so;
the other party repeatedly breaches any of the terms of this agreement in such a
manner as to reasonably justify the opinion that its conduct is inconsistent with it
having the intention or ability to give effect to the terms of this agreement;
the other party suspends, or threatens to suspend, payment of its debts or is unable
to pay its debts as they fall due or admits inability to pay its debts or (being a
company) is deemed unable to pay its debts within the meaning of section 123 of the
Insolvency Act 1986 within the meaning of section 268 of the Insolvency Act 1986;
the other party suspends or threatens to suspend, or ceases or threatens to cease to
carry on, all or a substantial part of its business.
Any provision of this agreement that expressly or by implication is intended to come
into or continue in force on or after termination or expiry of this agreement shall remain
in full force and effect.
Termination of this agreement shall not affect any rights, remedies, obligations or
liabilities of the parties that have accrued up to the date of termination, including the
right to claim damages in respect of any breach of the agreement which existed at or
before the date of termination.
No party shall make, or permit any person to make, any public announcement concerning
this agreement without the prior written consent of the other parties (such consent not to
be unreasonably withheld or delayed), except as required by law, any governmental or
regulatory authority (including, without limitation, any relevant securities exchange),
any court or other authority of competent jurisdiction.
During this Agreement, the Hirer agrees to protect, indemnify, defend and hold
harmless FCL, and to the extent required from time to time by FCL, (or their successors)
its officers, agents, and employees, from and against any and all expenses, damages,
claims (whether valid or invalid and whether deemed alleged or upheld), suits, losses,
actions, judgments, liabilities, and costs whatsoever (including legal fees on a full
indemnity basis) arising out of, connected with, or resulting from, the Hirer’s breach of
any obligation to be performed by the Hirer under this Agreement.
- The provisions of this clause 13 shall survive termination of this agreement.
- Each party undertakes that it shall not at any time during this agreement, disclose
to any person any confidential information concerning the business, affairs, customers,
Hirers or suppliers of the other party, or any person placed at the Hirer, except as
permitted by clause
- Each party may disclose the other party’s confidential information:
to its employees, officers, representatives or advisers who need to know such
information for the purposes of carrying out the party’s obligations under this
agreement. Each party shall ensure that its employees, officers, representatives or
advisers to whom it discloses the other party’s confidential information comply with
this clause 14; and
as may be required by law, a court of competent jurisdiction or any governmental or
No party shall use any other party’s confidential information for any purpose other
than to perform its obligations under this agreement.
- All IPR in the Materials belongs to and shall irrevocably belong to the Hirer.
Subject to Clause 16.3, where any IPR is created in the provision of the Services,
such IPR belongs to and shall irrevocably belong to FCL and the Hirer hereby assigns to
the FCL all such IPR (including in the Documents) and hereby agrees that any IPR therein
that come into existence after the date hereof shall vest absolutely FCL immediately upon
such rights coming into existence and to that end the Hirer hereby assigns with full title
guarantee for all purposes, applications and fields of use (including by way of present
assignment of future rights in relation to rights not yet created) and free from all third
party rights, all right, title and interest in and to the foregoing to FCL absolutely. The
Hirer agrees to do all acts and execute all documents necessary to give effect to the
provisions of this clause 16.2. The Hirer hereby unconditionally and irrevocably waives
all moral rights in relation to the Documents.
The data that FCL collects shall belong to FCL provided that FCL shall licence the
rights in this data back to the Hirer on a royalty free, perpetual basis.
The Hirer shall, on completion of this Agreement, deliver to FCL all Documents
whether supplied by FCL or prepared by or on behalf of the Hirer in connection with this
The Hirer agrees at the request of FCL to execute such formal documentation and/or
perform such acts as may be necessary or desirable to record or effect ownership of the
The Hirer will indemnify fully and keep FCL fully indemnified against any of the
- all actions, proceedings, liabilities, claims, fines and demands;
- all losses or damages;
all reasonable out-goings, reasonable costs, reasonable expenses (including legal
awarded against, paid by, taken incurred by or issued against FCL as a result of any
breach by the Hirer of the provisions of this Clause 15, subject always to the proviso
that FCL shall provide the Hirer will full information and documentation in respect of
any action, proceedings, liabilities, claims, fines and/or demands in respect of this
Clause 15 and allow the Hirer the reasonable opportunity to defend and/or respond to any
such action at its own expense. For the avoidance of doubt, FCL confirms that no payment
under this indemnity shall be made without giving the Hirer the reasonable opportunity
to defend any such action, proceedings, liabilities, claims, fines and demands.
Within this Clause 16, “Data Controller”, “Data Processor”, “Data Subject”, “Personal
Data” and “Processing” shall have the same meanings as in the DPA and “Processed” and
“Process” shall be construed in accordance with the definition of Processing.
