Terms & Conditions
Terms and Conditions for Veterinary Practices
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 and related technology services (Platform) by veterinary practices and related entities seeking to identify, communicate with and book veterinary professionals for short-term engagements.
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, or confirming any booking through the Platform, the veterinary practice or other business entity on whose behalf the Platform is used (Practice, you or your) agrees to be bound by these Terms.
1.4 The individual accepting these Terms on behalf of the Practice warrants that they have full authority to bind the Practice to these Terms. The Practice is responsible for all acts and omissions of its employees, officers, workers, contractors, agents and other authorised users who access or use the Platform on its behalf (Staff Users).
1.5 If the Practice does not agree to these Terms, it must not access or use the Platform.
1.6 Ronda provides technology services only. The Platform enables Practices and Locums to identify each other, communicate and arrange bookings. 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 Practice or Locum.
1.7 The Practice acknowledges that any engagement, booking, contract or working arrangement with a Locum is entered into directly between the Practice and the Locum. 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 Practice and a Locum.
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 Practice shall not represent to any Locum 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 Practice’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.
Branch means each individual veterinary practice site, clinic, hospital or operating location registered or used by the Practice on the Platform.
Business Day means a day other than a Saturday, Sunday or public holiday in England.
BYOL Monthly Fee means the fixed monthly fee payable by the Practice for access to the Own Locum Pool feature, being £59 per Branch per month (excluding VAT) for unlimited bookings through the Own Locum Pool, as set out on the Platform at the time of activation or as otherwise notified by Ronda.
Confidential Information means all information relating to Ronda, the Platform, other Users, Locums, 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.
Conversion Fee means the fee payable under clause 6.14 where an Introduced Locum is engaged outside the Platform by the Practice or any Group Company.
Engagement means any shift, booking, assignment, work arrangement or other professional services arrangement agreed directly between a Practice and a Locum, whether short-term, fixed-term, permanent, temporary, consultancy-based, self-employed or otherwise.
Fees means all fees payable by the Practice to Ronda under these Terms, including Platform Fees, BYOL Monthly Fees, Conversion Fees and any other charges notified to the Practice in accordance with these Terms.
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.
Group Company means, in relation to the Practice, any entity that controls, is controlled by, or is under common control with the Practice. For this purpose, control means the ability to direct the affairs of another entity, whether through ownership of shares, voting rights, contract or otherwise.
Introduced Locum means any Locum whose identity, profile, availability, contact details, application, communication or other information is made available to the Practice through the Platform, excluding a Locum who is validly accepted by Ronda into the Practice’s Own Locum Pool as a genuine pre-existing locum in accordance with these Terms.
Locum means a veterinary surgeon or veterinary nurse who uses the Platform.
Own Locum Pool means the private group of veterinary professionals invited by the Practice through the Bring Your Own Locums feature and accepted by Ronda as having a genuine pre-existing working relationship with the Practice established independently of the Platform.
Placement means one or more shifts or Engagements confirmed between a Practice and a Locum through the Platform.
Practice Locum Team means, in relation to a Practice, the team comprising (a) the Practice’s Own Locum Pool and (b) any Introduced Locums whom the Practice has added to the Practice Locum Team with whom it wishes to continue working, in each case as recorded on the Platform.
Platform Fee means the fee charged by Ronda to the Practice equal to 5.99% of the Shift Rate, excluding VAT, for each applicable shift with an Introduced Locum booked or confirmed through the Platform or otherwise chargeable under these Terms. The Platform Fee does not apply to shifts booked through the Practice’s Own Locum Pool, access to which is provided under the BYOL Monthly Fee in accordance with these Terms.
Private Window means the period selected by the Practice during which a posted shift is visible only to the Practice Locum Team before becoming visible to the Wider Network.
Reliability Rate means the score assigned by Ronda to a Practice or Locum reflecting historical reliability and cancellation conduct on the Platform, calculated in accordance with clause 9 and any Platform policy notified from time to time.
Shift Rate means the amount payable by the Practice to the Locum for a shift, calculated by reference to the agreed hourly 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.
Staff Users has the meaning given in clause 1.4.
