Revised Terms and Conditions for Locums

Ronda Vet Locums Ltd

Version date: 26 June 2026

 

1. INTRODUCTION AND ACCEPTANCE OF TERMS

1.1 These Terms and Conditions (Terms) govern access to and use of the Ronda Vet Locums Ltd online platform, website, applications, messaging tools, invoicing tools and related technology services (Platform) by veterinary professionals seeking to identify, communicate with and accept engagements with veterinary practices.

1.2 The Platform is operated by Ronda Vet Locums Ltd, a company registered in England and Wales with company number 16317397 and registered office at 1 Kings Avenue, London, United Kingdom, N21 3NA (Ronda, we, us or our).

1.3 By creating an account, accessing or using the Platform, applying for an Engagement, accepting a booking, submitting an invoice through the Platform or otherwise using the Platform, the Locum agrees to be bound by these Terms.

1.4 If the Locum is using the Platform on behalf of a company, partnership or other entity, the individual accepting these Terms warrants that they have full authority to bind that entity to these Terms.

1.5 If the Locum does not agree to these Terms, the Locum must not access or use the Platform.

1.6 Ronda provides technology services only. The Platform enables Locums and Practices to identify each other, communicate, arrange bookings and, where available, generate and submit invoices. Ronda does not employ, engage, supply, place, select, recommend, supervise, direct or control Locums, and does not act as an employment agency, employment business, recruitment agency, hirer, employer, engager, fee-payer, payroll provider, agent or representative of any Locum or Practice.

1.7 The Locum acknowledges that any engagement, booking, contract or working arrangement with a Practice is entered into directly between the Locum and the Practice. Ronda is not a party to any such arrangement and has no responsibility for the negotiation, performance, supervision, payment, tax treatment, employment status or termination of any Engagement between the Locum and a Practice.

1.8 Nothing in these Terms requires Ronda to undertake any activity that would constitute acting as an employment agency or employment business, and the Locum shall not represent to any Practice or third party that Ronda acts in that capacity.

 

2. DEFINITIONS AND INTERPRETATION

2.1 In these Terms, the following definitions apply:

Account means the Locum’s account on the Platform.

Applicable Law means all applicable laws, statutes, regulations, regulatory guidance, codes of practice and legally binding requirements in force from time to time in England and Wales or any other applicable jurisdiction.

Business Day means a day other than a Saturday, Sunday or public holiday in England.

Confidential Information means all information relating to Ronda, the Platform, Practices, Users, pricing, technology, business methods, data, know-how, Platform processes, Reliability Rates and any other information which is marked confidential or which would reasonably be understood to be confidential.

Declared Pre-Existing Practice Relationship means a Practice with whom the Locum had a genuine documented working relationship before first connecting with that Practice through the Platform and which has been declared to Ronda through the Platform’s Bring Your Own Locums (BYOL) feature, Own Locum Pool, Favourites or equivalent onboarding process at the point of adding that Practice to the Locum’s Account or at such other time as Ronda permits.

Engagement means any shift, booking, assignment, work arrangement or other professional services arrangement agreed directly between a Locum and a Practice, whether short-term, fixed-term, permanent, temporary, consultancy-based, self-employed or otherwise.

Fees means any fees payable by a Practice to Ronda under Ronda’s terms with Practices. Ronda does not charge Locums a fee to apply for Engagements or to use the Platform’s invoicing tools, unless otherwise expressly notified and permitted by Applicable Law.

Gross Annual Remuneration means the Locum’s gross annual basic salary or, where higher, the total anticipated gross remuneration for the first 12 months of engagement, including guaranteed bonuses, allowances, commission, overtime, shift payments and other contractual payments, but excluding discretionary benefits unless otherwise agreed in writing.

Introduced Practice means any Practice whose identity, profile, contact details, Engagement, communications or other information is made available to the Locum through the Platform, excluding a Practice that is validly recorded as a Declared Pre-Existing Practice Relationship.

Locum, you or your means the veterinary surgeon, veterinary nurse or other veterinary professional, or any company, partnership or other entity through which that individual provides veterinary services, accessing or using the Platform.

Own Locum Pool means the private group of veterinary professionals invited by a Practice through the Bring Your Own Locums feature and accepted by Ronda as having a genuine pre-existing working relationship with that Practice established independently of the Platform.

Placement means one or more shifts or Engagements confirmed between a Practice and a Locum through the Platform.

Platform has the meaning given in clause 1.1.

Practice means a veterinary practice, veterinary business, veterinary hospital, clinic, branch, group company or related business using the Platform to identify, communicate with or book Locums.

Practice Locum Team means, in relation to a Practice, the team comprising that Practice’s Own Locum Pool together with any Introduced Locums that the Practice has added to the team, in each case as recorded on the Platform.

Private Window means the period selected by a Practice during which a posted shift is visible only to that Practice’s Own Locum Pool before becoming visible to the Wider Network.

RCVS means the Royal College of Veterinary Surgeons.

Reliability Rate means the score assigned by Ronda to a Locum or Practice reflecting historical reliability and cancellation conduct on the Platform, calculated in accordance with clause 10 and any Platform policy notified from time to time.

Services means the veterinary, nursing, clinical, professional or related services provided by the Locum to a Practice under an Engagement.

Shift Rate means the amount payable by the Practice to the Locum for a shift, calculated by reference to the agreed hourly, daily or sessional rate multiplied by the agreed hours, days or duration for that shift, excluding VAT and excluding any mileage, accommodation or other expenses agreed directly between the Practice and the Locum.

