The App Services are described under Clause 1, and are available to:

a) individual medical professionals (“Professionals”); and

b) organisations who already employ or engage those medical professionals (“Clients”),

collectively, “Users”. When registering for the App Services you may select either a Client or a Professional account and the services which you receive will be affected accordingly. However, you should note that regardless of whether you are a Client or a Professional, these Terms contain legally binding rights and responsibilities on both you and Ryalto. In particular you should note the exclusions on Ryalto’s liability set out in Clause 9. These Terms include and hereby incorporates by reference our Privacy Policy. You must read, agree to, and accept all of the terms and conditions contained in these Terms and the Privacy Policy in order to use the App. If you do not agree to these Terms, you should not use the App. You shall be deemed to have accepted and agreed to these Terms by either:

a) acknowledging acceptance of the electronic version of these Terms where this option is made available to you by us (for example, when you register for an account); or

b) actually using the App Services (in this case, you understand and agree that we will treat your use of the App Services as acceptance of these Terms from that point onwards).

No changes to these Terms are valid or have any effect unless agreed by us in writing, subject to the following. We reserve the right to update these Terms from time to time. If we do, the updated version will be effective immediately, and the current Terms are available through a link in the App to this page. You are responsible for regularly reviewing these Terms so that you are aware of any changes to them and you will be bound by the new Terms upon your continued use of the App.

If you need to contact us, please e-mail us at: support@ryaltogroup.com.

1 DESCRIPTION OF THE APP SERVICES

(a) Clients and Professionals can create a profile (“User Profile”);

(b) Clients can communicate Open Shifts to Professionals within its pool of Professionals

(“Network”), and Professionals can search for Open Shifts within their Network;

(c) Professionals can either accept or decline an Open Shift via the shift offer screen in

the App, and view the Open Shifts he or she has accepted;

(d) Professionals can communicate with other Professionals in their Network via in-app messaging; and

(e) Other related or additional services and functionality provided by Ryalto from time to time, which may include any software maintenance, service information, help content, bug fixes, maintenance releases, modifications, amendments and/or upgrades to the existing functions,

(“App Services”).

1.2 We enable Professionals and Clients to communicate more easily in relation to Open Shifts, but we are not party to or responsible for the dealings between Users, and we are not an employment agency or employment business. We do not pre-screen Clients or verify that Open Shifts are available.

1.3 The App Services should not replace the normal checks which should be undertaken (regardless of whether you are a Client or a Professional) and we do not verify, endorse or confirm the suitability of any User in respect of any role or accept any responsibility for the performance of services by any User or other party. In particular, if you are a Client, you are responsible for ensuring that the Professionals in your Network have the required qualifications and skills (see Clause 2.4). We do not guarantee that any details posted by or in relation to any User or otherwise displayed as part of the App Services are accurate or error free.

2 ACCOUNT REGISTRATION

2.1 You must be at least 18 years old to use the App Services. To use the App Services, you must register for an account on the App either as a Client (“Client Account”) or a Professional (“Professional Account”) (collectively, “Account”).

2.2 Users agree to provide true, accurate, and complete information on all registration and other forms you access on the App or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide false or misleading information about your location. You must not provide false or misleading information about your skills (as a Professional) or your business (as a Client). You must not register for more than one Account without express written permission from us.

Clients

2.3 If you wish to be a Client, you must contact Ryalto to request registration of a Client Account.

On registration, you:

(a) must pay any Fees as described in Clause 8;

(b) shall provide Ryalto with the following information, which shall be provided in a format as required by Ryalto:

(i) a list of its Professionals that the Client wishes to have access to the App and to be included in its Network. Ryalto shall use this information in order to verify Professionals before allowing them to create a User Accounts; and

(ii) details of its Open Shifts, including but not limited to location, services to be provided and start and end time;

(c) must regularly update the information referred to in clause 2.3(b) to ensure that the information provided to us is accurate;

(d) will be able to populate and edit your User Profile;

(e) will be able to manage Open Shifts and communicate to your Network (or individual

Professionals within the Network) in relation to those Open Shifts;

(f) can assign such Professionals to specified Open Shifts;

(g) can invite unregistered Professionals to register for the App Services in accordance with Clause 2.4;

(h) must ensure that any information that you input on the App is accurate, and if it ceases to be accurate (for example because a qualification lapses) you must update that information immediately;

(i) agree that your User Profile may be viewed by other Users; and

(j) agree that you may be contacted by other Users.

