Terms & Conditions

UDRAFTER LIMITED TERMS OF BUSINESS FOR STUDENTS (" Conditions")

1. INTERPRETATION

The following definitions and rules of interpretation apply in these conditions:

1.1 Definitions:

"Agreed Purposes:" means any purpose to which the Student has expressly consented the implementation of legal obligations between Udrafter, a Job Poster and a Student or any other lawful purpose permitted under Data Protection Legislation.

"Appropriate Organisational Measures" has the meaning as set out in Data Protection Legislation;

"Appropriate Technical Measures" has the meaning as set out in Data Protection Legislation;

"BA 2010" means the Bribery Act 2010 or any successor thereto;

"Business Day" means a day other than a Saturday, Sunday or any public holiday when collecting banks in Edinburgh and London are open for business;

"Community Conditions" means the community guidelines of Udrafter from time to time, available at [LINK], setting down the conduct expected by Udrafter of a Job Poster and a Student.

"Conditions" means these terms and conditions;

"Confidential Information" means all information of any nature and in any format which, at the time concerned, is not generally known to the public and relates to one or more aspects of the past present or future business of Udrafter;

"Controller" has the meaning as set out in Data Protection Legislation;

"Data Controller" has the meaning as set out in Data Protection;

"Data Processor" has the meaning as set out in Data Protection;

"Data Protection Legislation" means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).

"Data Subject" has the meaning as set out in Data Protection;

"Details" means the details and requirements of a Job as specified in clause 2;

"Disclosure Check" means a check of an individual's background via the Protection of Vulnerable Groups Scheme administered by, Disclosure Scotland, of which more detail can be found at www.myscot/gov/pig-scheme/.

"Hours" the number of hours work involved in a Job;

"Job" means a short-term work assignment, with a duration of between 2 hours and three weeks, advertised by a Job Poster on Udrafter's Platforms.

"Payment Method" means a bank account or other payment details for the Student added by it to the Platform.

"Personal Data" means the personal data (as defined in Data Protection Legislation in force at the time) of a Student, including (but not limited to) that Student's name, contact details and payment details and that information provided by a Student in accordance with condition 2;

"Place" the place where the work in carrying out a Job is to be physically carried out;

"Platforms" means the platforms owned and maintained by Udrafter where the Opportunities are advertised including but not limited to websites and ios or android applications.

"Privacy Policy" means the privacy policy of Udrafter as found at [LINK] and updated from time to time.

"Processor" has the meaning as set out in Data Protection Legislation in force from time to time;

"Relevant Requirements" means all laws, statutes, regulations and codes relating to anti-bribery, data protection and privacy;

"Student" means any university student who has registered with Udrafter to apply for Jobs;

"Time" the start time (or times) of our Job; and

"Vetting" means such vetting and due diligence of a Student as Udrafter (in its absolute discretion) may require (and " Vetted" shall be construed accordingly); and

"Wage" means the total remuneration for a Job to be paid to the Student being the hourly rate as advertised in the Job Description multiplied by the number of hours work actually worked by the Student.

1.2 Any reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all sub-ordinate legislation made under the statute or statutory provision.

1.3 Any words following the phrases including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.4 References to "writing" or "written" includes fax and any non-transitory form of visible reproduction or words and includes electronic mail (unless otherwise stated herein).

2. REGISTRATION

2.1. A Student may register on the Platform by completing such form as Udrafter may specify to include details of a Students:

(a) name;

(b) address;

(c) work experience;

(d) preferred working hours; and

(e) University or college matriculation number;

(f) undergraduate or post graduate course name; and

(g) the Payment Method.

2.2. By registering on the Platform, a Student confirms that he or she agrees to abide by these Conditions.

2.3. Udrafter will hold a Student's Personal Data in accordance with its Privacy Policy.

2.4. A Student may request that his or her Personal Data is amended or deleted, in accordance with the Privacy Policy.

2.5. Where relevant, a Student may be asked to upload a video CV (a film about the Student) that will be made available to Job Poster.

3. VETTING

3.1. Udrafter will carry out such Vetting of a Student as Udrafter considers appropriate.

3.2. A Student may be denied access to a Job or to the Platform if Udrafter (in its sole discretion) considers a Student not to have been satisfactorily Vetted.

3.3. Vetting is an ongoing process. The fact a Student has previously carried out a Job does not give any right to work on future Jobs.

3.4. Udrafter will inform a Student if Udrafter withdraws that Student's right to apply for a Job on the Platform. This (at Udrafter's discretion) may be conditional on the Student taking such steps as Udrafter may identify.