Where Personal Data relating to an Resource is Processed by FCL (for the purpose of
this Clause defined as the “Data Processor”) or its agents, sub-contractors or staff under
or in connection with this Agreement as a Data Processor on the Hirer’s behalf (for the
purpose of this Clause the Hirer is defined as the “Data Controller”), FCL shall procure
that its agents, sub-contractors and staff shall:
only Process the Personal Data in accordance with the Data Controller’s
instructions, which may be specific instructions or instructions of a general nature as
set out in this Agreement or as otherwise notified by the Data Controller to the Data
Processor from time to time;
implement appropriate technical and organisational measures to protect Personal Data
against unauthorised or unlawful Processing and against accidental loss, destruction,
damage, alteration or disclosure. These measures shall be appropriate to the harm which
might result from unauthorised or unlawful Processing or accidental loss, destruction or
damage to Personal Data and to the nature of the Personal Data which is to be protected;
Process the Personal Data in accordance with the DPA and not do or permit anything
to be done which might cause the Data Controller in any way to be in breach of the DPA;
cooperate as reasonably requested by Data Controller to enable Data Controller to
comply with any exercise of rights by a Data Subject under the DPA in respect of
Personal Data processed by the Data Processor under this Agreement or comply with any
assessment, enquiry, notice or investigation under the DPA which shall include the
provision of all data requested by Data Controller within the timescale specified by
Data Controller in each case;
not process the Personal Data in any country outside the European Economic Area
without the prior consent of the Data Controller; and
cease Processing the Personal Data immediately upon the termination or expiry of
this Agreement and as soon as possible thereafter, at the Data Controller’s option,
either return, or delete from its systems, the Personal Data and any copies of it or of
the information it contains and the Data Processor shall confirm in writing that this
Clause has been complied with in full.
Each party undertakes to inform the other in the event that a Resource withdraws,
modifies or alters its consent (whether express or implied) relative to the collection,
processing or disclosure of personal data relating to that Resource.
Assignment and Other Dealings
Subject to clause 17.2, neither party shall assign, transfer, mortgage, charge,
declare a trust over or deal in any other manner with any or all of its rights and
obligations under this agreement without the prior written consent of the other party
(such consent not to be unreasonably withheld or delayed), save in respect of a holding or
subsidiary company of RRD.
FCL shall be entitled to sub-contract or delegate its obligations under this
agreement to any holding and/or subsidiary company of FCL. The Hirer agrees that it shall
not sub-contract or delegate its obligations under this agreement to any other third party
or agent without the prior written consent of FCL. It shall be a condition of such consent
that the sub-contractor signs and observes an agreement containing terms at least as
onerous as those contained in this agreement. Without prejudice to this clause, the Hirer
shall in all cases retain sole responsibility for the performance of the tasks assigned to
it under this agreement, regardless of the use of authorised or unauthorised
sub-contractors and the Hirer shall be liable for the acts and omissions of any
sub-contractor (of any tier and authorised and unauthorised) or any intermediaries
whatsoever as if they were the acts and omissions of the Hirer itself.
No Partnership or Agency
Nothing in this agreement is intended to, or shall be deemed to, establish any
partnership or joint venture between any of the parties, constitute any party the agent of
another party, or authorise any party to make or enter into any commitments for or on
behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any
This agreement constitutes the entire agreement between the parties and supersedes
and extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral, relating to its
Each party acknowledges that in entering into this agreement it does not rely on, and
shall have no remedies in respect of, any statement, representation, assurance or warranty
(whether made innocently or negligently) that is not set out in this agreement.
Each party agrees that it shall have no claim for innocent or negligent
misrepresentation or negligent misstatement based on any statement in this agreement.
- Nothing in this clause shall limit or exclude any liability for fraud.
Third Party Rights
No one other than a party to this agreement shall have any right to enforce any of
Any notice given to a party under or in connection with this contract shall be in
writing and shall be:
delivered by hand or by pre-paid first-class post or other next working day delivery
service at its registered office (if a company) or its principal place of business (in
any other case); or
sent by email with a “Read Receipt” to email@example.com, or any other email address
as notified to the Hirer from time to time.
- Any notice shall be deemed to have been received:
if delivered by hand, on signature of a delivery receipt or at the time the notice
is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at
9.00 am on the second business day after posting [or at the time recorded by the
delivery service; or
if sent by email, the date on which the “Read Receipt” is shown as being accepted.
This clause does not apply to the service of any proceedings or other documents in
any legal action or, where applicable, any arbitration or other method of dispute
Governing Law and Jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or
its subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have
non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection
with this agreement or its subject matter or formation (including non-contractual disputes
A reference to a company shall include any company, corporation or other body
corporate, wherever and however incorporated or established.
A reference to a holding company or a subsidiary means a holding company or a
subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006. In
the case of a limited liability partnership which is a subsidiary of a company or another
limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so
that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members’
rights to vote on all or substantially all matters which are decided by a vote of the
members of the limited liability partnership; and (b) the reference in section 1159(1)(b)
to the right to appoint or remove a majority of its board of directors is to the right to
appoint or remove members holding a majority of the voting rights.
In this Agreement the following words and expressions shall have the following
meanings: “Documents/Documentation” means any documentation supplied by the Hirer to FCL
in connection with this Agreement or developed or provided by FCL to the Hirer in
connection with this Agreement (as the case may be require), in hard copy or electronic
form; “DPA” means the Data Protection Act 1998 as amended or replaced; “IPR” means all
intellectual property rights of whatever nature including, all patents, utility models and
other rights in inventions; all copyright and database rights; all design right,
registered design right and other rights in designs; all trade names and logos and other
rights in the nature of trade marks; all goodwill and all equivalent or similar rights
arising anywhere in the world, whether registered, unregistered or the subject matter of
an application for registration; and “Materials” means any materials made available by the
Hirer to FCL in connection with this Agreement, including any Documentation (together with
any modifications, alterations, adaptations or changes to the Documentation); This
agreement has been entered into on the date the Hirer’s account was activated.