2.4 Once you have provided Ryalto with the information required under Clause 2.3(b), Ryalto will either (i) provide you with a link to the App for you to share with the Professionals that you wish to invite to have access to the App and be included in your Network, or (ii) provide you with an alternative method for you to invite such Professionals to be given access to the App. Please note that you are responsible for obtaining the consent of all unregistered Professionals before inviting them to register. For further information about your responsibilities in relation to third party information, please see the heading “Information about other individuals” in our Privacy Policy.

2.5 The Client is responsible for ensuring that each Professional in its Network has the required qualifications and experience to perform the services required of them in relation to Open Shifts offered or made available to them, and in particular the Client is responsible for checking its engagement or employment of a Professional is in accordance with applicable law and that the Professional:

(a) has the right to work in the United Kingdom (or where services to be provided in relation to the relevant Open Shift shall be performed in a different country, has the right to work in that country);

(b) is registered on the Client’s payroll system; and

(c) has opted out of the Working Time Regulations 1998, or equivalent laws in the country in which the services in relation to the relevant Open Shift are to be performed.

2.6 Clients are responsible for enforcing their own relevant policies for ensuring that Professionals who register for the App have met and shall continue to meet the requirements under Clause 2.5.

Professionals

2.7 If you are a Professional, your Client will contact you via email or text with a link to the App (or other method of access to the App) in accordance with Clause 2.4. You will be able to access the App and register an Account via the link (or the applicable method of access), and you will be added to the relevant Client’s Network. On registering an Account, you:

(a) will be able to populate, edit, and update your User Profile by uploading your personal information, location, and details of your area of work, qualifications and availability;

(b) must ensure that any information that you input is accurate, and if it ceases to be accurate (for example because a qualification lapses) you must update that information immediately;

(c) may be invited by a Client to accept an Open Shift;

(d) agree that your User Profile may be viewed by other Users; and

(e) agree that you may be contacted by other Users.

3 USER CONTENT

3.1 Ryalto reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the App and App Services upon discovery that any information you provided on any form to Ryalto or posted on the App (“User Content”) is not true, accurate, or complete, or such information or other conduct otherwise violates these Terms, or for any other reason or no reason in Ryalto’s sole discretion.

3.2 Whilst we reserve the right to remove User Content which we consider to violate these Terms or which is otherwise unsuitable for the App Services, we do not have any obligation to and may not pre-screen, monitor, edit, or remove any User Content. If you believe that any content which is available within or accessible from the App violates these Terms, please notify us immediately at support@ryaltoapp.com. If your User Content violates these Terms, you may bear legal responsibility for that User Content.

3.3 While we try to make sure that the App is secure, we cannot guarantee the security of any information that you supply to us and, therefore, we cannot guarantee that it will be kept confidential. We recommend that you back up any User Content to protect yourself in case of problems with the App or the App Service.

3.4 We do not claim ownership of your User Content. You must have the necessary rights to submit such User Content and the right to grant the rights and licenses in these Terms.

4 USERNAMES AND PASSWORDS

4.1 When you register for an Account, you will be asked to choose a username (this will be your unique e-mail address) and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You agree to notify us immediately if you suspect or become aware of any unauthorised use of your account or any unauthorised access to your password or the password of any User of your Account.

4.2 You agree to notify us immediately of any change in your email address by updating your Account information on the App or by contacting us.

5 IDENTITY VERIFICATION – PROFESSIONALS

5.1 When you register for an Account as a Professional, your Account information may be checked by us by comparing it against third-party databases and information sources, which may include (i) information provided by a Client to ensure that the Professional is connected to the Client, (ii) List of Registered Medical Practitioners held by the General Medical Council (via your GMC Number) and (iii) Nursing and Midwifery Council (NMC) register. You authorise Ryalto, directly or through third parties, to make any inquiries necessary to validate your identity and qualifications and confirm your ownership of your email address and/or telephone number, subject to applicable law. When requested, you must provide us with information about you and, if applicable, your business.

5.2 We do not warrant the accuracy of any verification activities carried out by us under Clause 5.1, and we accept no responsibility or liability for, the accuracy or reliability of the information provided by or extracted from third party databases and other information sources. Clients and Professionals should note that information collected from third party databases may be inaccurate for a number of reasons, including, but not limited to:

(a) revocation of the qualification from the relevant Professional for any reason;

(b) the lapse of time or being out of date;

(c) discontinuance or replacement by the relevant certification or qualification board;

(d) the Professional failing to meet the minimum requirements or terms of the

qualification, for example, due to health reasons; or

(e) inaccurate, unreliable or out of date information on the relevant third party database.