3.5. Udrafter shall not be obliged to provide any reason for forming the view that a Student has failed any Vetting.

3.6. Udrafter may integrate online identification verification software, and other software, into the Platform and require a Student to enter information into such systems for the purposes of Vetting or performing those Conditions. Clause 9.5 shall apply to such information.

4. INTRODUCTION OF STUDENTS

4.1. A Student may apply via the Platform for a Job.

4.2. Udrafter will pass the Personal Data of a Student who applies for a Job to the Job Poster who put the Details of that Job on the Platform.

4.3. Udrafter deems not to undertake, or make any form of guarantee or assurance that a Job Poster will respond to a Student's application for a Job.

4.4. Personal Data provided by Udrafter pursuant to clause 4.1 will be encrypted.

4.5. It shall be a Job Poster's decision whether or not to offer a Job to a Student. The Personal Data will facilitate direct contact by a Job Poster to a Student via the Platform.

5. OBLIGATIONS OF THE STUDENT

5.1. The Student must at all times act in good faith towards Udrafter and any Job Poster whose Job the Student applies to carry out.

5.2. The Student shall provide to Udrafter the information that Udrafter reasonably needs or requests to perform its duties either under these Terms or by operation of law.

5.3. Udrafter shall not be responsible for any expenses incurred by the Student in connection with these Terms.

5.4. The Student acknowledges that at no point will Udrafter be responsible for the payment of any Wages due for any Job undertaken by the Student.

5.5. The Student will comply with the Community Guidelines.

5.6. A Job Poster may require a Student to carry out or be subject to a Disclosure Check or other search. This may be at the Student's cost, depending on the Job Poster's policies.

5.7. In advance of undertaking any Job, the Student must register as self-employed through Her Majesty's Revenue & Customs and provide sufficient evidence, as may be required by Udrafter, that they have registered. Any failure to register as self-employed will be the sole responsibility of the Student and the Student shall indemnify Udrafter against any liability for that failure by the Student.

5.8. The Student must have the right to work in the United Kingdom as self-employed. The Student will require to provide evidence of their right to work as self-employed within the United Kingdom as Udrafter may request. If you require a visa or other permit to be in the UK, that visa or permit must allow you to carry out any Job for which you apply. Should you work when you are not entitled to do so then you will on demand indemnify (pay all sums due to) Udrafter in respect of any liability of any kind it incurs as a result.

6. PERFORMANCE OF A JOB

6.1. The Student must complete every Job they engage to undertake with a Job Poster.

6.2. When undertaking a Job, the Student agrees to:

6.2.1. Arrive punctually;

6.2.2. Always be dressed appropriately for the work required to be done for the Job;

6.2.3. Maintain a professional and tidy appearance;

6.2.4. Complete the Job to a satisfactory standard in accordance with the Student's relevant skills, experience and qualifications;

6.2.5. Wear any protective equipment provided by the Job Poster for undertaking any Job; and

6.2.6. Abide by any instructions issued by the Job Poster.

6.3. Where the Student becomes aware that they will be unable to complete a Job, they must inform the Job Poster immediately.

6.4. Where the Student does not complete a Job that they were engaged to undertake, they will only be entitled to the payment of Wages in accordance with the number of hours of the Opportunity completed.

6.5. Subject to clause 6.6, where a Student fails to complete a Job, Udrafter shall be entitle to remove the Student from their database and the Platform and shall not be obliged to introduce the Student to any Job Poster.

6.6. If a Student has a genuine and compelling reason not to complete a Job for which he or she have accepted an offer (as determined at the reasonable discretion of Udrafter), then the Student should as soon as practical notify the Job Poster via the Platform.

7. PAYMENT AND DISPUTES

7.1. You are not and will not be an employee of Udrafter.

7.2. It is the responsibility of the Job Poster to pay you a Wage for |Hours worked on a Job. The Wage will normally be paid to you within two working days (not a Saturday, Sunday or bank holiday in the UK) of the day on which you finish a Job. The wage will normally be paid to a Student's Payment Method.

7.3. Udrafter does not guarantee you payment.

7.4. Any dispute between a Student and a Job Poster (particularly, but not solely, in respect of payment) should be notified to Udrafter within 48 hours of the Student becoming aware of the dispute. The matter should be reported in accordance with the Community Guidelines. Udrafter will endeavour to resolve the dispute in accordance with the Community Guidelines, but the Student recognises that Udrafter is not a party to the dispute.