User means any Practice, Locum, Staff User 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 Locum Team.
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. REGISTRATION AND ACCOUNT SECURITY
3.1 To access and use the Platform, the Practice must create an Account and provide accurate, complete and up-to-date information.
3.2 The Practice must promptly update its Account information if any details become inaccurate, incomplete or out of date.
3.3 The Practice is responsible for maintaining the confidentiality and security of login credentials and for all activity carried out through its Account.
3.4 The Practice must ensure that each Staff User has their own login credentials and must not permit the sharing of passwords or access credentials.
3.5 The Practice must immediately notify Ronda at contact@ronda.vet if it 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 Practice or Staff User 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 Account is being used by or for a recruitment agency, employment agency, employment business or recruiter; or
e) continued use of the Platform may prejudice Ronda, Locums, other 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. PRACTICE OBLIGATIONS AND CONDUCT
4.1 The Practice 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.
4.2 The Practice shall:
a) maintain all licences, registrations, approvals, insurances and professional authorisations required to operate as a veterinary practice in the United Kingdom;
b) ensure that all information provided on or through the Platform is accurate, complete, lawful, current and not misleading;
c) treat all Locums and Users with respect and professionalism;
d) provide a safe, lawful and compliant working environment for each Locum;
e) comply with all Applicable Law relating to health and safety, working time, equality, non-discrimination, professional standards, clinical governance and veterinary regulation;
f) pay all Fees due to Ronda in accordance with these Terms;
g) pay Locums directly and promptly for their services, expenses and VAT where applicable, unless otherwise expressly agreed in writing by Ronda;
h) be solely responsible for determining whether to engage any Locum and for assessing the Locum’s suitability, qualifications, experience, references, insurance, professional registration, right to work, employment status and tax status;
i) ensure that its Staff Users comply with these Terms;
j) maintain accurate records of all Engagements, shifts, cancellations, payments and communications with Locums introduced or booked through the Platform;
k) comply with the non-circumvention obligations in clause 4.4;
l) comply with the Own Locum Pool obligations in clause 4.6;
m) comply with the employment status, tax and IR35 obligations in clauses 4.8 to 4.11; and
n) comply with all data protection obligations in clause 17.
4.3 The Practice 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 Locum 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 Locum information obtained through the Platform for any purpose other than arranging and managing lawful Engagements through the Platform;
j) share Locum personal data with any third party or Group Company 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; or
l) represent that Ronda employs, supplies, endorses, supervises or controls any Locum.
4.4 The Practice shall not, and shall procure that each Group Company shall not, during the period of 12 months from the later of:
a) the date on which the Locum was first introduced to the Practice through the Platform; and
b) the most recent date on which that Locum performed or was booked to perform a shift for the Practice through the Platform, directly or indirectly engage, employ, book, contract with, solicit, induce, encourage or facilitate the engagement of that Locum outside the Platform, whether as an employee, worker, consultant, contractor, sole trader, partner, through a personal service company, agency, intermediary, associated undertaking, Group Company or any other arrangement.
c) For the avoidance of doubt, this clause 4.4 is a commercial measure to protect Ronda’s introduction and platform fees only. It does not restrict the Locum’s freedom to provide services to any practice through any channel, and imposes no restriction on the Locum.
4.5 Clause 4.4 does not apply to a Locum who is validly accepted by Ronda into the Practice’s Own Locum Pool, provided that:
a) the Locum had a genuine pre-existing working relationship with the Practice established independently of the Platform;
b) the Locum was not first identified, introduced, contacted or booked through the Wider Network;
c) the Practice maintains an active BYOL Monthly Fee; and
d) the Practice complies with all Own Locum Pool requirements notified by Ronda.
