Legal: Terms of Business

TempDash — Client Terms of Business (Dental Practices)

Version 1.9.1 — Effective Date: 21 October 2026 Operated by TempDash Ltd, Company No. 17264372, registered in England & Wales. TempDash is a trading name of TempDash Ltd, a company registered in England and Wales. Registered office: 124 City Rd, London EC1V 2NX. ICO Registration: ZC159507. Contact: support@tempdash.app.

IMPORTANT — These Terms of Business form a legally binding contract between the dental practice (the "Practice" or "Workplace", "you") and TempDash Ltd ("TempDash", "we", "us"). By creating a Practice account, posting a shift, or otherwise using the Platform, you confirm that you have authority to bind the Practice and that you have read, understood, and agreed to be bound by these Terms.

1. Nature of the Platform

1.1. TempDash is a software platform and introductory marketplace that connects independent dental professionals with dental practices (the "Platform"). Through the Platform, dental practices can post temporary shifts and be matched with self-employed dental professionals ("Workers").

1.2. TempDash is an introductory technology platform, providing software, search, matching, and payment-routing services. Without admitting that the Conduct of Employment Agencies and Employment Businesses Regulations 2003 apply to its marketplace model, TempDash voluntarily applies relevant standards of the Regulations to introductions made through the Platform. This voluntary compliance does not make TempDash the employer of any Worker, nor does it make Workers employees of TempDash.

1.3. Workers are independent self-employed contractors. TempDash does not employ them, set their professional rules of conduct, or supervise their clinical work.

1.4. TempDash is not a healthcare provider and is not registered with the Care Quality Commission. Clinical governance, infection control, supervision, and CQC compliance for the practice site remain the Practice's sole responsibility.

1.5. Intermediary Platform — Not a Party to Shift Contracts. TempDash Ltd provides an introduction and payment technology service. Each individual shift creates a direct contract for services between the Practice and the Worker (see clause 4.2); TempDash is not a party to that contract and does not employ, supervise, or direct the Worker. TempDash's role is limited to (a) operating the introduction and matching technology, (b) facilitating payment routing between the Practice and the Worker, and (c) administering the subscription-based platform service these Terms govern. Fees paid to TempDash are paid in consideration of access to that technology and service — not as a recruitment or placement commission.

1.6. Business-to-business contract — consumer legislation does not apply. The Practice enters into these Terms in the course of its business and wholly or mainly for purposes relating to its trade, business, craft or profession, and not as a consumer. This applies equally where the Practice is a sole trader, a partnership, or an individual practitioner trading in their own name: the test is the purpose for which the contract is made, and the Practice confirms that purpose is a business one. Accordingly, these Terms are a business-to-business contract, and the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and other consumer protection legislation do not apply to these Terms or to the Practice's use of the Platform; in particular, the Practice has no right to cancel under those Regulations. Nothing in this clause affects the unlimited liabilities in clause 9.3, or the separate position of any Worker, whose relationship with TempDash is governed by the Worker Terms.

2. Practice Account & Authority

2.1. To use the Platform you must be a UK-registered dental practice or operating company, hold any registrations required by law (including CQC registration where applicable), and ensure that the individual creating the account is duly authorised to bind the Practice.

2.2. You agree to keep the Practice profile, registered office address, billing details, and authorised-user list accurate and up-to-date.

2.3. You are responsible for the actions of all individuals who access the Platform under your Practice account, including any Practice staff or principals invited by you.

3. Worker Verification — Allocation of Responsibility

3.1. TempDash facilitates pre-engagement checks, including:

• identity and right-to-work verification through VouchSafe;
• General Dental Council (GDC) registration look-up;
• collection of DBS, indemnity, and Hepatitis B documentation.