User means any Locum, Practice or other person who accesses or uses the Platform.

VAT means value added tax chargeable under the Value Added Tax Act 1994 and any similar or replacement tax.

Wider Network means verified Locums registered on the Platform who are not members of the relevant Practice’s Own Locum Pool.

2.2 References to statutes or statutory provisions include those statutes or provisions as amended, extended, re-enacted or replaced from time to time.

2.3 References to including, includes or in particular are illustrative and do not limit the generality of the preceding words.

2.4 References to writing include email and electronic notifications sent through the Platform.

2.5 If there is any conflict between these Terms and any Platform policy, these Terms prevail unless the Platform policy expressly states that it overrides a specified provision of these Terms.

 

3. ACCOUNT AND PLATFORM ACCESS

3.1 To access and use the Platform, the Locum must create an Account and provide accurate, complete and up-to-date information.

3.2 The Locum must promptly update Account information if any details become inaccurate, incomplete or out of date.

3.3 The Locum is responsible for maintaining the confidentiality and security of login credentials and for all activity carried out through the Account.

3.4 The Locum must not share login credentials with any other person or permit any other person to access the Platform through the Locum’s Account.

3.5 The Locum must immediately notify Ronda at contact@ronda.vet if the Locum becomes aware of any unauthorised access, suspected security breach, misuse of the Account or compromise of login credentials.

3.6 Ronda may refuse registration, suspend access, restrict functionality or cancel any Account where Ronda reasonably considers that:

a) the Locum has breached these Terms;

b) the Account information is inaccurate, incomplete or misleading;

c) the Account poses a security, compliance, reputational or operational risk;

d) the Locum does not meet verification, professional, registration or insurance requirements;

e) the Account is being used by or for a recruitment agency, employment agency, employment business or recruiter; or

f) continued use of the Platform may prejudice Ronda, Practices, Users or the integrity of the Platform.

3.7 Recruiters, recruitment agencies, employment agencies and employment businesses are strictly prohibited from using the Platform without Ronda’s prior written consent.

 

4. RONDA’S ROLE AND PLATFORM SERVICES

4.1 Ronda provides the Platform to enable Locums and Practices to identify each other, communicate and arrange Engagements.

4.2 Ronda may provide Platform features including profile creation, Engagement listings, messaging tools, booking tools, reliability information, review tools and invoicing tools.

4.3 Ronda does not select, shortlist, recommend, rank, supply or place Locums for Practices.

4.4 Ronda does not guarantee that any Practice will post Engagements, contact the Locum, accept an application, confirm a booking, provide work, pay any minimum amount or offer any minimum level of income.

4.5 Ronda does not guarantee the suitability, solvency, conduct, reliability, safety, working environment, payment practices or legal compliance of any Practice.

4.6 Ronda may carry out identity verification, right to work checks, RCVS registration checks and other checks in accordance with its internal procedures. These checks are provided to support Platform integrity only and do not make Ronda responsible for employing, engaging, supplying, supervising or controlling the Locum.

4.7 Ronda does not warrant that any information relating to a Practice, Engagement or User remains accurate, complete or current after the date on which it was checked or provided.

 

5. LOCUM OBLIGATIONS AND CONDUCT

5.1 The Locum shall use the Platform in accordance with these Terms, Applicable Law and all reasonable instructions, policies and technical requirements notified by Ronda from time to time.

5.2 The Locum shall:

a) provide accurate, complete, lawful, current and non-misleading information on the Platform;

b) maintain all qualifications, registrations, authorisations, insurance and professional standing required to provide the Services;

c) perform Services with reasonable care, skill and diligence and in accordance with applicable professional standards;

d) comply with Applicable Law, RCVS requirements and any applicable professional codes of conduct;

e) treat Practices, Practice staff, clients, animal owners, patients and other Users with respect and professionalism;

f) comply with health and safety requirements notified by the Practice and report any material risks or incidents promptly;

g) attend confirmed Engagements on time and perform the agreed Services unless prevented by circumstances outside the Locum’s reasonable control;

h) maintain accurate records of Engagements, hours worked, invoices, payments, cancellations and relevant communications;

i) comply with the non-circumvention obligations in clause 15;

j) comply with the employment status, tax and IR35 obligations in clause 7;

k) comply with all data protection obligations in clause 18; and

l) promptly notify Ronda of any matter that may affect the Locum’s eligibility, registration, insurance, right to work or ability to provide Services.

5.3 The Locum shall not:

a) use the Platform for any unlawful, fraudulent, misleading, discriminatory or abusive purpose;

b) post or transmit any false, inaccurate, misleading, defamatory, obscene, offensive, discriminatory or unlawful content;

c) harass, intimidate, abuse, exploit or harm any Practice, Practice staff member, animal owner, client or User;

d) scrape, harvest, copy, download or extract data from the Platform other than as expressly permitted by Ronda;

e) use automated systems, bots, crawlers, scripts or similar tools to access the Platform;

f) reverse engineer, decompile, disassemble, copy, modify or create derivative works from the Platform;

g) introduce viruses, malware or harmful code;

h) attempt to gain unauthorised access to the Platform, other accounts, systems or networks;

i) use Practice information obtained through the Platform for any purpose other than arranging and managing lawful Engagements through the Platform;

j) share Practice personal data or confidential information with any third party except as permitted by these Terms and Applicable Law;

k) use the Platform to establish, operate or support a competing platform, marketplace, recruitment service or locum booking service;

l) represent that Ronda employs, engages, supplies, endorses, supervises or controls the Locum; or

m) arrange or attempt to arrange off-platform Engagements in breach of clause 15.