8. COMPLIANCE

8.1. Each party shall at its own expense comply with all laws and regulations relating to its activities under these Conditions, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

8.2. The Student must comply with Udrafter's "Safe Working Practice Policy", as updated from time to time, as set out in Schedule, Part 1 of these Terms.

8.3. When applicable, the Student must comply with Udrafter's "Complaints Policy" as updated from time to time, set out in Schedule, Part 2 of these Terms at all times.

9. DATA PROTECTION

9.1. Each party acknowledges that one party (the " Data Discloser") will regularly disclose to the other party (the "Data Recipient") Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall:

9.1.1. ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;

9.1.2. give full information to any data subject whose personal data may be processed under these Terms of the nature such processing. This includes giving notice that, on the termination of these Terms, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;

9.1.3. process the Shared Personal Data only for the Agreed Purposes;

9.1.4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

9.1.5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by these Terms;

9.1.6. ensure that it has in place Appropriate Technical and Organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;

9.1.7. not transfer any personal data obtained from the Data Discloser outside of the European Economic Area.

9.2. Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate these Terms with immediate effect.

9.3. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

9.3.1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

9.3.2. promptly inform the other party about the receipt of any data subject access request;

9.3.3. provide the other party with reasonable assistance in complying with any data subject access request;

9.3.4. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting with and obtaining the consent of the other party;

9.3.5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

9.3.6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

9.3.7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of these Terms unless required by law to store the personal data;

9.3.8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

9.3.9. maintain complete and accurate records and information to demonstrate its compliance with this clause 9.4.9 and allow for audits by the other party or the other party's designated auditor; and

9.3.10. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the procedures to be followed in the event of a data security breach and the regular review of the parties' compliance with the Data Protection Legislation.

9.4. Each party shall indemnify the other against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other party of the Data Protection Legislation by that party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of the indemnifying party under this clause shall be subject to the limits set out in Clause 10.

9.5. Any Personal Data provided to Udrafter by a Student may be transferred to a processor or sub-processor appointed by Udrafter and notified to the Student (such as, by way of example, Amicus ID). The Student consents to such transfer and sub-processing. The details of the sub-processor will be verified to the Student when inputting such Personal Data into the Platform. That Personal Data will be held and proceed by the third party in accordance with its privacy policy, which will be notified to the Student via the Platform. The purpose of such processing or such processing will be the performance of this contract and a legitimate interest in ensuring the legitimacy of a Job, and its Details and the legitimacy of a Job Poster, and the protection of Students.

9.6. Udrafter reserves the right to monitor, access and review any correspondence between a Job Poster and a Student, or other persons, made or conducted via the Platform. This is for the purpose of monitoring compliance with these Conditions and resolving any disputes, as well as taking any related actions.

10. LIMITATION OF LIABILITY

10.1. Nothing in these Terms shall limit or exclude the liability of either party for:

10.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

10.1.2. fraud or fraudulent misrepresentation or wilful default; or

10.1.3. any matter in respect of which it would be unlawful to exclude or restrict liability.

10.2. Udrafter shall not be responsible for the actions of a Student in carrying out a Job.


11. UDRAFTER NOT EMPLOYER

11.1. Udrafter will not be the employer of a Student in respect of a Job. The Job Poster will be the employer of a Student in respect of a Job.

11.2. Udrafter is providing the Platform as a means of facilitating the introduction of Students to Job Posters. This is a service provided to the Job Poster in return for consideration in the form of Commission.

11.3. The Student confirms it has no right to claim Wages from Udrafter.

11.4. Nothing in this agreement shall render the Student an employee, worker, agent or partner of Udrafter and the Student shall not hold themselves out as such. This is not a contract of employment and the Student shall be fully responsible for, and shall indemnify Udrafter, for and in respect of:-

(a) Any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Job, where the recovery is not prohibited by law. The Student shall further indemnify Udrafter against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Udrafter in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;

(b) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Student against Udrafter arising out of or in connection with the Job.

11.5. Udrafter may at its option satisfy such indemnity (in whole or in part) by way of deduction from any Commission due to the Student.

12. PLATFORM

Udrafter does not guarantee or underwrite that the Platform will be available at any particular time or for any particular period.

13. ENTIRE AGREEMENT

13.1. These conditions constitute 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 subject matter.

13.2. Each party acknowledges that in entering into these conditions 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 these conditions.

13.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these conditions.

13.4. Nothing in this clause shall limit or exclude any liability for fraud.

13.5. These conditions apply to form a contract between Udrafter and the Job Poster on a "per Job" basis so that there is a separate contract for each Job.