3.2. The Practice remains legally and clinically responsible for, without limitation:

• carrying out an in-person identity check on the Worker on arrival at site (matching the Worker against TempDash's verified identity record);
• satisfying itself, before treatment commences, that the Worker is competent for the role and clinically fit to practise;
• providing a safe working environment compliant with Health & Safety at Work etc. Act 1974, RIDDOR, COSHH, and infection-control regulations;
• supervising clinical output to the standards required by the GDC, CQC and the Practice's own clinical governance policies;
• maintaining its own employer's liability insurance, public liability insurance, and CQC registration.

3.2A. Documents. TempDash collects each Worker's DBS certificate (where the role requires one), indemnity and Hepatitis B documentation during onboarding, and checks the DBS certificate before the Worker can book shifts that need it. The App does not ask the Practice to check documents when the Worker arrives, and the Worker's clock in does not depend on any confirmation from the Practice. The Practice remains responsible for checking the certificates of the Workers it engages.

3.3. TempDash does not warrant the suitability of any Worker for any specific shift or any specific patient. The decision to accept and allow a Worker to treat patients is the Practice's alone.

3.4. AI-assisted data extraction; Practice is the final auditor. TempDash uses optical character recognition and other artificial-intelligence tooling to read and pre-populate data from Worker-uploaded documents (including DBS certificates, indemnity certificates, and Hepatitis B / immunisation records) for the sole purpose of saving the Practice time during the in-person check at clause 3.2. TempDash Ltd acts as an introductory platform. The Client (Practice) acknowledges that while TempDash facilitates document collection, the Client is solely responsible for ensuring the Worker meets all regulatory and CQC compliance requirements before work begins. No AI-extracted value, badge, status, or summary surfaced in the Platform constitutes verification, endorsement, certification, or sign-off of the underlying document, and TempDash gives no warranty as to the accuracy, completeness, or currency of any such extracted data.

4. Posting Shifts; Acceptance; Smart Matching

4.1. Shifts you post are distributed through TempDash's Smart Matching service. The platform optimizes shift rates in real-time within the budget parameters (Base Rate and Standard Max) set by the Practice. The proprietary logic, the order of distribution, and the windows for acceptance are set by TempDash and may be adjusted at our discretion.

4.2. Once a Worker accepts a posted shift, a binding contract for services is formed directly between the Practice and the Worker for the performance of that shift. TempDash is not a party to that contract.

4.3. The agreed hourly rate, role, location, start and end times, and any disclosed shift-specific instructions are the express terms of that contract.

4A. Tax, Employment Status & Payroll

4A.1. Workers pay their own tax. Each Worker engaged through the Platform contracts with the Practice as an independent self-employed contractor (clauses 1.3 and 4.2). The Worker alone is responsible for registering with HM Revenue & Customs, and for calculating, declaring and paying all Income Tax, National Insurance contributions and any VAT arising on the sums they receive for a shift. The Worker gives TempDash a corresponding undertaking and indemnity in the Worker Terms.

4A.2. TempDash operates no payroll and makes no deductions. TempDash does not operate PAYE on any sum routed through the Platform, does not deduct Income Tax or National Insurance at source, and does not make employer National Insurance or pension contributions in respect of any Worker. Sums routed to a Worker are gross of all taxes. TempDash is not the employer of any Worker, is not an employment business in respect of the engagement (see clause 1.2), and does not act as the Practice's payroll provider, tax agent, or deemed employer.

4A.3. The Practice is the end client for status purposes. For every engagement arranged through the Platform, whether a single shift or a series of shifts, the Practice is the end client and the party for whom the services are performed. Where the off-payroll working rules (IR35) at Chapter 10, Part 2 of the Income Tax (Earnings and Pensions) Act 2003 place a duty on the end client to determine a Worker's employment status for tax — which will be the case where the Practice does not qualify as a small organisation and the Worker provides services through an intermediary such as a personal service company — that duty is the Practice's. It includes making the determination, issuing any Status Determination Statement and taking reasonable care in doing so, responding to any disagreement, and operating any deduction that follows. Where those rules instead place the duty on the Worker's own intermediary, it rests with the Worker under the Worker Terms. TempDash does not make, review, endorse or approve status determinations, and nothing surfaced in the Platform (including any role, badge, status or rate) is a status determination or advice on one.