 

6. QUALIFICATIONS, PROFESSIONAL STANDARDS AND INSURANCE

6.1 The Locum shall maintain and, upon request, provide evidence of:

a) valid and current RCVS registration, where required for the Services;

b) relevant qualifications and professional experience;

c) right to work or right to provide Services in the United Kingdom, where applicable;

d) professional indemnity insurance, including VDS cover or equivalent cover where appropriate;

e) any other licence, certificate, training, insurance or authorisation reasonably required for the Services.

6.2 The Locum shall ensure that any information provided about qualifications, experience, professional standing, insurance, availability and rates is accurate, complete and not misleading.

6.3 The Locum shall comply with the RCVS Code of Professional Conduct and any other applicable professional standards.

6.4 The Locum shall not accept an Engagement unless satisfied that the Locum has the necessary qualifications, competence, registration, insurance and capacity to perform the Services.

6.5 If the Locum provides Services through a limited company, partnership or other entity, the individual who attends and performs the Services must be the individual approved through the Platform unless the Practice and Ronda have given prior written approval for any substitute or replacement.

6.6 The Locum may provide a suitably qualified substitute or replacement to perform the Services. The Locum shall notify the Practice and Ronda through the Platform before doing so. The Practice’s prior agreement is not required, provided the substitute holds the necessary qualifications, registration and insurance.

 

7. STATUS, TAX AND IR35

7.1 The Locum’s relationship with Ronda is solely as an Account holder with access to Platform services. No employment, worker, partnership, agency, joint venture, fiduciary or representative relationship is created between Ronda and the Locum by these Terms.

7.2 The Locum acknowledges that Ronda is not the Locum’s employer, hirer, engager, fee-payer, payroll provider, agent or representative.

7.3 The Locum is solely responsible for determining and managing the Locum’s own tax affairs, business structure, employment status, worker status, VAT position, National Insurance obligations, professional expenses and accounting records.

7.4 The Locum acknowledges that responsibility for assessing and determining employment status for the purposes of the off-payroll working rules, commonly known as IR35, may rest with the Practice engaging the Locum where Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 applies.

7.5 The Locum shall cooperate reasonably with any status assessment, Status Determination Statement or related information request issued by a Practice in connection with an Engagement.

7.6 Ronda does not provide tax, employment status, worker status, payroll, IR35 or off-payroll working advice and has no responsibility for any tax, National Insurance, PAYE, penalty, interest, employment claim, worker status claim, holiday pay claim, pension claim or similar liability arising from any Engagement.

7.7 The Locum acknowledges that Platform records, including bookings, invoices, communications, reviews and payment-related information, may be relevant to HMRC, regulatory enquiries, tax enquiries, employment status enquiries or legal proceedings.

7.8 Where the Practice issues a Status Determination Statement in respect of an Engagement, the Locum has the right to challenge that determination in writing to the Practice within 45 days of receiving it. The Practice is required to respond within 45 days of receiving a challenge, either confirming the original determination with reasons or issuing a revised Status Determination Statement. Ronda is not a party to any such challenge or determination.

7.9 Platform records, including booking confirmations, shift records, invoices, communications and payment information, are maintained by Ronda for its own operational and legal purposes. Ronda will only disclose such records to HMRC or any other third party where required to do so by law, court order or regulatory obligation, or as otherwise set out in Ronda’s Privacy Policy.

 

8. ENGAGEMENTS, BOOKINGS AND COMMUNICATIONS

8.1 The Platform may enable the Locum to view Engagements, submit availability, communicate with Practices and accept or decline bookings.

8.2 The Locum is solely responsible for reviewing each Engagement, including location, date, time, duration, rate, clinical requirements, facilities, equipment, travel requirements, health and safety information and any other relevant working arrangements before applying for or accepting the Engagement.

8.3 All communications and negotiations regarding rates, schedule, duties, payment, expenses, working arrangements and other terms of any Engagement shall be conducted directly between the Locum and the Practice through the Platform. The Locum shall not conduct such communications or negotiations outside the Platform in order to circumvent the Platform.

8.4 The Locum is solely responsible for deciding whether to apply for, accept, continue, cancel or terminate any Engagement with a Practice.

8.5 Ronda is not responsible for the terms agreed between the Locum and the Practice and does not guarantee the performance of any Engagement by either party.

8.6 The Locum shall ensure that any rate variations, overtime, expenses or other changes agreed with a Practice are clearly recorded through the Platform.

8.7 Where a Practice has added the Locum to its Practice Locum Team:

a) the Locum may receive priority visibility of that Practice’s shifts and may communicate with that Practice through the Platform’s chat at any time; and

b) where the Locum is a member of the Practice Locum Team as an Introduced Locum (and not by reason of a Declared Pre-Existing Practice Relationship), all shifts with that Practice must still be posted by the Practice and accepted by the Locum through the Platform, even where first discussed through the Platform’s chat, and the non-circumvention obligations in clause 15 continue to apply. Failure to book such shifts through the Platform is a breach of these Terms and may result in the consequences set out in clause 15.6.

 

9. CANCELLATIONS, NO-SHOWS AND DISPUTES

9.1 The Locum must provide as much notice as reasonably practicable of any cancellation of a confirmed Engagement.

9.2 Cancellations may affect the Locum’s Reliability Rate, with greater weighting applied to late, repeated or avoidable cancellations.

9.3 Cancellations caused by circumstances outside the Locum’s reasonable control may, at Ronda’s discretion, be excluded from the Reliability Rate calculation where the Locum provides reasonable independent documentary evidence.