4.6 When using the Own Locum Pool feature, the Practice shall:
a) only invite Locums with whom it has a genuine pre-existing working relationship established independently of the Platform;
b) not invite any Locum whose relationship with the Practice was first established through the Wider Network;
c) if Ronda requests, provide reasonable evidence of the pre-existing relationship within seven days;
d) acknowledge that Ronda may reject, suspend or remove any Locum from the Own Locum Pool where Ronda reasonably considers that the Locum does not meet the eligibility criteria;
e) acknowledge that Own Locum Pool status is specific to the relevant Practice Account and Branch unless Ronda confirms otherwise in writing; and
f) not use the Own Locum Pool feature to avoid Platform Fees, Conversion Fees or non-circumvention obligations.
g) acknowledge that the Own Locum Pool (Bring Your Own Locums) feature is a software management tool only, and that the Practice is solely responsible for complying with any agreement, restriction or obligation it owes to the relevant Locum or to any third party (including any recruitment agency or employment business) in connection with that Locum; and
h) acknowledge that Ronda is not a party to, and has no responsibility or liability in respect of, any such agreement, restriction or obligation, or for any breach of it by the Practice.
4.7 If Ronda reasonably determines that the Practice has breached clause 4.4, 4.5 or 4.6, Ronda may:
a) invoice the Practice for all Platform Fees that would have been payable had the relevant Engagements been booked through the Platform;
b) invoice any applicable Conversion Fee;
c) remove the relevant Locum from the Own Locum Pool;
d) suspend or terminate the Practice’s Account;
e) charge interest and recover costs in accordance with these Terms; and
f) pursue any other rights or remedies available to Ronda.
4.8 The Practice is solely responsible for determining the employment, worker, self-employed, tax, IR35 and off-payroll working status of each Locum in relation to each Engagement.
4.9 The Practice is solely responsible for complying with all associated payroll, PAYE, National Insurance, pension auto-enrolment, holiday pay, employment rights, worker rights, tax reporting and status determination obligations.
4.10 Where Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 applies, the Practice is responsible for making any required status determination, issuing any required Status Determination Statement and maintaining all required records.
4.11 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.
4.12 The Practice shall issue a Status Determination Statement to the Locum and, where applicable, to Ronda, before the Locum commences any Engagement. The Practice shall respond to any written challenge to a Status Determination Statement within 45 days of receipt, either confirming the original determination with written reasons or issuing a revised Status Determination Statement.
4.13 The Platform may notify the Practice where the cumulative hours worked by a Locum with the Practice indicate a pattern that may represent a risk of falling within the off-payroll working rules. Any such notification is provided as a risk-awareness tool only. Ronda accepts no liability in connection with such notifications. Upon receipt of any such notification, the Practice should review the IR35 status of the relevant Engagement.
5. POSTING ENGAGEMENTS AND BOOKING PROCESS
5.1 The Practice is responsible for posting Engagements on the Platform and specifying all relevant details, including location, date, time, duration, rate, required qualifications, required experience, clinical requirements, facilities, equipment, health and safety information and any other relevant working arrangements.
5.2 The Practice must ensure that each Engagement posting is accurate, lawful, complete, non-discriminatory and compliant with Applicable Law.
5.3 The Platform may enable Locums to view Engagements, submit availability, communicate with the Practice and accept or decline bookings. Ronda does not select, shortlist, recommend, rank, supply or place Locums for the Practice.
5.4 The Practice is solely responsible for reviewing each Locum’s profile, qualifications, registration, experience, reviews, Reliability Rate and any other relevant information before confirming a booking.
5.5 The Practice is solely responsible for all final decisions to engage, reject, continue, cancel or terminate any arrangement with a Locum.
5.6 Upon confirmation of a match or booking, the Practice may receive access to the Locum’s name, contact details and other relevant information made available through the Platform.
5.7 All communications and negotiations regarding rates, schedule, duties, payment, expenses, working arrangements and other terms of any Engagement shall be conducted directly between the Practice and the Locum, preferably through the Platform.
5.8 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 remove or reduce the Practice’s responsibility to carry out its own checks and satisfy itself that each Locum is suitable, qualified, appropriately registered, insured and legally entitled to perform the relevant services.
5.9 Ronda does not warrant that any information relating to a Locum remains accurate, complete or current after the date on which it was checked or provided.
5.10 Where the Practice activates a Private Window, the shift will be visible exclusively to members of the Practice Locum Team for the period selected by the Practice. Once the Private Window expires, the shift will automatically become visible to the Wider Network unless cancelled or amended by the Practice.