14. VARIATION

No variation of these Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15. ASSIGNMENT AND OTHER DEALINGS

These conditions are personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these conditions.

16. THIRD PARTIES

16.1. Except as expressly provided elsewhere in these conditions, a person who is not a party to them shall not have any rights under the Contracts (Rights of Third Parties)(Scotland) Act 2017 to enforce any term of these conditions.

16.2. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these conditions are not subject to the consent of any other person.

17. GOVERNING LAW AND JURISDICTION

17.1. These Terms 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 Scotland.

17.2. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

UDRAFTER LIMITED TERMS OF BUSINESS FOR JOB POSTERS (" Conditions")

1. INTERPRETATION

The following definitions and rules of interpretation apply in these conditions:

1.1 Definitions:

"Agreed Purposes:" means any purpose to which the Data Subject has expressly consented the implementation of legal obligations between Udrafter, the Job Poster and a Data Subject or any other lawful purpose permitted under Data Protection Legislation.

"Appropriate Organisational Measures" has the meaning as set out in Data Protection Legislation;

"Appropriate Technical Measures" has the meaning as set out in Data Protection Legislation;

"BA 2010" means the Bribery Act 2010 or any successor thereto;

"Business Day" means a day other than a Saturday, Sunday or any public holiday when collecting banks in Edinburgh and London are open for business;

"Commission" means the sums due by the Job Poster to Udrafter in respect of a Job in accordance with Clause 5;

"Community Guidelines" means the community guidelines of Udrafter from time to time, available at [LINK], setting down the conduct expected by Udrafter of a Job Poster and a Student.

"Conditions" means these terms and conditions;

"Confidential Information" means all information of any nature and in any format which, at the time concerned, is not generally known to the public and relates to one or more aspects of the past present or future business of Udrafter;

"Controller" has the meaning as set out in Data Protection Legislation;

"Data Controller" has the meaning as set out in Data Protection;

"Data Processor" has the meaning as set out in Data Protection;

"Data Protection Legislation" means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).

"Data Subject" has the meaning as set out in Data Protection;

"Details" means the details and requirements of a Job as specified in clause 2;

"Hours" the number of hours work involved in a Job (which will not normally be more than eight weeks full time work);

"Identifier" means a unique identifying code and/or login for a Job Poster;

"Job" means a short-term work assignment, with a duration of between 2 hours and three weeks, advertised by the Job Poster on Udrafter's Platforms.

"Payment Method" means a credit card whose details are entered into the Platform by a Job Poster or any other method of payment agreed in writing by Udrafter with a Job Poster.

"Permitted Recipients" means the parties to these Terms, the employees of each party and any third parties engaged to perform obligations in connection with these Terms;

"Personal Data" means the personal data (as defined in Data Protection Legislation in force at the time) of a Student, including (but not limited to) that Student's video CV, name, contact details and payment details;

"Place" the place where the work in carrying out a Job is to be physically carried out;

"Platforms" means either the platforms owned and maintained by Udrafter where the Opportunities are advertised including but not limited to websites and ios or android applications.

"Processor" has the meaning as set out in Data Protection Legislation in force at the time;

"Relevant Requirements" means all laws, statutes, regulations and codes relating to anti-bribery, data protection and privacy;

"Shared Personal Data" means the Personal Data to be shared between the parties under these Terms;

"Student" means any university student who has registered with Udrafter to apply for Jobs;

"Time" the start time (or times) of our Job;

"Vetting" means such vetting and due diligence of a Job Poster as Udrafter (in its absolute discretion) may require (and " Vetted" shall be construed accordingly); and

"Wage" means the total remuneration for a Job to be paid to the Student being the hourly rate as advertised in the Job Description multiplied by the number of hours work actually worked by the Student.

1.2 Any reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all sub-ordinate legislation made under the statute or statutory provision.

1.3 Any words following the phrases including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.4 References to "writing" or "written" includes fax and any non-transitory form of visible reproduction or words and includes electronic mail.

2. JOB POSTING

2.1. Subject to the Job Poster's compliance in full with the Conditions and its Vetting, the Job Poster will be entitled to post details of Jobs on the Platforms.