9.4 If the Locum is unable to attend a confirmed Engagement due to illness, emergency, travel disruption or other circumstances outside the Locum’s reasonable control, the Locum shall notify the Practice and Ronda promptly through the Platform or by email to contact@ronda.vet.

9.5 If a Practice cancels a confirmed Engagement, the Locum may be entitled to any cancellation payment agreed directly with the Practice or otherwise applicable under the terms agreed between the Locum and the Practice. Ronda is not liable for any such cancellation payment.

9.6 In the event of a dispute between the Locum and a Practice, the Locum shall first attempt to resolve the dispute directly with the Practice.

9.7 Ronda may, but is not obliged to, assist with communications or provide informal support in relation to a dispute. Ronda shall not be required to mediate, adjudicate or determine any dispute between the Locum and a Practice.

9.8 Ronda’s involvement in any dispute shall not make Ronda a party to the Engagement or responsible for the acts, omissions, payment obligations or liabilities of either the Locum or the Practice.

 

10. RELIABILITY RATE

10.1 Ronda operates a Reliability Rate system for Locums and Practices to promote accountability, support informed decision-making and maintain Platform integrity.

10.2 A Locum’s Reliability Rate is calculated by Ronda by reference to the Locum’s cancellation history, including the frequency, timing and circumstances of cancellations.

10.3 Practice Reliability Rates are calculated by Ronda by reference to Practice cancellation history, including the frequency, timing and circumstances of cancellations.

10.4 Ronda may display the Locum’s Reliability Rate to Practices and may display Practice Reliability Rates to Locums.

10.5 Ronda may display aggregate, summary or contextual reliability information where Ronda considers this appropriate for Platform integrity or User decision-making.

10.6 Ronda will take reasonable steps to ensure that Reliability Rate information displayed on the Platform is accurate, fair and not misleading.

10.7 Where the Locum’s Reliability Rate falls below thresholds determined by Ronda from time to time, Ronda may:

a) reduce the visibility of the Locum’s profile;

b) restrict the Locum’s ability to apply for Engagements or accept bookings;

c) restrict access to Platform features;

d) require the Locum to take remedial steps;

e) suspend the Locum’s Account; or

f) terminate the Locum’s Account.

10.8 Ronda will endeavour to notify the Locum and provide a reasonable opportunity to address contributing factors before imposing restrictions, except where Ronda considers that immediate action is justified by material breach, repeated cancellations, safety concerns, misuse of the Platform, professional concerns or risk to Platform integrity.

10.9 A Locum may request a review of the Locum’s Reliability Rate by contacting contact@ronda.vet. Ronda will acknowledge receipt within two Business Days and consider the request in good faith. Ronda’s decision following review shall be final.

10.10 Ronda may update the methodology, weighting and thresholds used to calculate Reliability Rates from time to time. Material changes will be notified to Locums through the Platform or by email.

 

11. REVIEWS AND FEEDBACK

11.1 The Locum may submit a review of a Practice within 6 weeks following completion of an Engagement.

11.2 Reviews will become visible at the earlier of:

a) the time both the Locum and the Practice have submitted their reviews; and

b) six weeks after completion of the relevant Engagement.

11.3 The Locum shall ensure that all reviews are honest, fair, accurate, constructive and based on genuine experience.

11.4 Reviews must not contain defamatory, discriminatory, abusive, offensive, confidential, clinically sensitive, excessive personal data or otherwise unlawful content.

11.5 Ronda may moderate, remove, edit, refuse to publish or disable access to any review where Ronda reasonably considers that the review breaches these Terms, Applicable Law or Platform standards.

11.6 The Locum grants Ronda a perpetual, worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, display, publish and adapt reviews submitted by the Locum for Platform, operational, quality assurance and business purposes.

11.7 The Locum shall indemnify Ronda against all losses, claims, liabilities, costs and expenses arising from any review or content submitted by the Locum.

11.8 Ronda does not endorse reviews and is not responsible for User-generated review content except to the extent required by Applicable Law.

 

12. FEES, INVOICING AND PAYMENT BY PRACTICES

12.1 Locum rates, fees, expenses, overtime and payment terms are agreed directly between the Locum and the Practice through the Platform.

12.2 Ronda does not charge Locums any fee for using the Platform to apply for Engagements or to generate and submit invoices, unless otherwise expressly notified and permitted by Applicable Law.

12.3 Where the Platform’s invoicing tools are available, the Locum may generate and submit an invoice to the Practice through the Platform following completion of an Engagement.

12.4 Any invoice generated through the Platform may be pre-populated based on the agreed rate and booking information. The Locum is responsible for checking that the invoice accurately reflects the Services provided, hours worked, expenses, VAT, overtime and any rate variations agreed with the Practice.

12.5 The Locum is responsible for ensuring that invoices comply with Applicable Law, tax requirements and VAT requirements where applicable.

12.6 Ronda is not a party to any invoice issued by the Locum to a Practice and does not act as payer, fee-payer, payroll provider, collection agent or payment guarantor.

12.7 The Practice is solely responsible for paying the Locum for Services provided under an Engagement.

12.8 Ronda does not guarantee payment by any Practice and shall not be liable for any failure by a Practice to pay amounts owed to the Locum.

12.9 Where an invoice is submitted through the Platform, Ronda may use reasonable endeavours to assist with unpaid invoice communications where a Practice fails to pay within agreed payment terms.

12.10 Any invoice recovery support provided by Ronda is limited to reasonable chasing efforts, facilitating communication, providing available Platform records and drawing both parties’ attention to agreed booking details.