5.11 Ronda does not guarantee that any Locum will view, respond to, apply for, accept, perform or complete any Engagement.
6. FEES AND PAYMENT
6.1 The Practice shall pay Ronda the Platform Fee for each shift booked, confirmed or otherwise chargeable through the Platform, except where an exemption expressly applies under these Terms.
6.2 The Platform Fee is 5.99% of the Shift Rate, excluding VAT, unless otherwise notified by Ronda in accordance with these Terms.
6.3 All Fees are exclusive of VAT, which shall be payable by the Practice in addition at the applicable rate.
6.4 Unless otherwise stated, the Platform Fee is payable in respect of each confirmed shift completed by a Locum. No Platform Fee is payable in respect of a shift that is cancelled before it is completed.
6.5 The Platform Fee is separate from, and in addition to, any amount payable by the Practice directly to the Locum.
6.6 Ronda will issue invoices on the first day of each calendar month, or at such other intervals as Ronda may notify, covering Fees accrued during the previous month.
6.7 The Practice shall pay each invoice within 14 days of the invoice date, without set-off, counterclaim, deduction or withholding except as required by law.
6.8 Ronda may require payment by direct debit, card payment, bank transfer or any other payment method notified to the Practice.
6.9 Access to the Own Locum Pool feature is subject to the BYOL Monthly Fee, payable per Branch unless otherwise agreed in writing.
6.10 The BYOL Monthly Fee will be invoiced monthly in advance or arrears as notified on the Platform. Ronda may amend the BYOL Monthly Fee on not less than 30 days’ written notice.
6.11 Where a free trial is offered, no BYOL Monthly Fee is payable during the trial period. Unless the Practice cancels before the end of the trial period, the BYOL Monthly Fee will be added to the Practice’s next monthly invoice.
6.12 The Practice may cancel its BYOL Monthly Fee at any time through its Account settings or by contacting contact@ronda.vet. Cancellation takes effect at the end of the current billing month. No pro-rata refund is payable for any partial month.
6.13 If the BYOL Monthly Fee is cancelled, expires, lapses or remains unpaid, the Practice’s Own Locum Pool will be deactivated. Any subsequent booking of former Own Locum Pool members through the Platform will be treated as a Wider Network booking and the standard Platform Fee will apply.
6.14 If, within 12 months after the Introduced Locum was first introduced to the Practice through the Platform, or last performed or was booked to perform a shift through the Platform (whichever is later), the Practice or any Group Company engages that Introduced Locum as a permanent employee, the Practice shall pay Ronda a Conversion Fee of 10% of the Introduced Locum’s Gross Annual Remuneration (plus VAT).
6.15 The Conversion Fee shall be 10% of the Introduced Locum’s Gross Annual Remuneration, plus VAT.
6.16 The Practice shall notify Ronda in writing within seven days after making or agreeing any offer or arrangement that may trigger a Conversion Fee.
6.17 The Conversion Fee shall be invoiced when the relevant offer or arrangement is accepted and shall be payable within 14 days of the invoice date.
6.18 Where any amount remains unpaid after the due date, Ronda may:
a) issue a written payment reminder;
b) restrict the Practice’s ability to post Engagements, confirm bookings or access Platform features;
c) suspend the Practice’s Account;
d) terminate the Practice’s Account;
e) charge interest under clause 6.21; and
f) recover all reasonable legal costs, debt recovery costs, administrative costs and expenses incurred in recovering the overdue amount.
6.21 Ronda may charge interest on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Interest shall accrue daily from the due date until payment in full.
6.22 Ronda may recover the fixed sum and reasonable costs of recovery permitted under the Late Payment of Commercial Debts (Interest) Act 1998.
6.23 The Practice shall notify Ronda of any genuine invoice dispute within seven days of the invoice date, specifying the amount disputed and the reasons for dispute. The Practice shall pay all undisputed amounts by the due date.
6.24 If the Practice does not dispute an invoice within seven days of the invoice date, the invoice shall be deemed accepted.
6.25 Ronda may change its fee structure, introduce new Fees or amend existing Fees on not less than 30 days’ written notice, unless the change is required sooner for legal, regulatory, security or operational reasons.