6 USING THE APP SERVICES

6.1 We grant you a licence to use our App and App Services. This licence is personal to you only, limited, non-exclusive, revocable, non-transferable and without the right to sublicense. This licence is granted to you to allow you to electronically access and use the App and the App Services in accordance with these Terms. To use the App Services you must have access to the Internet, a valid e-mail address and, where applicable, a compatible mobile device using the iOS or Android operating system. We may change these requirements from time to time and will update these Terms accordingly. Please note that we do not guarantee that the App will be compatible with your mobile device. If you are able to download the App on to your mobile device, it is likely that your device will be compatible with the App.

6.2 Please also note that the use of the App may be impacted by the terms of your agreement with your mobile device supplier, manufacturer and/or phone service provider. Such use will require the use of data which may incur costs with your phone service provider particularly when using roaming tariffs abroad.

6.3 We may inspect your Account for any reason, including to investigate any alleged breach of these Terms or any third party complaints.

7 RESTRICTED ACTIVITES

7.1 Notwithstanding any limitations described elsewhere in these Terms, we may, where reasonably necessary to protect you or us or otherwise to comply with applicable law, establish general practices and limits concerning use of the App Services.

7.2 We treat the following matters as “Restricted Activities”, that is, if you:

(a) use the App Services (or we reasonably suspect that you have used or will use the App Services) for any illegal purposes or in breach of applicable law which impacts us or your (and any third party’s) use of the App Services;

(b) pose an unacceptable form of liability to us and/or our Users (as we may reasonably determine, based on evidence);

(c) provide false, incomplete, inaccurate, or misleading information which is not merely trivial (including any information as part of the Account registration process);

(d) post or transmit material or otherwise use the App Services that is, or is complained of as, infringing the intellectual property rights or other rights of others;

(e) post or transmit any material or otherwise use the App Services that is, or is likely to be considered to be unlawful, obscene, promoting illegal activity or terrorism, defamatory, libellous, threatening, harassing, abusive, derogatory, invasive of privacy or publicity rights, fraudulent or tortious, vulgar, intimidating, profane, scandalous, pornographic, indecent, bigoted or hateful, embarrassing to any other person or otherwise objectionable as determined by us in our sole discretion (acting reasonably);

(f) transmit spam, chain letters, or other unsolicited communications;

(g) remove any copyright, trademark or other proprietary rights notice from the App

Services or materials originating from the App Services;

(h) use any robot, spider, scraper, or other automated means to access the App for any purpose without our express written permission;

(i) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the App’s infrastructure;

(j) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than User Content) from the App, any software code that is part of the App, or any services that are offered on the App without the prior express written permission of Ryalto and the appropriate third party, as applicable;

(k) interfere or attempt to interfere with the proper operation of the App or any activities conducted on the App;

(l) bypass any measures we may use to prevent or restrict access to the App or any subparts of the App, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the App or the content therein;

(m) collect or harvest any information, including personal data, from the App (except as expressly permitted by a feature of the App);

(n) access any content on the App through any technology or means other than those provided or authorized by the App;

(o) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services; or

(p) post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the App that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the App or any other software, firmware, hardware, computer system, or network of Ryalto or any third party.

(q) Use the App Services to share any data or Protected Health Information about patients and clients including name, personally identifiable information, demographic information, medical histories, test and laboratory results, mental health conditions, insurance information, and other data that a healthcare professional collects to identify an individual and determine appropriate care.

7.3 You agree not to conduct any Restricted Activities. If you conduct or attempt to conduct any Restricted Activities, or if we reasonably believe, based on our actual or suspected knowledge backed by evidence, that you may have conducted any Restricted Activities, or that the security of your use of the App Services (including your Account and/or your security credentials) has been compromised, then we reserve the right to:

(a) close or suspend your Account and/or use of the App Services;

(b) edit, modify, or refuse to post any content and/or to provide access to certain App Services associated with any Restricted Activity;

(c) report the activity and any other relevant information about you and your use of the App Services (including your Account data and your personal data) to a regulator, police or other law enforcement agency and/or government department or agency; and/or

(d) if appropriate, claim damages from you.