4A.4. Agency Workers Regulations. TempDash does not consider that the Agency Workers Regulations 2010 apply to introductions made through the Platform, because Workers are engaged as independent contractors in business on their own account and are not supplied to work temporarily for and under the supervision and direction of the Practice as agency workers. To the extent that those Regulations, or the Conduct of Employment Agencies and Employment Businesses Regulations 2003, are nonetheless found to apply to any engagement, the Practice will promptly provide the information TempDash reasonably requests in order to comply (including comparator pay and conditions information), and the parties will co-operate to give effect to any entitlement that arises.

4A.5. Repeat bookings do not create employment. Engaging the same Worker more than once, or over an extended period, does not of itself create a contract of employment or a contract of service between the Practice and the Worker, or between the Worker and TempDash. Where the substance of the Practice's arrangements with a Worker changes — for example if the Practice begins to direct how the work is done rather than what is to be done, or engages the Worker on an ongoing basis — the Practice is responsible for assessing what that change means for its own tax, employment law, pension auto-enrolment and working time obligations. The Practice must not use the Platform to disguise what is in substance an employment relationship.

4A.6. No advice. Nothing in these Terms, and nothing surfaced in the Platform, is tax, employment law, or other legal advice. The Practice is responsible for taking its own advice on its status, tax, and employment obligations, and clause 8.3 applies to any liability arising from the Practice's failure to comply with this clause 4A.

5. Timesheets, Approval & Auto-Capture

5.1. At the end of each shift, the Worker clocks out in the App, which submits a timesheet recording the hours worked. If the Worker clocked in but does not clock out, the booked hours are submitted on the Worker's behalf twenty-four (24) hours after the booked end. Hours for a shift the Worker did not clock in to can only be claimed as set out in clause 7.8.

5.2. Approval.

• (a) Where the Worker's clock in was confirmed by location within about 250 metres of the Practice, and the Worker did not choose to clock in from outside that distance, the booked hours are approved when the timesheet is submitted, without the Practice being asked.
• (b) In every other case (location off or unavailable, outside that distance, a start time earlier than when the Worker tapped clock in, or hours claimed without a clock in under clause 7.8) the Practice is asked to approve or query the hours. If the Practice has done neither within twenty-four (24) hours of submission, the timesheet goes to TempDash for review, and nothing is paid until TempDash decides.
• (c) Time worked past the booked end (overtime) is approved separately. The Practice is asked to approve it; if the Practice has not answered 72 hours after the shift, overtime of up to 2 hours and up to £150 is approved automatically, and anything larger is reviewed by TempDash before it is paid.

5.3. You irrevocably authorise TempDash to instruct its payment services provider to capture the funds in line with hours approved under clause 5.2, approved by the Practice, or decided by TempDash under clause 5.5, calculate the platform fees and any applicable VAT, and route payment to the Worker's connected account. This authority is given in advance, is express, and cannot be retracted retrospectively.

5.4. All platform fees are non-refundable once a shift has been completed (or a cancellation fee has crystallised under clause 7), save where required by law.

5.5. Queries and disputes. The Practice may query hours that are waiting for it under clause 5.2(b), and may dispute a shift after payment for thirty (30) days from payment (for example because the Worker did not attend, left early or the hours were wrong). Hours under query are not paid while TempDash reviews them. TempDash follows our published Dispute Resolution Policy. TempDash's decisions in disputes are final, save for the parties' rights under English law.

5.6. Shifts that end early. Where a shift ends more than 15 minutes before the booked end:

• (a) Where the Practice ends the shift, in the App, or by giving that as the reason when it confirms the timesheet, the Practice pays for the hours worked or the minimum charge in clause 7.3, whichever is more, and never more than the booking. The Worker is paid that amount less TempDash's platform fee.
• (b) Where the Worker works fewer hours than booked for any other reason, the Practice pays for the hours worked only.
• (c) The Practice gives the reason when it confirms the timesheet. If it has not given one within twenty-four (24) hours, clause 5.6(a) applies. Where the Practice gives the reason in clause 5.6(b), the Worker may dispute it through TempDash support within seventy-two (72) hours of the booked end or of the Practice's answer, whichever is later, and the amount in question is held until then or until TempDash decides.
• (d) Any part of the booking that is not due under this clause is credited to the Practice's TempDash balance where it was already taken, rather than refunded to the card or bank account, and is otherwise not collected.