2.2. Udrafter may operate two-factor identification to confirm the posting of a Job.

2.3. All details ("Details") must:

(a) be lawful in all respects;

(b) not specify or require particular gender, age, race, sexual orientation or physical capability requirements unless permitted by law;

(c) should not use any language that may (in the reasonable opinion of Udrafter) be considered offensive to any individual or group;

(d) be fully clear about the nature of a Job, including any specific or reasonably anticipated hours of work, dress requirements or travel arrangements;

(e) be in respect of an actual and existing Job, and not speculative in nature;

(f) specify the nature of a Job, the Wage the Hours, the Time and the at least the general locality of the Place;

(g) specify a preferred degree or degrees (if any) to which the Job is relevant;

(h) only be posted to a Platform with an Identifier;

(i) not contain any material that is the intellectual property of a third party, or which injures any third party right; and

(j) specify an hourly rate to be paid to a Student for the Job.

2.4. A Job must:

(a) match its Description in all material respects, including (but not limited to) being at the Place and Time; and

(b) not involve more Hours than listed in its Description.

2.5. Udrafter may withdraw, suspend or terminate the listing of a Job and its Description at its discretion.

2.6. A Job Poster may cancel a listing of Details at any time prior to a Student being introduced to the Job Poster for the Job to which these Details relate.

3. VETTING

3.1. Udrafter will carry out such Vetting of a Job Poster as Udrafter considers appropriate.

3.2. A Job Poster will not be permitted to post Details on the Platform if Udrafter (in its sole discretion) considers the Job Poster not to have been satisfactorily vetted.

3.3. Vetting is an ongoing process. The fact a Job Poster has previously posted Details on the Platform does not give any right to post future Details.

3.4. Udrafter will inform a Job Poster if Udrafter withdraws that Job Poster's right to post Details on the Platform. This (at Udrafter's discretion) may be conditional on the Job Poster taking such steps as Udrafter may identify.

3.5. Udrafter shall not be obliged to provide any reason for forming the view that a Job Poster has failed any Vetting.

3.6. A Job Poster will, as a condition of posting Details, provide Udrafter with all information as Udrafter may from time to time request. Failure to provide such information shall be a reason for Udrafter to form the view that the Job Poster has failed Vetting.

3.7. Udrafter may integrate online identification verification software, and other software, into the Platform and require a Job Poster to enter information into such systems for the purposes of Vetting. Clause 11.5 shall apply to such information.

3.8. Compliance with the Community Guidelines shall be a factor in Vetting.

3.9. Any breach of these conditions will be a factor in Vetting.

4. INTRODUCTION OF STUDENTS

4.1. Udrafter, via the Platform, may introduce Students to the Job Poster who wish to carry out a Job. This will include passing the Student's Personal Data to the Job Poster.

4.2. Udrafter deems not to undertake, or make any form of guarantee or assurance that a Student will respond to a Job Poster's listing of Details.

4.3. Personal Data provided by Udrafter pursuant to clause 4.1 will be encrypted.

4.4. Udrafter does not undertake or confirm that a Student is suitable for a Job, or capable of carrying out a Job. Students are engaged by a Job Poster at the sole risk of the Job Poster. The Job Poster should carry out any relevant background checks in connection with a Job. In particular, Udrafter recommends that a Job Poster carry out a Disclosure Check on any Student prior to (or as part of and as a condition of) offering a Job to a Student or a similar check relevant to the Job (such as a bankruptcy search, if relevant).

4.5. It shall be the Job Poster's decision whether or not to offer a Job to a Student. The Personal Data will facilitate that contract by a Job Poster to those Students applying for a Job via the Platform. The offer of a Job must be submitted via the Platform.

4.6. It is the sole responsibility of a Job Poster to satisfy itself that a Student is legally permitted and qualified to carry out a Job including (where relevant) confirming that a Student has any necessary visa, entitlement to work or relevant qualifications or accreditations. While the Student may claim to have these entitlements via the Platform, these details are not confirmed or verified by Udrafter and Udrafter excludes all liability to the Job Poster (to the maximum extent permitted by law) in respect of a Student not having the entitlement, visa, permissions, qualifications, accreditations or other requirements necessary to carry out a Job. The Job Poster hereby undertakes to wholly indemnity and hold harmless Udrafter from and against any liabilities of any kind that Udrafter may incur or suffer as a consequence of the Student not having the same, and this indemnity shall not be capped by any other provision in these Conditions.

5. COMMISSION

5.1. The Job Poster will be liable to pay Commission to Udrafter when it makes an offer of a Job to a Student

5.2. The Commission payable to Udrafter pursuant to clause 5.1 shall be calculated as follows:

(a) for the first 15 Hours to be worked by a Student on a Job, 20% of the Wage for that Student for those Hours;

(b) for any time beyond 15 Hours to be worked by a Student on a Job, 15% of the Wage for that Student for those Hours beyond 15 Hours.