7.4 If we suspend your use of the App Services, we will attempt to notify you by e-mail. Suspension of your use of the App Services will not affect your rights and obligations pursuant to these Terms arising before or after such suspension or with respect to any non-terminated App Services.

7.5 You agree to co-operate with us, as we may reasonably require, to investigate any Restricted

Activity related to your use of the App Services.

8 PAYMENT TERMS – CLIENTS

8.1 If you are a Client, you must pay the fees as agreed with Ryalto or which are otherwise

specified when you sign up for your Client Account (“Fees”).

8.2 We reserve the right to review and update the Fees from time to time. However, we will give you 28 days’ notice by email prior to any price changes, during which time you may terminate your use of the App Services if you are unhappy to agree to the price change. Should you fail to terminate your use of the App Services within 28 days after being notified of a price change, we will assume that you have agreed to the price change and wish to continue using the App Services on the basis of the updated Fees.

8.3 Any failure to pay Fees shall mean that your account will be automatically suspended.

9 RYALTO LIABILITY AND IMPORTANT DISCLAIMERS

9.1 We warrant that we will provide the App Services to you with reasonable skill and care. We do not provide any other warranty relating to the App Services and all other implied terms, warranties or conditions which may otherwise be implied into these Terms or the relationship between us (whether implied by statute or otherwise) are hereby excluded to the extent permitted by law.

9.2 While we will aim to maintain an uninterrupted service through the App, the App is provided on an “as is” basis and we do not promise that your access to the App will be delivered uninterrupted, securely, in a timely manner or error-free, or that the App will be free from viruses or other harmful properties.

9.3 Ryalto is not a party to the dealings between Users. Ryalto merely makes the App Services available to enable the Client to identify and determine the suitability of Professionals for themselves.

9.4 Subject to Clause 9.9, and except as described in Clause 9.1, in addition to any other disclaimer or qualification set out in these Terms, we hereby exclude all liability for:

(a) the quality, completeness, usefulness, accuracy, reliability, integrity or legality of any information provided by or made available using the App Services or the content of any third party database;

(b) the safety, quality, accuracy, reliability, integrity or legality of any goods and/or services offered by a User (whether via the App or otherwise);

(c) any liability arising from the relationship, dealings, agreements, communications, disputes or other association between Users, or between Users and any third parties;

(d) the performance of any services by any User; and

(e) any property damage, death or injury to any User or any third party, whether caused by the acts or omissions or any User or otherwise.

9.5 From time to time, we may carry out maintenance of the App Services which may result in certain parts of the App Services becoming unavailable. We are not liable to you for the unavailability of the App Services while we carry out any maintenance of the App Services.

9.6 It is your responsibility to implement satisfactory safeguards and procedures to make sure any files or other information you obtain or submit through the App are free from such contaminations or other harmful properties.

9.7 Subject to Clause 9.9, we shall not be liable or responsible to you, whether in contract, tort

(including negligence), breach of statutory duty or otherwise, for:

(a) any indirect and consequential loss or for any loss of profit, loss of revenue, loss of business, loss of goodwill, reputational damage or loss, business interruption, or loss of business opportunity; or

(b) any loss or damage which arises out of or in connection with the use of the App Services or the App or reliance on any User Content or any information provided by the App or App Service in relation to the User Content (including any information as to qualifications or experience held by Professionals).

9.8 Subject to Clause 9.9, our maximum aggregate liability under or in connection with these Terms and the Privacy Policy (including in relation to your use of the App Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the greater of £50 or 100% of the Fees (if any) paid by you in last 6 months prior to the first claim you raise against us.

9.9 Nothing in these Terms shall limit or exclude our liability for death or personal injury resulting from our negligence, fraud or fraudulent misrepresentation; and any other liability that cannot be excluded or limited by English law.

9.10 We will not be liable or responsible for any losses you may incur that were not our fault or were because of any failure by us to perform (in part or full), or delay in performance of, any of our obligations under these Terms that is caused by an event or circumstance beyond our reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion, accident or our compliance with any applicable law.

10 INTELLECTUAL PROPERTY RIGHTS

10.1 The App Services and all intellectual property rights in them are owned by us, our licensors or both (as applicable). We and our licensors reserve all of our and their rights in any intellectual property in connection with these Terms. This means, for example, that we and they remain owners of such rights and are free to use them as we and they see fit even following termination of these Terms.