6.26 Fees are non-refundable where the relevant shift has been completed.
6.27 The Practice shall keep accurate records of all shifts, Engagements, payments, cancellations and off-platform engagements involving Introduced Locums for a period of six years.
6.28 Ronda may, on reasonable notice, request supporting documentation to verify compliance with these Terms, including shift records, payment records, statements of account, invoices and other accounting records relating to Introduced Locums. The Practice shall provide such information within seven days of request or such longer period as Ronda may reasonably allow.
7. CANCELLATIONS, NO-SHOWS AND DISPUTES
7.1 The Practice must provide as much notice as reasonably practicable of any cancellation of a confirmed shift.
7.2 Ronda does not charge any cancellation fee. No fee is payable to Ronda where the Practice cancels a confirmed shift, whatever the timing of the cancellation. This does not affect any amount that may be payable by the Practice directly to the Locum, or the operation of the Reliability Rate under clauses 7.3 and 7.4.
7.3 Cancellations may affect the Practice’s Reliability Rate, with greater weighting applied to late, repeated or avoidable cancellations.
7.4 Cancellations caused by circumstances outside the Practice’s reasonable control may, at Ronda’s discretion, be excluded from the Reliability Rate calculation where the Practice provides reasonable supporting evidence.
7.5 If a Locum fails to attend a confirmed shift, the Practice must notify Ronda promptly through the Platform or by email to contact@ronda.vet.
7.6 In the event of a dispute between the Practice and a Locum, the Practice shall first attempt to resolve the dispute directly with the Locum.
7.7 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 Practice and a Locum.
7.8 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 Practice or the Locum.
8. REVIEWS AND FEEDBACK
8.1 The Practice may submit a review of a Locum within 6 weeks following completion of an Engagement.
8.2 Reviews will become visible at the earlier of:
a) the time both the Practice and the Locum have submitted their reviews; and
b) six weeks after completion of the relevant Engagement.
8.3 The Practice shall ensure that all reviews are honest, fair, accurate, constructive and based on genuine experience.
8.4 Reviews must not contain defamatory, discriminatory, abusive, offensive, confidential, clinically sensitive, excessive personal data or otherwise unlawful content.
8.5 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.
8.6 The Practice grants Ronda a perpetual, worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, display, publish and adapt reviews submitted by the Practice for Platform, operational, quality assurance and business purposes.
8.7 The Practice shall indemnify Ronda against all losses, claims, liabilities, costs and expenses arising from any review or content submitted by the Practice or its Staff Users.
8.8 Ronda does not endorse reviews and is not responsible for User-generated review content except to the extent required by Applicable Law.
9. RELIABILITY RATE
9.1 Ronda operates a Reliability Rate system for Practices and Locums to promote accountability, support informed decision-making and maintain Platform integrity.
9.2 A Practice’s Reliability Rate is calculated by Ronda by reference to the Practice’s cancellation history, including the frequency, timing and circumstances of cancellations.
9.3 Locum Reliability Rates are calculated by Ronda by reference to Locum cancellation history, including the frequency, timing and circumstances of cancellations.
9.4 Ronda may display a Practice’s Reliability Rate to Locums and may display Locum Reliability Rates to Practices.
9.5 Ronda may display aggregate, summary or contextual reliability information where Ronda considers this appropriate for Platform integrity or User decision-making.
9.6 Ronda will take reasonable steps to ensure that Reliability Rate information displayed on the Platform is accurate, fair and not misleading.
9.7 Where a Practice’s Reliability Rate falls below thresholds determined by Ronda from time to time, Ronda may:
a) reduce the visibility of the Practice’s posted Engagements;
b) restrict the Practice’s ability to post Engagements or confirm bookings;
c) restrict access to Platform features;
d) require the Practice to take remedial steps;
e) suspend the Practice’s Account; or
f) terminate the Practice’s Account.
9.8 Ronda will endeavour to notify the Practice 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, non-payment, misuse of the Platform or risk to Platform integrity.
9.9 A Practice may request a review of its 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.
9.10 Ronda may update the methodology, weighting and thresholds used to calculate Reliability Rates from time to time. Material changes will be notified to Practices through the Platform or by email.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 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.