12.11 Ronda will not adjudicate on the merits of any invoice dispute and cannot compel a Practice to make or withhold payment.

12.12 Ronda is not obliged to assist in the recovery of invoices submitted to Practices outside the Platform, including where the invoice relates to an Engagement arranged through the Platform but invoiced by other means.

12.13 The Locum is responsible for retaining the Locum’s own records of hours worked, Services performed, agreed rates, overtime, expenses, invoices and payments.

12.14 Nothing in this clause limits the Locum’s right to pursue unpaid amounts directly against a Practice through any lawful route available to the Locum.

 

13. PERMANENT ENGAGEMENTS AND SUCCESS BONUS

13.1 If an Engagement or introduction through the Platform results in the Locum entering into a permanent paid engagement with an Introduced Practice outside the Platform within 12 months after the later of:

a) the date on which the Introduced Practice was first introduced to the Locum through the Platform; and

b) the most recent date on which the Locum performed or was booked to perform a shift for that Introduced Practice through the Platform,

the Locum must notify Ronda in writing within seven days after signing or agreeing the relevant contract or arrangement.

13.2 Subject to clauses 13.3 and 13.4, where the Locum enters into a permanent or fixed-term employment contract with an Introduced Practice, Ronda will pay the Locum a one-time success bonus of £300.

13.3 The success bonus is conditional on:

a) the Locum notifying Ronda within the period set out in clause 13.1;

b) Ronda verifying the placement;

c) the relevant Practice confirming the placement where reasonably required;

d) the placement not arising from a Declared Pre-Existing Practice Relationship; and

e) the Locum not being in breach of these Terms.

13.4 The success bonus shall be payable within 30 days after Ronda has verified the placement and received any corresponding undisputed conversion fee payable by the Practice to Ronda, unless Ronda agrees otherwise in writing.

13.5 No success bonus is payable where the Practice is a Declared Pre-Existing Practice Relationship, where the Engagement arises through a valid Own Locum Pool arrangement, or where the arrangement has been made in breach of clause 15.

 

14. OWN LOCUM POOL, BYOL AND PRE-EXISTING PRACTICE RELATIONSHIPS

14.1 The Platform may allow a Practice (and, where applicable, the Locum) to record Declared Pre-Existing Practice Relationships through the Bring Your Own Locums (BYOL) feature, Own Locum Pool, Favourites or equivalent features.

14.2 A relationship will only be treated as a Declared Pre-Existing Practice Relationship if it is declared through the relevant Platform process and accepted or recorded by Ronda.

14.3 The Locum shall only declare a Practice as a Declared Pre-Existing Practice Relationship where the Locum had a genuine working relationship with that Practice before first identifying, contacting or engaging with that Practice through the Platform.

14.4 The Locum must not declare a Practice as pre-existing where the relationship was first established through the Platform, the Wider Network, a Platform booking, a Platform message or a Platform introduction.

14.5 Ronda may request reasonable evidence of a Declared Pre-Existing Practice Relationship, including previous invoices, booking records, correspondence or other documentation.

14.6 Ronda may reject, suspend or remove any Declared Pre-Existing Practice Relationship where Ronda reasonably considers that the relationship does not meet the relevant eligibility criteria or has been declared to avoid Platform Fees, conversion fees or non-circumvention obligations.

14.8 Nothing in these Terms prevents the Locum from continuing to work with a genuine Declared Pre-Existing Practice Relationship, subject to compliance with these Terms and any Platform requirements.

 

15. NON-CIRCUMVENTION AND DIRECT PRACTICE CONTACT

15.1 This clause applies to Introduced Practices. It does not apply to Declared Pre-Existing Practice Relationships, except where a relationship has been incorrectly declared or used to circumvent the Platform.

15.2 The Locum shall not, during the period of 12 months from the later of:

a) the date on which the Practice was first introduced to the Locum through the Platform; and

b) the most recent date on which the Locum performed or was booked to perform a shift for that Practice through the Platform,

directly or indirectly engage, accept work from, contract with, solicit, induce, encourage or facilitate an engagement with that Practice outside the Platform without Ronda’s prior written consent.

15.3 Clause 15.2 applies whether the engagement is arranged directly or indirectly, including through a company, personal service company, partnership, agency, intermediary, associated undertaking, group company or any other arrangement.

15.4 If an Introduced Practice contacts the Locum directly to arrange work outside the Platform during the period set out in clause 15.2, the Locum must notify Ronda immediately, and in any event within 2 Business Days. Failure to notify under this clause is a breach of clause 15 and may result in the consequences set out in clause 15.6.

15.5 The Locum shall not use Practice contact details, communications, booking information or other information obtained through the Platform to circumvent the Platform.

15.6 Breach of this clause may result in suspension or termination of the Locum’s Account, removal from the Platform, loss of eligibility for any success bonus and any other remedies available to Ronda.

15.7 The Locum shall cooperate reasonably with Ronda in verifying compliance with this clause.

 

16. CONFIDENTIALITY

16.1 The Locum shall keep Confidential Information confidential and shall not disclose it to any third party without Ronda’s or the relevant Practice’s prior written consent, except as expressly permitted by these Terms or required by law.

16.2 The Locum shall not use Confidential Information for any purpose other than lawful use of the Platform and performance of Engagements in accordance with these Terms.