6. Fees & Payment

6.1. Platform fees, instant-payout premiums, currency-conversion charges (if any), and any disclosed VAT are set out in-app and may be amended on no less than fourteen (14) days' notice.

6.2. Authority to charge. The Workplace authorises TempDash to charge any registered payment method (payment card, Bacs Direct Debit, backup card, wallet balance, or any other method enabled in the app) for: (a) shift fees, (b) platform fees, (c) cancellation fees under clause 7, (d) any agreed make good adjustments, and (e) failed payment fees, recovery costs, statutory compensation and interest under clause 6.5. If your primary payment method fails or your balance does not cover the full amount, TempDash may charge your backup card on file so the payment completes without delay. All transactions are securely handled by our regulated payment partners. This payment authority remains active until you update your payment method or close your account.

6.2A. Backup card for Direct Debit. Workplaces paying by Bacs Direct Debit must keep a valid backup payment card linked to their account at all times. If a Direct Debit collection fails or is returned unpaid by your bank, TempDash may charge this backup card under clause 6.2 to settle the outstanding collection. Workplaces paying primarily by card maintain a card on file as standard; workplaces funding shifts solely from a prepaid balance are not required to keep a backup card.

6.2B. Weekly Direct Debit. For Workplaces paying by Bacs Direct Debit, TempDash collects all approved shifts not yet collected in one single payment every Monday (or the next working day after a UK bank holiday). We will notify you of the total amount and collection date before the payment is taken. Workers on these shifts are paid once your collection has cleared. If your outstanding shifts reach your agreed credit limit, any additional shifts will be charged to your card until the collection clears. If a collection fails, we may re-attempt the debit once, unless your bank tells us it cannot be retried, before charging your backup card under clause 6.2A.

6.3. Failed payments and retries. Except as set out in clause 6.2B, if a payment fails, TempDash will notify the Workplace and may reattempt the charge up to six times across a period of up to 28 days. A faster reattempt schedule applies to larger balances or accounts with recent payment failures. The Workplace will receive advance notice before each retry, including a deadline for settling the balance from the third attempt onward. Retries stop immediately once the balance is cleared or if your card provider indicates the payment method is invalid (in which case we will ask for updated billing details). You may stop retries at any time by paying via an alternative method, updating your billing details, or revoking the payment authority in Billing. Revoking payment authority does not clear or write off any outstanding balance owed.

6.4. VAT. Sums payable under these Terms are exclusive of VAT, which (where applicable) will be added at the prevailing rate.

6.5. Late payment, failed payments and recovery costs.

(a) Failed payments. Where a weekly Bacs Direct Debit collection is returned unpaid, TempDash may charge the Workplace any fee that its banks or payment partners charge TempDash for that failure, and a fixed administration fee as set out in the fee list in the app (currently £15 plus VAT where applicable). Where a card payment (including a top up to cover a shortfall, a charge for overtime or additional hours, or a rate increase) is declined, no fee is charged at the time; if the amount is still unpaid after the settle by date given under clause 6.3, TempDash may charge the fixed administration fee. Where a card payment is reversed by a chargeback that is decided in TempDash's favour, TempDash may charge the fee its payment partners charged for the chargeback and the fixed administration fee. The administration fee is charged once for each failed payment, not for each retry. No fee is charged where a Direct Debit is refunded under the Direct Debit Guarantee because of an error by TempDash or its payment partners.