5.3. Payment of Commission will be taken automatically at the point an offer is made to a Student, by charge or deduction from the Payment Method "provided by the Job Poster. Commission will be subject to the addition of Value Added Tax, which will be charged on top of Commission at its prevailing rate. The Job Poster consents to this deduction by Udrafter automatically upon an offer of a Job being made to a Student.

5.4. Subject to clause 5.9, Commission in respect of a Job will be due in full regardless of whether or not a Student whose Personal Data is passed to the Job Poster completes the Job. No credit will be issued in respect of a part-completed Job or a "no-show" of a Student at the Time or Place for a Job. The sole remedy of a Job Poster in such circumstances will be to request a different, replacement, Student to carry out or complete the Job. No Commission will be due in respect of such replacement Student. The terms of clause 6 shall apply in such circumstances.

5.5. Udrafter will issue a receipted VAT invoice for Commission. Commission will be due immediately (taking into account the short term notice of Job) from the Job Poster to Udrafter.

5.6. The Commission payable to Udrafter is in addition to the Wage to be paid to the Student.

5.7. If the Job Poster fails to pay Udrafter the relevant Commission, Udrafter will not be obliged to introduce Job Poster to any Students for any other Job that the Job Poster has advertised on Platforms.

5.8. Commission

5.8.1 is exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question;

5.8.2 shall be paid in full without any deductions (including deductions in respect of taxes, charges and duties).

5.9. Notwithstanding Clauses 5.3 and 5.4 above, where a Job is anticipated to last longer than seven days, only the Commission in respect of the hours of the Job to be undertaken in the first seven days shall be due when the Prospective Student agrees to undertake a Job. Any outstanding amounts of Commission shall be payable in weekly instalments with each instalment falling due at the start of the next seven day period that the Job continues to last for.

5.10. Where a Job is completed by a Student, but the Student completes it in fewer hours than the Job Poster anticipated and advertised, the Job Poster shall not be entitled to a refund of any portion of the Commission.

6. OBLIGATIONS OF THE JOB POSTER

6.1. The Job Poster must at all times act in good faith towards Udrafter and Student.

6.2. The Job Poster shall provide to Udrafter the information that Udrafter reasonably needs or requests to perform its duties either under these Conditions or by operation of law.

6.3. Udrafter shall not be responsible for any expenses incurred by the Job Poster unless such expenses have been agreed by Udrafter in writing (which excludes e-mails), in advance.

6.4. Where the Job Poster successfully engages a Student to undertake a Job, the Job Poster shall at all times be responsible for paying Students any Wages due. At no time shall Udrafter be solely responsible for the payment of Wages to the Students.

6.5. The Job Poster must pay the Wage as set out in the Job Description to the Student as soon as is reasonably practicable after the Student completes the Job. In any event, a Wage must be paid within two working days (not a Saturday, Sunday or bank holiday in the UK) if the day on which a Student finishes a Job (in whole or in part; if a Student works only part of the Hours then they must be paid for the Hours worked).

6.6. The Job Poster must at all times comply with the Community Guidelines.

7. CONFIDENTIALITY

7.1. The Job Poster undertakes that it shall not, at any time during this agreement and for a period of five years after termination of this agreement, disclose to any person any Confidential Information concerning Udrafter except as permitted by Clause 7.2.

7.2. The Job Poster may disclose information that would constitute confidential information if:

7.2.1. it is necessary for the Job Poster to do so to comply with its obligations in these Conditions;

7.2.2. the disclosure is required by law, a court of competent jurisdiction or any governmental or regulatory authority;

7.2.3. it is, or has become, generally available to the public other than as a direct or indirect result of the information being disclosed by the Job Poster; or

7.2.4. it was already lawfully known to the Job Poster before it was disclosed to it.

8. NON PERFORMANCE OF A JOB

8.1. Where the Job Poster becomes aware that a Student engaged will not complete a Job then the Job Poster must inform Udrafter immediately. This may include notification via the Platform from the Student to the Job Poster.

8.2. Once informed by the Job Poster that a Student will not complete a Job, Udrafter will use its reasonable endeavours to provide the Job Poster with the details of another Prospective Student who is willing to complete the Job.

8.3. The Job Poster shall not be entitled to a refund of the Commission paid for an uncompleted Job unless Udrafter are unable to provide another Prospective Student to complete the Job.