16.3 Confidential Information includes:

a) non-public information relating to Ronda, the Platform and Platform processes;

b) Practice business information, pricing, staffing, systems, procedures and commercial information;

c) client, animal owner and patient information;

d) clinical records, treatment plans and case information;

e) Practice contact details, rates, bookings, communications, reviews and Reliability Rates obtained through the Platform.

16.4 The Locum shall not use or disclose Confidential Information for off-platform engagement, solicitation, marketing, database creation or any purpose that circumvents the Platform.

16.5 The confidentiality obligations in this clause do not apply to information that the Locum can demonstrate:

a) is or becomes public other than through breach of these Terms;

b) was lawfully known to the Locum before disclosure through the Platform or the relevant Engagement;

c) is lawfully received from a third party without restriction; or

d) is independently developed without use of Confidential Information.

16.6 The obligations in this clause shall survive termination.

 

17. INTELLECTUAL PROPERTY RIGHTS

17.1 All intellectual property rights in the Platform, including software, source code, object code, databases, algorithms, designs, text, graphics, logos, trade marks, layouts, interfaces, workflows, business processes and content, are owned by Ronda or its licensors.

17.2 Subject to compliance with these Terms, Ronda grants the Locum a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform solely for the purpose of identifying, communicating with and arranging Engagements with Practices through the Platform.

17.3 The Locum shall not copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, scrape, extract, commercialise, resell, licence, distribute or otherwise exploit any part of the Platform except as expressly permitted by these Terms.

17.4 The Locum shall not remove, obscure or alter any copyright notice, trade mark notice or proprietary rights notice appearing on or within the Platform.

17.5 Any feedback, suggestions, ideas or recommendations provided by the Locum relating to the Platform may be used by Ronda without restriction or payment.

 

18. DATA PROTECTION AND PRIVACY

18.1 Each party shall comply with all applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.

18.2 Ronda will process personal data in accordance with its Privacy Policy, as updated from time to time.

18.3 Where the Locum receives or processes personal data in connection with an Engagement, including Practice staff data, client data, animal owner data or clinical information, the Locum shall process that personal data only for the purposes of performing the relevant Engagement and complying with Applicable Law.

18.4 The Locum shall not use personal data obtained through the Platform or during an Engagement for marketing, off-platform solicitation, database building, sale, sharing with third parties or any purpose incompatible with these Terms.

18.5 The Locum shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction or damage.

18.6 The Locum shall promptly notify Ronda and, where relevant, the Practice if the Locum becomes aware of any personal data breach affecting personal data obtained through the Platform or during an Engagement.

18.7 The Locum shall provide reasonable assistance to Ronda or a Practice in responding to data subject requests, regulatory enquiries or complaints relating to personal data processed in connection with the Platform or an Engagement.

18.8 The Locum shall not transfer personal data obtained through the Platform or during an Engagement outside the United Kingdom except in compliance with applicable data protection laws.

18.9 The Locum shall not upload or transmit special category personal data, criminal offence data, animal clinical records, client records or other sensitive information through the Platform unless strictly necessary and lawful.

18.10 Ronda may monitor, record, review and analyse Platform communications, messages and interactions where lawful and proportionate for the following purposes:

a) verifying compliance with these Terms;

b) preventing circumvention, fraud, misuse and unlawful activity;

c) protecting the safety, wellbeing and professional conduct of Users;

d) resolving disputes;

e) maintaining Platform security and integrity;

f) improving Platform performance, quality and user experience; and

g) complying with legal or regulatory obligations.

18.11 Communications data will be processed in accordance with Ronda’s Privacy Policy and retained only for as long as necessary for the relevant purposes or as required by law.

18.12 The Locum shall not use the Platform’s communications tools to share personal data beyond what is necessary for arranging and managing Engagements.

18.13 On termination, the Locum shall delete or securely destroy Practice personal data obtained through the Platform unless retention is required by law or reasonably necessary for accounting, tax, professional, regulatory or dispute purposes.

 

19. DISCLAIMERS AND LIMITATION OF LIABILITY

19.1 The Platform is provided on an “as is” and “as available” basis.

19.2 Ronda will use reasonable endeavours to maintain Platform availability but does not guarantee uninterrupted, secure, error-free or virus-free access.

19.3 Ronda may suspend, restrict or interrupt access to the Platform for maintenance, updates, repairs, security, compliance or operational reasons.

19.4 Ronda does not warrant that:

a) the Platform will meet the Locum’s requirements;

b) any Practice will be available, suitable, solvent or willing to offer an Engagement;

c) any Engagement will proceed, continue or be performed as expected;

d) any Practice will pay the Locum;

e) any information provided by a Practice is complete, accurate or current; or

f) the Platform will generate any particular income, work opportunity or commercial outcome.

19.5 The Locum is solely responsible for conducting the Locum’s own checks and due diligence on each Practice and each Engagement before accepting a booking.

19.6 Ronda shall not be liable for the acts, omissions, negligence, misconduct, cancellation, non-payment, working environment, clinical arrangements, health and safety arrangements, breach of duty or default of any Practice, except to the extent that any loss is directly caused by Ronda’s own fraud, negligence, wilful misconduct or breach of these Terms.

19.7 Ronda shall not be liable for any determination of employment status, worker status, tax status, IR35 status or off-payroll working status relating to any Locum or Engagement.

19.8 Ronda shall not be liable for any tax, PAYE, National Insurance, penalty, interest, holiday pay, pension, employment rights, worker rights or other liability arising from any Engagement between the Locum and a Practice.

19.9 Nothing in these Terms limits or excludes liability for:

a) death or personal injury caused by negligence;

b) fraud or fraudulent misrepresentation; or

c) any liability that cannot lawfully be limited or excluded.