(b) Overdue amounts. An amount that remains unpaid after the settle by date given under clause 6.3 is overdue. TempDash may then claim fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998 (£40 for a debt under £1,000, £70 for a debt of £1,000 to £9,999.99, and £100 for a debt of £10,000 or more), any reasonable recovery costs above that sum, and statutory interest at 8% above the Bank of England reference rate from the date the payment was due until it is paid. Any administration fee already charged for that debt under (a) is deducted from the fixed compensation.

(c) How these are paid. These fees, costs, compensation and interest may be added to the Workplace's account, included in the next weekly Direct Debit collection, charged to the payment method on file or the backup card under clause 6.2, or set off against any amount TempDash owes the Workplace.

(d) Account restrictions. Where an amount remains unpaid, TempDash may pause the Workplace's account, restrict the posting of new shifts, and take reasonable steps to recover the money owed.

(e) Discretion. TempDash may waive or refund any of these fees, costs, compensation or interest at its discretion.

6.6. Unused balance. You can ask us through support to return any unused balance that is not set aside for bookings, holds or open cases. We return it to the payment method you topped up with, within 28 days. Top up bonuses are not cash and are removed when a balance is returned.

7. Cancellations by the Workplace

7.1. Free cancellation. A shift that no Worker has accepted may be cancelled at any time without charge. The Workplace may cancel a booked shift through the Platform without charge (a) more than 48 hours before the shift is due to start, or (b) within 30 minutes of a Worker accepting the shift, as long as the shift has not started.

7.2. 48 hours or less before the start. If the Workplace cancels a booked shift 48 hours or less before it is due to start, other than within the 30 minutes in clause 7.1(b), the minimum charge in clause 7.3 is charged.

7.3. The minimum charge. The minimum charge is the agreed hourly rate multiplied by six (6) hours, or by the booked hours where the booking is shorter than six (6) hours, including TempDash's platform fee. It is never more than the booking.

7.4. Short notice bookings. A shift accepted shortly before it starts is treated in the same way: it may be cancelled without charge within the 30 minutes in clause 7.1(b), and after that clause 7.2 applies.

7.5. The booking. In this clause 7, "the booking" means the agreed hourly rate multiplied by the booked hours, less any unpaid break, including TempDash's platform fee, as shown in the App when the shift was booked. The App shows the exact amount before the Workplace confirms a cancellation.

7.6. The minimum charge is paid to the Worker. Where clause 7.2 applies, the minimum charge, less TempDash's platform fee, is paid to the Worker for the time they set aside.

7.7. When a card is charged. Where the Workplace pays by card, the booking is charged to its registered card 24 hours before the shift is due to start. A shift accepted less than 24 hours before its start is charged once the 30 minutes in clause 7.1(b) have passed. If a cancellation charge falls due on a shift that has not yet been charged, it is charged when the shift is cancelled. Anything already taken that is not due under this clause is refunded to the payment method it came from, and a difference between the booked and the approved hours is refunded or charged when the timesheet settles under clause 5.

7.8. No show. Where the Worker has not clocked in an hour after the booked start and has been asked in the App where they are, the Practice may cancel the booking as a no show, closing the shift or offering it to other Workers ("Find someone else"). Where nobody has clocked in by the booked end, the booking is cancelled as missed automatically. No cancellation charge under clauses 7.2 to 7.4 applies, and the Practice receives a no show credit against TempDash's fee on a later shift, of the amount shown in the App, which expires under clause 7.11. Refusing a Worker access on the day is not a no show: it is treated as a cancellation under clause 7.2.

• (a) Where the shift is closed, the money for the booking is held until seventy-two (72) hours after the booked end, whatever the payment method, and is then returned: any amount already taken is credited to the Practice's TempDash balance rather than refunded to the card or bank account, a card authorisation not yet taken is cancelled, and an amount not yet collected by Direct Debit is not collected.
• (b) Where the Practice chooses Find someone else, the money for the booking is moved to the Practice's TempDash balance and set aside for the replacement booking.
• (c) Hours claimed by the Worker. Within those seventy-two (72) hours the Worker may claim hours for the shift, through TempDash support only. The Practice is then asked to approve or query them under clause 5.2(b). Approved hours are paid for under clause 5.3, from the held money where it is still held, and the no show credit is withdrawn. Queried hours are reviewed by TempDash, and the money stays held until TempDash decides. After seventy-two (72) hours, no claim can be made.