10.2 Subject to compliance with these Terms, Ronda grants the Practice a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform solely for the Practice’s internal business purpose of identifying, communicating with and booking Locums through the Platform.
10.3 The Practice 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.
10.4 The Practice shall not remove, obscure or alter any copyright notice, trade mark notice or proprietary rights notice appearing on or within the Platform.
10.5 Any feedback, suggestions, ideas or recommendations provided by the Practice relating to the Platform may be used by Ronda without restriction or payment.
11. DISCLAIMERS AND LIMITATION OF LIABILITY
11.1 The Platform is provided on an “as is” and “as available” basis.
11.2 Ronda will use reasonable endeavours to maintain Platform availability but does not guarantee uninterrupted, secure, error-free or virus-free access.
11.3 Ronda may suspend, restrict or interrupt access to the Platform for maintenance, updates, repairs, security, compliance or operational reasons.
11.4 Ronda does not warrant that:
a) the Platform will meet the Practice’s requirements;
b) any Locum will be available, suitable, qualified or willing to accept an Engagement;
c) any Engagement will be performed to the Practice’s satisfaction;
d) any information provided by a Locum is complete, accurate or current; or
e) the Platform will generate any particular commercial outcome.
11.5 The Practice is solely responsible for conducting its own checks and due diligence on each Locum and for determining whether to engage that Locum.
11.6 Ronda shall not be liable for the acts, omissions, negligence, misconduct, non-attendance, clinical performance, professional performance, breach of duty or default of any Locum, except to the extent that any loss is directly caused by Ronda’s own fraud, negligence, wilful misconduct or breach of these Terms.
11.7 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.
11.8 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 Practice and a Locum.
11.9 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.
11.10 Subject to clause 11.9, 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; or
j) loss arising from any act or omission of a Locum, Practice, Staff User or third party.
11.11 Subject to clause 11.9, 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 Practice.
11.12 The limitations and exclusions in this clause 11 apply to the fullest extent permitted by law and shall survive termination of these Terms.
12. INDEMNITY
12.1 The Practice 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 Practice’s breach of these Terms;
b) the Practice’s breach of Applicable Law;
c) the Practice’s use or misuse of the Platform;
d) any content, posting, message, review or information submitted by the Practice or its Staff Users;
e) any claim by a Locum arising from the Practice’s acts, omissions, working arrangements, payment arrangements or Engagement terms;
f) any dispute between the Practice and a Locum;
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 failure by the Practice to pay a Locum;
i) any breach of data protection law by the Practice;
j) any breach of confidentiality by the Practice;
k) any off-platform engagement or attempted circumvention of the Platform; and
l) any breach of the Own Locum Pool requirements.
12.2 Ronda may control the defence and settlement of any claim covered by this indemnity. The Practice shall provide reasonable assistance and shall not settle any such claim without Ronda’s prior written consent.
13. MODIFICATIONS TO THE PLATFORM AND TERMS
13.1 Ronda may modify, update, suspend, discontinue or replace the Platform or any part of it at any time.
13.2 Ronda may amend these Terms from time to time.
13.3 Ronda will notify the Practice of material changes to these Terms by email, Platform notification or by posting the updated Terms on the Platform.
13.4 Subject to clause 13.5, material changes to these Terms or to Fees payable by the Practice shall take effect no earlier than 30 days after notice is given.
13.5 Ronda may make changes on shorter notice where required for legal, regulatory, tax, security, technical, fraud prevention, operational or Platform integrity reasons.
13.6 If the Practice does not accept a material change, it may terminate its Account before the change takes effect.
13.7 Continued use of the Platform after the effective date of any change constitutes acceptance of the updated Terms.
14. TERMINATION
14.1 The Practice may stop using the Platform at any time, subject to payment of all outstanding Fees and compliance with any surviving obligations.