10.2 Nothing in these Terms grants you any legal rights in the App Services other than as necessary to enable you to access the App Services. You agree not to adjust to try to circumvent or delete any notices contained on the App (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within the App.

10.3 The use of any trademarks on the App is strictly prohibited unless you have our prior written permission.

11 THIRD-PARTY CONTENT

11.1 The App Services may allow you to access, use, or interact with third-party websites, apps, content, and other products and services via hyperlinks or other references. For example, you may choose to use third-party data backup services (such as iCloud or Google Drive) that are integrated with the App Services. Any such hyperlinks or references are provided for your convenience only. We have no control over third party websites or apps and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website or app does not mean that we endorse that third party’s website, app, products or services. Please note that when you use third-party services, their own terms and privacy policies will govern your use of those services.

12 APP UPDATES

12.1 We may from time to time in our sole discretion develop and provide App Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that App Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to these Terms, unless otherwise provided in terms associated with such Update. Ryalto reserves the right, at any time, to modify, suspend, or discontinue App Services or any part thereof without notice. You agree Ryalto will not be liable to you or any third party for any modification, suspension, or discontinuance of App Services or any part thereof.

13 TERMINATION

13.1 You may close your Account at any time and terminate these Terms by e-mailing us at support@ryaltoapp.com or by writing to us at the address above.

13.2 In the event your Account is closed or these Terms are terminated in accordance with these

Terms, you agree:

(a) to immediately stop using the App Services;

(b) that the licences provided by us under these Terms shall end;

(c) that we reserve the right (but have no obligation) to delete all your information and account data stored on our systems and servers;

(d) that materials and data relating to your Account may persist and continue to appear within the App (such as content that may be shared with others Users);

(e) that we shall not be liable to you or any third party for termination of access to the App or for deletion of your information or account data; and

(f) the termination of these Terms for any reason will not release you, any User with whom you have entered into an agreement in relation to Open Shifts, or Ryalto from any obligations incurred prior to termination of these Terms or that thereafter may accrue in respect of any act or omission prior to such termination.

14 Any provision that is reasonably necessary to accomplish or enforce the purpose of these Terms after termination shall survive and remain in effect in accordance with their terms upon the termination of these Terms.

15 MAKING COMPLAINTS

15.1 In the event of any dispute or difference or claim howsoever arising between you and us in connection with or in relation to these Terms, including any dispute regarding the existence, validity or termination of these Terms, you should in the first instance contact us via support@ryaltoapp.com. We aim to respond to any complaint or dispute as quickly as possible and with a view to finding a satisfactory solution.

16 OTHER IMPORTANT TERMS

16.1 These Terms and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and Ryalto, except and solely to the extent expressly stated in this Agreement.

16.2 Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be interpreted by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and remain enforceable between the parties.

16.3 These Terms and the benefit of the rights, obligations and licences granted under these Terms may not be transferred (or as in known in legal terms, “assigned”) by you without our prior written consent. However, these Terms and the benefit of the rights, obligations and licences granted to us under these Terms shall be freely transferrable (assignable) by us. If you object to us transferring (assigning) these Terms you may close your Account as set out above.

16.4 No one other than a party to these Terms has any right to enforce any of these Terms.

16.5 If any provision of these Terms is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.

16.6 The information provided within the App is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the App or any portion of them, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide.

16.7 Use of the words “including” or “for example” in these Terms should also include the words “without limitation” immediately following the words “including” or “for example”. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment, and includes any subordinate legislation for the time being in force made under it.

16.8 These Terms shall be governed by and construed in accordance with the law of England and Wales and you agree to submit to the exclusive jurisdiction of the English Courts.

17. GENERAL

17.1 Who the Client is contracting with under this Agreement, what law will apply in any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), and where and how such disputes will be resolved, depends on where the Client is domiciled.

17.2 This Agreement, together with any applicable Work Order, comprises the entire agreement between the Client and Ryalto Group and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. No text or information set forth on any other purchase order, pre-printed form or document (other than a Work Order, if applicable) shall add to or vary the terms and conditions of this Agreement.

17.3 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

17.4 The failure of Ryalto Group to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Ryalto Group in writing.

17.5 This Agreement does not confer any rights on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999, or otherwise.

17.6 No joint venture, partnership, employment, or agency relationship exists between the Client and Ryalto Group as a result of this agreement or use of the Service.

Updated 24 September 2021.

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