7.9. Authority and changes. Cancellation charges are taken from the registered payment method under clause 6.2 without further notice. TempDash may change the notice periods and amounts in this clause on notice under clause 17.2. The periods and amounts that apply to a shift are those in force when it is cancelled.

7.10. Shifts that cannot go ahead for a reason that is the Practice's responsibility. If a shift cannot go ahead for a reason that is the Practice's responsibility, including the Practice not holding a valid registration required by law for the location where the shift takes place (such as CQC registration), TempDash may cancel that shift and any other upcoming shifts at that location. The Practice will be charged in full as set out in clauses 7.1 to 7.7, as if it had cancelled each shift itself at the time TempDash cancelled it, and the Worker will be paid under clause 7.6. TempDash may also stop shifts being posted at that location until the registration is confirmed. If a cancellation under this clause was caused by an error on TempDash's part, TempDash will refund the cancellation charge.

7.11. Credit and when it expires. Any credit TempDash adds to the Practice's account, including a no show credit, a credit for a booking TempDash could not replace, and any referral or promotional credit, comes off TempDash's fee on later shifts. It is never paid out as cash and never reduces the Worker's pay. Each credit expires if it is not used by the date shown beside it in the App, which is twelve (12) months after the day it was added unless TempDash tells the Practice a longer period. Credit is used oldest first, and expiry never affects credit that has already been used.

8. Conduct on Site; Clinical Liability; Indemnity

8.1. The Practice will treat Workers professionally, will not require them to perform tasks outside their scope of practice or registration, and will provide reasonable rest breaks, equipment, and PPE.

8.2. Clinical liability. TempDash accepts no liability whatsoever for clinical negligence, malpractice, breach of duty of care, harm to patients, complaints to the GDC, CQC findings, or loss of revenue arising from a Worker's clinical work. Such liability lies between the Practice and/or the Worker (as a matter of professional duty and indemnity).

8.3. Indemnity from the Practice. The Practice agrees to indemnify and hold TempDash harmless against any claim, loss, fine, penalty, regulatory cost, or reasonable legal cost arising from: (a) the Practice's breach of these Terms; (b) the Practice's failure to comply with its CQC, GDC, employment-law, health-and-safety, or data-protection obligations; (c) any clinical or workplace incident occurring at the Practice site.

8.4. Indemnity from TempDash. TempDash will indemnify the Practice against direct losses arising from a proven security breach of TempDash's own systems or wilful misconduct of TempDash personnel, subject to the cap in clause 9.

8.5. Equality and non-discrimination. The Practice will not select, reject, or treat any Worker less favourably because of a protected characteristic under the Equality Act 2010, and will not ask TempDash to filter, exclude, prioritise, or match Workers on any such basis. A decision not to accept a Worker must be based on the documents or credentials the Worker holds, or on another genuine and lawful ground. TempDash may decline to act on any request that would place either party in breach of the Equality Act 2010, and may suspend the Practice account under clause 13.1 where it reasonably suspects such a breach.

9. TempDash's Liability

9.1. Subject to clause 9.3, TempDash's total aggregate liability to the Practice under or in connection with these Terms in any twelve (12)-month period shall not exceed the greater of (i) the platform fees actually paid by the Practice to TempDash in that period, or (ii) £5,000.

9.2. TempDash will not be liable for: indirect, special, or consequential loss; loss of revenue, profit, goodwill, or chance; loss of patients; clinical or regulatory consequences of a Worker's conduct; or any loss caused by the Practice's failure to verify the Worker on arrival.

9.3. Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded under English law.