14.2 Ronda may suspend, restrict or terminate the Practice’s Account immediately by notice if:
a) the Practice breaches these Terms;
b) the Practice fails to pay any amount due;
c) Ronda reasonably suspects misuse, fraud, circumvention or unlawful activity;
d) the Practice breaches the non-circumvention or Own Locum Pool provisions;
e) the Practice uses the Platform in a manner that may harm Ronda, Locums, Users or Platform integrity;
f) the Practice becomes insolvent, unable to pay its debts or subject to insolvency proceedings;
g) Ronda is required to do so by law or regulatory requirement; or
h) Ronda decides to discontinue the Platform or any relevant part of it.
14.3 Ronda may terminate or suspend the Practice’s Account for convenience on not less than 7 days’ written notice.
14.4 Upon termination, the Practice’s right to access and use the Platform shall cease immediately.
14.5 Termination shall not affect any accrued rights, remedies, obligations or liabilities existing at the date of termination.
14.6 The following provisions shall survive termination:
a) payment obligations;
b) audit and records obligations;
c) non-circumvention obligations;
d) Conversion Fee obligations;
e) confidentiality obligations;
f) data protection obligations;
g) intellectual property provisions;
h) liability limitations;
i) indemnities;
j) governing law and jurisdiction;
k) dispute and recovery cost provisions; and
l) any other provision which by its nature is intended to survive termination.
14.7 Following termination, Ronda will make available to the Practice, for 30 days, a downloadable export of the Practice’s booking history, completed shift records and invoices issued through the Platform, where technically available and lawful.
14.8 Ronda may withhold access to such export pending payment of outstanding sums, except to the extent prohibited by Applicable Law.
14.9 Clause 14.7 does not limit any rights of an individual data subject under applicable data protection law.
15. CONFIDENTIAL INFORMATION
15.1 The Practice shall keep Confidential Information confidential and shall not disclose it to any third party without Ronda’s prior written consent, except as expressly permitted by these Terms or required by law.
15.2 The Practice may disclose Confidential Information only to Staff Users who need to know it for the purpose of using the Platform and who are bound by confidentiality obligations no less protective than those in these Terms.
15.3 The Practice shall not use Confidential Information for any purpose other than lawful use of the Platform in accordance with these Terms.
15.4 Confidential Information includes Locum personal data, contact details, professional details, profiles, rates, availability, communications, reviews and Reliability Rates obtained through the Platform.
15.5 The Practice shall not use or disclose Confidential Information for off-platform engagement, solicitation, recruitment, marketing, database creation or any purpose that circumvents the Platform.
15.6 The confidentiality obligations in this clause do not apply to information that the Practice can demonstrate:
a) is or becomes public other than through breach of these Terms;
b) was lawfully known to the Practice before disclosure through the Platform;
c) is lawfully received from a third party without restriction; or
d) is independently developed without use of Confidential Information.
15.7 The obligations in this clause shall survive termination.
16. CONTACT INFORMATION
16.1 Questions about these Terms may be sent to:
Ronda Vet Locums Ltd
1 Kings Avenue
London
N21 3NA
United Kingdom
Email: contact@ronda.vet
Phone: 020 4539 4560
16.2 Formal notices must be given in accordance with clause 20.
17. DATA PROTECTION AND PRIVACY
17.1 Each party shall comply with all applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.
17.2 Unless otherwise agreed in writing, Ronda and the Practice each act as independent controllers in respect of personal data processed in connection with these Terms.
17.3 Ronda will process personal data in accordance with its Privacy Policy, as updated from time to time.
17.4 The Practice shall process personal data obtained through the Platform only for the purposes of assessing, arranging, managing, paying for and documenting lawful Engagements and complying with Applicable Law.
17.5 The Practice shall not use Locum personal data for marketing, recruitment campaigns, off-platform solicitation, database building, sale, sharing with third parties or any purpose incompatible with these Terms.
17.6 The Practice shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction or damage.
17.7 The Practice shall ensure that Staff Users are authorised, trained and subject to appropriate confidentiality obligations before accessing personal data through the Platform.
17.8 The Practice shall promptly notify Ronda if it becomes aware of any personal data breach affecting personal data obtained through the Platform.
17.9 The Practice shall provide reasonable assistance to Ronda in responding to data subject requests, regulatory enquiries or complaints relating to personal data processed in connection with the Platform.