8.4. Where Commission is due to be refunded to the Job Poster under Clause 8.3, Udrafter will only be obliged to refund a pro rata portion of Commission relevant to the proportion of hours not completed.

8.5. Where Udrafter provides an alternative Student to complete the Job but the Job Poster does not engage any of them, Udrafter shall not be obliged to refund any amount of Commission to the Job Poster.

8.6. If performance of a Job is no longer required by the Job Poster, regardless of whether a Student has been engaged to complete it, the Job Poster shall be obliged to inform Udrafter, setting out the reasons why performance of the Job is no longer required.

8.7. Where Clause 8.6 above applies, the Job Poster shall be obliged to pay Udrafter commission as though a Student had completed the Job.

8.8. If performance of a Job is no longer required by the Job Poster but the Job Poster had contracted with a Student to undertake the work, then the Job Poster will be liable to pay the Student the Wage as advertised as though the Student had completed the Job.

9. COMPLIANCE

9.1. Each party shall at its own expense comply with all laws and regulations relating to its activities under these Conditions, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

9.2. The Job Poster must comply with Udrafter's "Safe Working Practice Policy", as updated from time to time, and as initials set out in Schedule, Part 1 of these Conditions.

9.3. When applicable, the Job Poster must comply with Udrafter's "Complaints Policy" as updated from time to time and as initials, set out in Schedule, Part 2 of these conditions.

9.4. The Job Poster must comply with Udrafter's "privacy policy", as update from time and as initially set out in Schedule Part 3 of these conditions.

10. ANTI-BRIBERY

10.1. The Job Poster shall comply the Relevant Requirements including the BA 2010;

10.2. Udrafter shall not engage in any activity, practice or conduct outside the UK which would constitute an offence under sections 1, 2 or 6 of the BA 2010 if such activity, practice or conduct had been carried out inside the UK;

10.3. The Job Poster shall have and shall maintain in place throughout the term of these conditions its own policies and procedures, including adequate procedures under the BA 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;

10.4. The Job Poster shall promptly report to the Job Poster any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of these Conditions;

10.5. The Job Poster shall on demand certify to the Supplier in writing signed by an officer of the Introducer, compliance with this Clause 10 by the Job Poster all persons associated with it. The Job Poster shall provide such supporting evidence of compliance as the Udrafter may reasonably request.

11. DATA PROTECTION

11.1. Each party acknowledges that one party (the " Data Discloser") will regularly disclose to the other party (the "Data Recipient") Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall:

11.1.1. ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;

11.1.2. give full information to any data subject whose personal data may be processed under these Terms of the nature such processing. This includes giving notice that, on the termination of these Terms, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;

11.1.3. process the Shared Personal Data only for the Agreed Purposes;

11.1.4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

11.1.5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by these Terms;

11.1.6. ensure that it has in place Appropriate Technical and Organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;

11.1.7. not transfer any personal data obtained from the Data Discloser outside of the European Economic Area.

11.2. Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate these Terms with immediate effect.

11.3. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

11.3.1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

11.3.2. promptly inform the other party about the receipt of any data subject access request;

11.3.3. provide the other party with reasonable assistance in complying with any data subject access request;

11.3.4. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting with and obtaining the consent of the other party;

11.3.5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

11.3.6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

11.3.7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of these Terms unless required by law to store the personal data;

11.3.8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

11.3.9. maintain complete and accurate records and information to demonstrate its compliance with this clause 9.4.9 and allow for audits by the other party or the other party's designated auditor; and

11.3.10. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the procedures to be followed in the event of a data security breach and the regular review of the parties' compliance with the Data Protection Legislation.

11.4. Each party shall indemnify the other against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other party of the Data Protection Legislation by that party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of the indemnifying party under this clause shall be subject to the limits set out in Clause 13.

11.5. Any personal data (as defined in Data Protection Legislation) provided to Udrafter by the Job Poster may be transferred to a processor or sub-processor appointed by Udrafter and notified to the Job Poster (such as, by way of example, Amicus ID). The Job Poster consents to such transfer and sub-processing. The details of the sub-processor will be notified to the Job Poster when inputting such personal data into the Platform, where such personal data may be transferred. That personal data will be held and processed by the third party in accordance with its privacy policy, which will be notified to the Job Poster via the Platform. The purpose of such processing or such processing will be the performance of this contract and a legitimate interest in ensuring the legitimacy of a Job, and its Details and the legitimacy of a Job Poster and the protection of Students: The Job Poster will obtain consent from any subject of such personal data to that personal data being processed as outlined in this clause 11.5 and wholly indemnify and hold harmless Udrafter and its processors or sub-processors from any claim, damages, costs, expenses or liability (including, without limitation, loss of reputation or goodwill) arising from or as a consequence of wrong personal data being inputted or personal data being inputted without the consent of the data subject in question.