10. Non-Solicitation & Anti-Circumvention — Technology Introduction Fee

10.1. The Practice acknowledges that introductions made through the Platform are commercially valuable and that TempDash incurs significant cost in identifying, verifying, and matching Workers, and in operating the payment and compliance technology that supports each ongoing engagement.

10.2. For a period of twelve (12) months following the date on which a particular Worker is first introduced to the Practice through the Platform (the "Introduction"), the Practice agrees not to, directly or indirectly:

• engage that Worker (whether as employee, contractor, locum, associate, partner, or in any other capacity) outside the Platform; or
• solicit, encourage, or assist that Worker to be engaged by the Practice or any associated person outside the Platform.

10.3. Technology Introduction Fee (Subscription Buy-out). Where the Practice wishes to retain the ongoing services of a Worker outside the Platform during the 12-month restricted period in clause 10.2, the Practice may release that Worker from the Platform on payment to TempDash of a one-off Technology Introduction Fee of £5,000 (plus VAT where applicable). This fee is a subscription buy-out — it represents the value of (a) the technology introduction itself; (b) the identity, right-to-work, and GDC verification carried out before the Introduction; (c) ongoing access to the Platform's payment-routing, compliance-monitoring, and matching infrastructure that the parties forgo by moving the engagement off-platform; and (d) the future platform usage that TempDash would reasonably have expected to derive from the Introduction. Consistent with clause 1.5, the Technology Introduction Fee is paid in consideration of access to TempDash's technology and platform service and is not a recruitment, placement, or temp-to-perm commission; TempDash is not acting as an employment agency or employment business in respect of the off-platform engagement. The fee is payable in advance of the Worker's first off-platform engagement. The parties acknowledge that £5,000 is a reasonable commercial protection for a digital introduction and payment platform of TempDash's nature and scale, and is intended to satisfy the reasonableness standard contemplated by Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (to the extent those Regulations are found to apply), without thereby admitting that those Regulations apply to the marketplace model described in clause 1.

10.4. Without the Technology Introduction Fee, breach of clause 10.2 entitles TempDash to claim, by way of liquidated damages, an amount equal to the greater of (i) the Technology Introduction Fee in clause 10.3 and (ii) 20% of the gross fees paid (or that would have been payable) to that Worker by the Practice in the 12 months following the off-platform engagement. The parties agree this is a genuine pre-estimate of loss and not a penalty.

10.5. The restriction applies regardless of which party initiates the off-platform contact.

11. Intellectual Property

11.1. The Platform, branding, software, search and Smart Matching algorithms, datasets, and analytics outputs are owned by or licensed to TempDash. The Practice receives a non-exclusive, non-transferable, revocable licence to use the Platform for its internal staffing operations.

11.2. The Practice grants TempDash a worldwide, royalty-free, sublicensable licence to use shift, rating, and timesheet data for the purpose of operating the Platform, training the matching algorithm, producing aggregated analytics, and complying with regulatory enquiries.

12. Reviews

12.1. Practices may rate Workers, and Workers may rate Practices, after each completed shift. Ratings must be honest, lawful, and proportionate.

12.2. TempDash may moderate, redact, or remove ratings that are unlawful, defamatory, discriminatory, harassing, or in breach of these Terms.

12A. Community rules

12A.1. We have zero tolerance for objectionable content and for abuse of anyone using the Platform. These rules apply to everything the Workplace and its authorised users post, send or upload: chat messages, calls, posts on the Workplace's page, photos, reviews of Workers, and shift notes and instructions. The Workplace is responsible for what its authorised users send from its account.

12A.2. The Workplace must not post, send or share anything that:

• harasses, bullies, threatens or intimidates anyone;
• is hateful, or treats anyone less favourably because of a protected characteristic under the Equality Act 2010 (see also clause 8.5);
• is sexually explicit, violent or graphic;
• is false or misleading, or defames anyone;
• shares patient or service user information, or anyone else's personal details, without the right to;
• is spam or a scam, or invites a Worker to work outside the Platform (clause 10);
• copies someone else's work without permission, or pretends to be someone else; or
• is otherwise unlawful.

