Practice Platform Agreement

This Agreement is made between KodedNest Ltd, a company incorporated in England and Wales with company number 16563013, whose registered office is at 128 City Road, London, United Kingdom, EC1V 2NX ("KodedNest", "we", "us"), and any dental practice, clinic, or organisation registered on the NetworkDental platform ("the Platform", "you", "the Practice"). By registering, you agree to be bound by this Agreement, and confirm you are a Business User for the purposes of consumer protection legislation.

1. Definitions

Terms have the same meanings as in the Nurse Platform Agreement, clause 1, save that "Listing Fee" means the fee you pay to post a vacancy, and "Business User" means a User acting in the course of a business, craft, or profession.

2. Nature of the Platform

2.1 Marketplace, not agency. You pay to list a vacancy. Dental Nurses browse and choose whether to apply. We do not select, vet, rank, or place a specific nurse into your vacancy, and we do not negotiate terms on your behalf.

2.2 No employment relationship with KodedNest. We are not your employer, staffing intermediary, or labour provider, and we do not become a party to any Booking you make.

2.3 Distance and specialty filtering is logistical, not a quality judgment. Where the Platform narrows which nurses are notified about a vacancy (for example, an SOS urgent-cover radius, or a specialty eligibility criterion), that filter answers a physical question - can this nurse plausibly get here in time, can they do this job type - never a ranking by rating, reliability, or acceptance history. The Platform does not offer, and this clause should not be read as describing, a matching service - it is a pass/fail eligibility filter applied identically to every eligible nurse, not an algorithm that selects or ranks candidates.

2.4 Payment facilitation only. Payments you make are processed by Stripe Payments Europe, Ltd. KodedNest does not itself hold or transmit funds and is not authorised under the Payment Services Regulations 2017 (SI 2017/752) as a payment institution.

2.5 Regulatory position. KodedNest does not act as an employment agency or employment business within the meaning of the Employment Agencies Act 1973 or the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (SI 2003/3319). If a court or the Fair Work Agency determines otherwise, KodedNest will take all steps necessary to comply with the applicable regime.

3. Eligibility

You must be lawfully constituted to operate as a dental practice in the United Kingdom, hold current registration with the Care Quality Commission (CQC) (England), Healthcare Improvement Scotland, Healthcare Inspectorate Wales, or the Regulation and Quality Improvement Authority as applicable, and have authority to enter into engagements with dental nursing staff.

4. Your Own Due Diligence Duty

4.1 Our document check on a nurse is a basic authenticity check only. It is not a background check, not confirmation of ongoing validity, and not a statement that any nurse is fit or safe for patient-facing work.

4.2 Regardless of anything we check, you remain solely responsible for: verifying active GDC registration directly at gdc-uk.org; conducting a right-to-work check under the Immigration, Asylum and Nationality Act 2006 (the civil penalty for getting this wrong is currently up to £60,000 per worker, and this cannot be delegated to us); reviewing a current DBS certificate at the appropriate level; and confirming adequate indemnity insurance.

4.3 We are not liable for any loss arising from your reliance on a nurse's submitted documents, or from any act or omission of a nurse during a Booking.

5. Practice Obligations

• Conduct your own right-to-work check on each nurse before any Booking begins.
• Independently verify GDC registration and review DBS status for each nurse you engage.
• Comply with all statutory obligations applicable to the nature of the engagement, including the National Minimum Wage Act 1998 (where relevant to the Booking's actual legal character), Working Time Regulations 1998, Equality Act 2010, and Health and Safety at Work etc. Act 1974.
• Maintain public liability insurance of at least £5,000,000 covering your premises and any locum nurses working there. See the Locum Engagement Terms, clause 9, on why this suite does not ask you to hold "employer's" liability cover for genuinely self-employed locums.

6. Fees & Payment

6.1 Posting a vacancy is free. Before your vacancy goes live you must complete identity verification and register a valid payment card with us via Stripe - no charge is taken at this stage. Once a Locum is matched to your vacancy, payment covering the Locum's pay and our platform fee (plus VAT at the prevailing rate) is authorised on your registered card and captured at the end of the shift. The platform fee is calculated from the length of the shift and disclosed to you before you confirm the vacancy.

6.2 As a Business User, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not give you a statutory right to cancel a purchase.

6.3 The Hours Adjustment Request approval process, and your payment obligation to a nurse for hours worked, are governed by the Locum Engagement Terms, clause 5 - that is a debt you owe the nurse directly, which we merely help you pay via Stripe once approved.

6.4 Refunds: only our platform fee (plus any associated VAT) is ever eligible for a refund from us, and only where we approve one - for example, a proven billing or system error. The amount payable to a Locum for hours actually worked is never refunded, adjusted, or reclaimed by us under any circumstances. That amount is a debt you owe the Locum directly under the Locum Engagement Terms, and any dispute about it is a matter between you and the Locum under that document, not a refund matter with us.