11.6. Udrafter reserves the right to monitor, access and review any correspondence between a Job Poster and a Student, or other persons, made or conducted via the Platform. This is for the purpose of monitoring compliance with these Conditions and resolving any disputes, as well as taking any related actions.

12. LIMITATION OF LIABILITY

12.1. Nothing in these Terms shall limit or exclude the liability of either party for:

12.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

12.1.2. fraud or fraudulent misrepresentation or wilful default; or

12.1.3. any matter in respect of which it would be unlawful to exclude or restrict liability.

12.2. Subject to Clause 12.1 above Udrafter shall not under any circumstances whatever be liable to the Job Poster, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, for:

12.2.1. any loss of profit, sales, revenue, or business;

12.2.2. loss of anticipated savings;

12.2.3. loss of or damage to goodwill;

12.2.4. loss of agreements or contracts;

12.2.5. loss of use or corruption of software, data or information;

12.2.6. any loss arising out of the lawful termination of these Terms or any decision not to renew its term, or

12.2.7. any loss that is an indirect or secondary consequence of any act or omission of the party in question.

12.3. The total liability of Udrafter to the Job Poster in respect of all loss damage arising under or in connection with any particular Job whether in contract, delict (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of and any Commission paid (or due) to Udrafter for that Job.

12.4. Udrafter shall not be responsible for the actions of a Student in carrying out a Job.

12.5. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

12.6. Unless the Job Poster notifies Udrafter that it intends to make a claim in respect of an event within the notice period, Udrafter shall have no liability for that event. The notice period for an event shall start on the day on which the Job Poster, or ought reasonably to have become, aware of the event having occurred and shall expire 2 months from that date (or six months after the Job contract). The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

12.7. The Job Poster hereby waives its right to buy any claim against Udrafter in part or in delict or in equity in respect of those conditions or a contract between them in respect of a Job.

13. UDRAFTER NOT EMPLOYER

13.1. Udrafter will not be the employer of a Student in respect of a Job. The Job Poster will be the employer of a Student in respect of a Job.

13.2. Udrafter is providing the Platform as a means of facilitating the introduction of Students to Job Posters. This is a service provided to the Job Poster in return for consideration in the form of Commission.

14. PLATFORM

Udrafter does not guarantee or underwrite that the Platform will be available at any particular time or for any particular period.

15. DISPUTES

Any dispute between a Job Poster and a Student (particularly, but not solely, in respect of payment) should be notified to Udrafter within 48 hours of the Job Poster becoming aware of the dispute. The matter should be reported in accordance with the Community Guidelines. Udrafter will endeavour to resolve the dispute in accordance with the Community Guidelines, but the Job Poster requires that Udrafter is not a party to the dispute.

16. COMMENCEMENT AND DURATION

These Terms shall commence on the date when it has been signed by both parties and shall continue, unless terminated earlier in accordance with Clause 12, until either party gives to the other party 2 week's written notice to terminate.

17. TERMINATION

Udrafter, at its discretion, may terminate these conditions and cease operation of the Platform, free from penalty and without affecting any other right or remedy available to it by giving written notice to the Job Poster (which may be by e-mail).

18. NO AGENCY OR PARTNERSHIP

18.1. Nothing in these Terms 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.

18.2. Each party confirms it is acting in its own behalf and not for the benefit of any other person.

19. ENTIRE AGREEMENT

19.1. These conditions constitute 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 subject matter.

19.2. Each party acknowledges that in entering into these conditions 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 these conditions.

19.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these conditions.

19.4. Nothing in this clause shall limit or exclude any liability for fraud.

19.5. These conditions apply to form a contract between Udrafter and the Job Poster on a "per Job" basis so that there is a separate contract for each Job.

20. VARIATION

No variation of these Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

21. ASSIGNMENT AND OTHER DEALINGS

These conditions are personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these conditions.

22. THIRD PARTIES

22.1. Except as expressly provided elsewhere in these conditions, a person who is not a party to them shall not have any rights under the Contracts (Rights of Third Parties)(Scotland) Act 2017 to enforce any term of these conditions.

22.2. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these conditions are not subject to the consent of any other person.

23. GOVERNING LAW AND JURISDICTION

23.1. These Terms 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 Scotland.

23.2. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).