19.10 Subject to clause 19.9, Ronda shall not be liable for:

a) loss of profits;

b) loss of revenue;

c) loss of business;

d) loss of anticipated savings;

e) loss of goodwill or reputation;

f) loss or corruption of data;

g) indirect or consequential loss;

h) wasted management time;

i) loss arising from Platform downtime or unavailability;

j) loss arising from any act or omission of a Practice, Locum, User or third party; or

k) non-payment by a Practice.

19.11 Subject to clause 19.9, Ronda’s total aggregate liability to the Locum arising out of or in connection with these Terms, the Platform or any Engagement, whether in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed the total amount actually retained by Ronda in respect of the booking or bookings to which the claim relates. Where Ronda has received no financial benefit in respect of the relevant booking, Ronda shall have no liability to compensate the Locum.

19.12 The limitations and exclusions in this clause 19 apply to the fullest extent permitted by law and shall survive termination of these Terms.

 

20. INDEMNITY

20.1 The Locum shall indemnify Ronda, its affiliates, officers, directors, employees, contractors, agents, licensors and service providers against all losses, liabilities, damages, claims, demands, proceedings, fines, penalties, interest, costs and expenses, including reasonable legal costs, arising out of or in connection with:

a) the Locum’s breach of these Terms;

b) the Locum’s breach of Applicable Law;

c) the Locum’s use or misuse of the Platform;

d) any content, posting, message, review, invoice or information submitted by the Locum;

e) any claim by a Practice arising from the Locum’s acts, omissions, Services, professional performance, attendance, conduct or Engagement terms;

f) any dispute between the Locum and a Practice;

g) any employment status, worker status, tax status, IR35, PAYE, National Insurance, holiday pay, pension, employment rights, worker rights or off-payroll working claim relating to any Engagement;

h) any breach of data protection law by the Locum;

i) any breach of confidentiality by the Locum;

j) any off-platform engagement or attempted circumvention of the Platform;

k) any breach of the Declared Pre-Existing Practice Relationship requirements; and

l) any allegation that information provided by the Locum was inaccurate, incomplete, misleading or unlawful.

20.2 Ronda may control the defence and settlement of any claim covered by this indemnity. The Locum shall provide reasonable assistance and shall not settle any such claim without Ronda’s prior written consent.

 

21. ACCOUNT SUSPENSION AND TERMINATION

21.1 The Locum may stop using the Platform at any time, subject to compliance with any surviving obligations.

21.2 Ronda may suspend, restrict or terminate the Locum’s Account immediately by notice if:

a) the Locum breaches these Terms;

b) Ronda reasonably suspects misuse, fraud, circumvention or unlawful activity;

c) the Locum breaches the non-circumvention or Declared Pre-Existing Practice Relationship provisions;

d) the Locum uses the Platform in a manner that may harm Ronda, Practices, Users or Platform integrity;

e) the Locum fails to maintain required qualifications, registration, right to work, insurance or professional standards;

f) Ronda receives serious or repeated complaints about the Locum’s performance, attendance, communication or conduct;

g) Ronda reasonably considers that the Locum may present a professional, clinical, safety, regulatory, reputational or legal risk;

h) the Locum becomes insolvent, unable to pay debts or subject to insolvency proceedings;

i) Ronda is required to do so by law or regulatory requirement; or

j) Ronda decides to discontinue the Platform or any relevant part of it.

21.3 Ronda may terminate or suspend the Locum’s Account for convenience on not less than 7 days’ written notice.

21.4 Upon termination, the Locum’s right to access and use the Platform shall cease immediately.

21.5 Termination shall not affect any accrued rights, remedies, obligations or liabilities existing at the date of termination.

21.6 The following provisions shall survive termination:

a) payment, invoice and record-keeping obligations;

b) non-circumvention obligations;

c) confidentiality obligations;

d) data protection obligations;

e) intellectual property provisions;

f) liability limitations;

g) indemnities;

h) governing law and jurisdiction;

i) dispute and recovery cost provisions; and

j) any other provision which by its nature is intended to survive termination.

 

22. DATA RETENTION AND ACCOUNT CLOSURE

22.1 Upon closure, suspension or termination of the Locum’s Account, Ronda may retain records associated with the Account for six years, including invoices generated through the Platform, records of completed Engagements, reviews submitted by or about the Locum, Platform communications, verification records and declarations relevant to tax, professional, legal or compliance matters.

22.2 Data not subject to a legal, regulatory, tax, accounting, professional, compliance or dispute-related retention reason will be deleted or anonymised within 30 days of Account closure.

22.3 The Locum may request a copy of personal data by contacting contact@ronda.vet.

22.4 Account closure does not affect obligations or liabilities that arose before closure, including confidentiality, non-circumvention, data protection and indemnity obligations.

 

23. MODIFICATIONS TO THE PLATFORM AND TERMS

23.1 Ronda may modify, update, suspend, discontinue or replace the Platform or any part of it at any time.

23.2 Ronda may amend these Terms from time to time.

23.3 Ronda will notify the Locum of material changes to these Terms by email, Platform notification or by posting the updated Terms on the Platform.

23.4 Subject to clause 23.5, material changes to these Terms shall take effect no earlier than 30 days after notice is given.

23.5 Ronda may make changes on shorter notice where required for legal, regulatory, tax, security, technical, fraud prevention, operational or Platform integrity reasons.