7. Acceptable Use

7.1 You must use the Platform only for lawful purposes and in accordance with this Agreement.

7.2 You must not:

• Submit false, misleading, or fraudulent information or documents, including about your practice's registration or authority to engage nursing staff.
• Impersonate any person or misrepresent your practice or its regulatory status.
• Post or transmit unlawful, offensive, defamatory, or infringing content.
• Upload viruses, malware, or malicious code.
• Attempt to gain unauthorised access to any part of the Platform or another user's account.
• Scrape, harvest, or systematically copy data from the Platform without written consent.
• Reverse engineer, decompile, or attempt to extract the source code of the Platform.
• Send unsolicited commercial communications to other Users.
• Use the Platform in any way that infringes the intellectual property rights of KodedNest or any third party.

7.3 We may monitor usage, remove content, and suspend or terminate accounts for breaches of this clause without prior notice.

8. Intellectual Property

8.1 All intellectual property rights in the Platform, including software, design, content, and trademarks, are owned by or licensed to KodedNest. Nothing in this Agreement transfers any such rights to you.

8.2 We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for the purpose for which it is provided (as a Practice seeking to list vacancies). This licence is personal to you and may not be sublicensed.

8.3 Where you receive a nurse's Profile Data through the Platform, you may use it only for the purpose of reviewing and engaging that nurse in connection with a Booking, and not for any other purpose, including onward disclosure or marketing.

9. Liability & Indemnity

9.1 Nothing in this Agreement limits our liability for death or personal injury caused by our negligence, fraud, or any liability that cannot lawfully be excluded.

9.2 Subject to clause 9.1, our total aggregate liability to you shall not exceed the greater of the fees you paid us in the preceding 12 months, or £500. We exclude liability for loss of profit, revenue, business, goodwill, or any indirect or consequential loss.

9.3 We accept no liability for any clinical incident, GDC or CQC regulatory action, or dispute connected with a Booking. You indemnify us against third-party claims arising from your use of the Platform, your Profile Data, or any Booking you enter into.

10. Data Protection & Termination

10.1 Where you receive a nurse's personal data through the Platform, you become an independent data controller of that data and must comply with UK GDPR in your own right, including handling any data subject rights request without relying on us. We process personal data in accordance with our Privacy Policy, which forms part of this Agreement and is incorporated by reference.

10.2 Termination by us: We may suspend or terminate your access to the Platform immediately and without notice where: you have materially breached this Agreement; you have provided false or fraudulent information; your CQC (or equivalent) registration lapses; continued access poses a risk to other Users or to patient safety; or we are required to do so by law.

10.3 Termination by you: You may close your account at any time by contacting kodednest@gmail.com. Any fees incurred prior to termination remain payable and are not refunded except as required by law.

10.4 Effect of termination: On termination, your right to access the Platform ceases immediately. Clauses that by their nature survive termination (including clauses 6, 7, 8, 9, and 12) remain in force. Data you have received will continue to be governed by your own obligations as an independent data controller under clause 10.1.

11. General

11.1 Entire agreement: This Agreement together with our Privacy Policy constitutes the entire agreement between you and KodedNest regarding the Platform and supersedes all prior representations, agreements, and understandings.

11.2 Assignment: You may not assign any rights or obligations under this Agreement without our prior written consent. We may assign our rights, including upon a sale or restructuring of the business, provided we give you reasonable notice.

11.3 Force majeure: We are not liable for failure to perform our obligations where caused by events beyond our reasonable control, including acts of God, pandemic, civil unrest, cyber-attacks, regulatory action, or infrastructure failure of third-party providers.

11.4 Severability: If any provision of this Agreement is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

11.5 Waiver: Failure to enforce any right under this Agreement shall not constitute a waiver of that right.

11.6 Variation: We may update this Agreement from time to time. We will notify you of material changes by email or prominent notice on the Platform at least 14 days before the changes take effect. Continued use after the effective date of any update constitutes acceptance. If you do not accept any change, you must stop using the Platform and close your account.

11.7 No partnership: Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship between you and KodedNest.

11.8 Notices: Notices from you to KodedNest must be sent by email to kodednest@gmail.com or in writing to our registered office. Notices from us to you will be sent to the email address registered on your account.

11.9 Third party rights: This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 that any third party may enforce.

11.10 Complaints procedure: If you have a complaint about our Services, please contact us at kodednest@gmail.com. We will acknowledge your complaint within 5 business days and aim to resolve it within 28 calendar days.

12. Governing Law

This Agreement, and any dispute arising from it, is governed by the law of England and Wales, subject to the exclusive jurisdiction of its courts.

See also the Nurse Platform Agreement, the Locum Engagement Terms, our Cookie Policy, and our Privacy Policy.