12A.3. What we can do. We may remove or hide anything that breaks these rules, without notice. We may also suspend or close the Workplace's account, or an authorised user's access, under clause 13, straight away where a breach is serious or repeated.

12A.4. Reporting and blocking. The Workplace can report a Worker's chat message by holding it, and a Worker's profile from that profile. It can block a Worker from the Worker's profile, so they are not invited to or booked for its shifts; owners and team members with access can do this, and undo it at any time. For anything else, chat to us in the App.

12A.5. How we review reports. Reports are private: the Worker is not told who reported them. Our team reviews every report promptly and aims to act on it within 24 hours. A report never removes anything on its own; a person at TempDash decides.

13. Suspension & Termination

13.1. TempDash may suspend the Practice account immediately and without prior notice where it reasonably suspects: regulatory or safeguarding risk, fraud, attempted circumvention, repeated late or non-payment, abusive treatment of Workers, or material breach of these Terms.

13.2. Either party may terminate for convenience on thirty (30) days' written notice. Either party may terminate immediately for material breach not remedied within fourteen (14) days of written notice, or for the other party's insolvency.

13.3. Termination does not affect: (a) accrued rights to payment (including outstanding shift fees and platform fees); (b) clauses intended to survive (including 4A, 5.3, 6, 7, 8, 9, 10, 11, 14–17).

14. Confidentiality & Data Protection

14.1. Each party will keep confidential all non-public information disclosed by the other in connection with these Terms, save where lawfully required to disclose.

14.2. Where the parties exchange personal data (e.g. Worker contact details, timesheet records), each acts as an independent data controller under the UK GDPR. The parties will comply with all applicable data-protection laws and assist each other in handling data-subject requests promptly.

14.3. Patient data remains under the Practice's controllership at all times. TempDash does not collect, host, or process patient clinical records.

15. Force Majeure

15.1. Neither party will be liable for delay or failure to perform caused by an event beyond its reasonable control (including, without limitation, internet outages, payment-rail outages, regulatory action, pandemic, or industrial action). The affected party will notify the other promptly and take reasonable steps to mitigate.

16. Notices

16.1. Notices to TempDash must be sent to support@tempdash.app and copied to 124 City Rd, London EC1V 2NX. Notices to the Practice may be sent to the registered email or in-app message and are deemed received the next business day.

16.2. Call recording. Calls placed through the App — between the Practice's authorised users and Workers, and with our support team — are recorded for safety, quality, dispute-resolution and audit purposes, and may be retained and relied upon accordingly. The parties are notified at the start of each call; by placing or accepting a call you consent to this. Retention is set out in the Privacy Policy.

17. General

17.1. Governing law and jurisdiction. These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, save that TempDash may bring proceedings to enforce its intellectual-property or anti-circumvention rights in any competent court.

17.2. Variation. TempDash may update these Terms on no less than fourteen (14) days' notice via in-app message and/or email to the Practice's registered contact. Continued use of the Platform after the effective date constitutes acceptance.

17.3. No waiver. A failure to enforce any provision is not a waiver of the right to do so later.

17.4. Severance. If any provision is held unenforceable, the remainder continues in force.

17.5. Entire agreement. These Terms (together with the Privacy Policy and any in-app policy referenced) form the entire agreement between the parties on the subject matter and supersede prior dealings.

17.6. Third-party rights. Save where expressly stated, no person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999.

17.7. Assignment. The Practice may not assign or transfer its rights without TempDash's written consent. TempDash may assign or novate on notice.

17.8. Electronic acceptance and signature. These Terms may be accepted electronically. Where an individual authorised under clause 2.1 types their name into the App or the web dashboard and submits it as a signature, that is an electronic signature and has the same effect as a signature by hand. TempDash records the name signed, the version of these Terms that was displayed at the time, the date and time of signing, and the network address from which the signature was made, and the parties agree TempDash may rely on that record as evidence of acceptance. The Practice is responsible for ensuring that only an authorised individual signs.