23.6 If the Locum does not accept a material change, the Locum may terminate the Account before the change takes effect.

23.7 Continued use of the Platform after the effective date of any change constitutes acceptance of the updated Terms.

 

24. FORCE MAJEURE

24.1 Ronda shall not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control.

24.2 Such circumstances include acts of God, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, strikes, labour disputes, utility failures, communications failures, internet failures, cyber-attacks, hosting provider failures, third-party software failures, governmental action, changes in law and failures of banking, payment or telecommunications systems.

24.3 Ronda shall use reasonable endeavours to minimise the impact of any force majeure event on the Platform where practicable.

 

25. NOTICES

25.1 Any notice given under these Terms shall be in writing and may be given by email, Platform notification, pre-paid first-class post, recorded delivery or courier.

25.2 Notices to Ronda shall be sent to:

Ronda Vet Locums Ltd
1 Kings Avenue
London
N21 3NA
United Kingdom
Email: contact@ronda.vet

25.3 Notices to the Locum may be sent to the email address, postal address or Account contact details provided by the Locum on the Platform.

25.4 A notice shall be deemed received:

a) if sent by email, at the time of transmission, provided that no bounce-back or delivery failure notification is received;

b) if sent by Platform notification, when made available through the Platform;

c) if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting;

d) if sent by recorded delivery or courier, when delivery is recorded.

25.5 This clause does not apply to the service of legal proceedings.

 

26. RELATIONSHIP OF THE PARTIES

26.1 Nothing in these Terms creates or shall be construed as creating any partnership, joint venture, employment relationship, worker relationship, agency relationship, fiduciary relationship or representative relationship between Ronda and the Locum.

26.2 Ronda has no authority to bind the Locum, and the Locum has no authority to bind Ronda.

26.3 Ronda is not a party to any contract, arrangement or Engagement between the Locum and a Practice.

26.4 The Locum shall not represent that Ronda is the employer, hirer, engager, supplier, employment agency, employment business, recruiter, representative or agent of any Locum or Practice.

 

27. ASSIGNMENT, TRANSFER AND SUBCONTRACTING

27.1 The Locum shall not assign, transfer, charge, subcontract or otherwise deal with any rights or obligations under these Terms without Ronda’s prior written consent.

27.2 Ronda may assign, transfer, charge, subcontract or otherwise deal with any of its rights or obligations under these Terms to any group company, purchaser of its business or assets, successor entity, service provider or subcontractor.

27.3 Ronda may use third-party service providers, including hosting providers, payment providers, verification providers, analytics providers, communications providers and professional advisers, to support operation of the Platform.

 

28. ENTIRE AGREEMENT

28.1 These Terms, together with any documents expressly incorporated by reference, constitute the entire agreement between Ronda and the Locum relating to the Platform.

28.2 The Locum acknowledges that the Locum has not relied on any statement, representation, assurance or warranty that is not expressly set out in these Terms.

28.3 Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

 

29. SEVERANCE

29.1 If any provision of these Terms is or becomes invalid, unlawful or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, lawful and enforceable.

29.2 If such modification is not possible, the relevant provision shall be deemed deleted.

29.3 Any modification or deletion shall not affect the validity and enforceability of the remaining provisions.

 

30. WAIVER

30.1 A failure or delay by Ronda to exercise any right or remedy shall not constitute a waiver of that or any other right or remedy.

30.2 A waiver shall only be effective if given in writing and shall apply only to the circumstances for which it is given.

 

31. THIRD PARTY RIGHTS

31.1 Except as set out in clause 31.2, no person other than Ronda and the Locum shall have any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

31.2 Ronda’s affiliates, officers, directors, employees, contractors, agents, licensors and service providers may enforce any provision of these Terms that confers a benefit, protection, limitation of liability or indemnity in their favour.

31.3 The consent of any third party is not required to vary, terminate or rescind these Terms.

 

32. ANTI-BRIBERY, SANCTIONS AND COMPLIANCE

32.1 The Locum shall comply with all applicable anti-bribery, anti-corruption, anti-money laundering, tax evasion prevention and sanctions laws.

32.2 The Locum shall not use the Platform in any manner that would cause Ronda to breach any applicable sanctions, anti-bribery, anti-corruption, anti-money laundering or tax evasion prevention law.

32.3 Ronda may suspend or terminate the Locum’s Account immediately where Ronda reasonably considers that continued access may create legal, regulatory, sanctions, financial crime or reputational risk.

 

33. GOVERNING LAW AND JURISDICTION

33.1 These Terms and any dispute or claim arising out of or in connection with them, the Platform or any Engagement shall be governed by and construed in accordance with the laws of England and Wales.

33.2 Subject to Ronda’s right, at its sole discretion, to bring proceedings against the Locum in any jurisdiction in which the Locum is resident, incorporated, established, carries on business or has assets, including the courts of Scotland or Northern Ireland, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, the Platform or any Engagement.

33.3 Where Ronda takes steps to recover any sums due under these Terms or to enforce these Terms, the Locum shall be liable for all reasonable legal costs, court fees, debt recovery costs and expenses incurred by Ronda, in addition to interest and any statutory recovery sums, to the extent recoverable under Applicable Law.

 

34. ACKNOWLEDGEMENT

34.1 By creating an Account, accessing the Platform, applying for an Engagement, accepting a booking, submitting an invoice through the Platform or otherwise using the Platform, the Locum acknowledges that the Locum has read, understood and agrees to be bound by these Terms.

34.2 The Locum further acknowledges that Ronda provides technology services only and does not act as an employment agency, employment business, recruiter, employer, hirer, engager, fee-payer, payroll provider or agent in relation to any Locum, Practice or Engagement.