17.10 The Practice shall not transfer personal data obtained through the Platform outside the United Kingdom except in compliance with applicable data protection laws.
17.11 The Practice shall not upload or transmit special category personal data, criminal offence data, patient owner data, animal clinical records or other sensitive information through the Platform unless strictly necessary and lawful.
17.12 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.
17.13 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.
17.14 The Practice shall ensure that its Staff Users are informed that Platform communications may be monitored, recorded, reviewed and analysed in accordance with these Terms and Ronda’s Privacy Policy.
17.15 The Practice shall not use the Platform’s communications tools to share personal data beyond what is necessary for arranging and managing Engagements.
17.16 On termination, the Practice shall delete or securely destroy Locum personal data obtained through the Platform unless retention is required by law or reasonably necessary for accounting, tax, legal, regulatory or dispute purposes.
18. FORCE MAJEURE
18.1 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.
18.2 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.
18.3 Ronda shall use reasonable endeavours to minimise the impact of any force majeure event on the Platform where practicable.
19. GOVERNING LAW AND JURISDICTION
19.1 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.
19.2 Subject to Ronda’s right to bring proceedings in any jurisdiction in which the Practice is incorporated, established, resident, carries on business or has assets, 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.
19.3 Where Ronda takes steps to recover any sums due under these Terms, the Practice 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.
20. NOTICES
20.1 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.
20.2 Notices to Ronda shall be sent to:
Ronda Vet Locums Ltd
1 Kings Avenue
London
N21 3NA
United Kingdom
Email: contact@ronda.vet
20.3 Notices to the Practice may be sent to the email address, postal address or Account contact details provided by the Practice on the Platform.
20.4 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.
20.5 This clause does not apply to the service of legal proceedings.
21. RELATIONSHIP OF THE PARTIES
21.1 Nothing in these Terms creates or shall be construed as creating any partnership, joint venture, employment relationship, agency relationship, fiduciary relationship or representative relationship between Ronda and the Practice.
21.2 Ronda has no authority to bind the Practice, and the Practice has no authority to bind Ronda.
21.3 Ronda is not a party to any contract, arrangement or Engagement between the Practice and a Locum.
21.4 The Practice shall not represent that Ronda is the employer, hirer, engager, supplier, employment agency, employment business, recruiter, representative or agent of any Locum or Practice.
22. ASSIGNMENT, TRANSFER AND SUBCONTRACTING
22.1 The Practice shall not assign, transfer, charge, subcontract or otherwise deal with any of its rights or obligations under these Terms without Ronda’s prior written consent.
22.2 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.
22.3 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.
23. ENTIRE AGREEMENT
23.1 These Terms, together with any documents expressly incorporated by reference, constitute the entire agreement between Ronda and the Practice relating to the Platform.
23.2 The Practice acknowledges that it has not relied on any statement, representation, assurance or warranty that is not expressly set out in these Terms.
23.3 Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.
24. SEVERANCE
24.1 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.
24.2 If such modification is not possible, the relevant provision shall be deemed deleted.
24.3 Any modification or deletion shall not affect the validity and enforceability of the remaining provisions.
25. WAIVER
25.1 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.
25.2 A waiver shall only be effective if given in writing and shall apply only to the circumstances for which it is given.
26. THIRD PARTY RIGHTS
26.1 Except as set out in clause 26.2, no person other than Ronda and the Practice shall have any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
26.2 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.
26.3 The consent of any third party is not required to vary, terminate or rescind these Terms.
27. ANTI-BRIBERY, SANCTIONS AND COMPLIANCE
27.1 The Practice shall comply with all applicable anti-bribery, anti-corruption, anti-money laundering, tax evasion prevention and sanctions laws.
27.2 The Practice 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.
27.3 Ronda may suspend or terminate the Practice’s Account immediately where Ronda reasonably considers that continued access may create legal, regulatory, sanctions, financial crime or reputational risk.
28. ACKNOWLEDGEMENT
28.1 By creating an Account, accessing the Platform, posting an Engagement, confirming a booking or otherwise using the Platform, the Practice acknowledges that it has read, understood and agrees to be bound by these Terms.
28.2 The Practice 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 or Engagement.