Platform Terms of Service

These Platform Terms of Service (“Terms”) govern your organisation's subscription to and use of the Omnijo platform (“Platform”), as well as the access and conduct of individual users.

By subscribing to the Platform, completing a checkout, signing an order form, or using the Platform, you agree to be bound by these Terms.

1. Platform Operator

The Platform is operated by:

Teacher Booker Limited (trading as “Omnijo”)
Company number: 10565524
Registered office: 64 Southwark Bridge Road, London, England, SE1 0AS
(“we”, “us”, “our”, “Omnijo”, “Supplier”)

2. Definitions

• “Authorised Users” means the individuals permitted by the Customer to access and use the Platform under the Customer's subscription.
• “Business Day” means a day other than a Saturday, Sunday, or public holiday in England.
• “Confidential Information” means any information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential, including business information, technical data, and customer data.
• “Customer” means the organisation subscribing to the Platform (the agency, business, or entity entering into these Terms).
• “Customer Data” means all data, including personal data, uploaded to or generated within the Platform by the Customer or Authorised Users.
• “Effective Date” means the date on which the Customer completes checkout, signs an Order Form, or first accesses the Platform (whichever is earliest).
• “Framework” means a procurement framework, dynamic purchasing system, or similar arrangement operated by a Framework Owner through which the Customer is approved to supply services.
• “Framework Access” means complimentary access to the Platform provided to the Customer as a condition of, or benefit arising from, their participation as a supplier on a Framework.
• “Framework Owner” means the organisation operating a Framework (such as a local authority, multi-academy trust, or other public sector body).
• “Normal Business Hours” means 9:00am to 5:00pm on Business Days.
• “Order Form” means any written agreement, quote, or checkout confirmation specifying the subscription details.
• “Seat” means an individual user licence within the Customer's subscription.
• “Subscription” means the Customer's right to access and use the Platform for the Subscription Term.
• “Subscription Fees” means the fees payable by the Customer for the Subscription.
• “Subscription Term” means the period for which the Customer has subscribed (monthly or annually), as specified in the Order Form.
• “Third Party Provider” means any third-party service integrated with or accessible through the Platform.
• “Virus” means any thing or device (including software, code, file, or programme) which may prevent, impair, or otherwise adversely affect the operation of any computer software, hardware, network, or the Platform.

3. Types of Access

3.1 Paid Subscription: The Customer may subscribe to the Platform by paying Subscription Fees as set out in Section 6. Full commercial terms in Part A apply.

3.2 Framework Access: Where the Customer is an approved supplier on a Framework, they may receive complimentary access to certain Platform features as part of their Framework participation. In such cases:

• Access is provided at no direct cost to the Customer (the Framework Owner may have a separate commercial arrangement with us)
• Sections 6 (Subscription Fees & Payment) and 7 (Subscription Term & Renewal) do not apply to the Customer directly
• Access is contingent on the Customer's continued participation as an approved supplier on the Framework
• Access may be limited to specific features, Seats, or functionality as determined by the Framework arrangement or us
• We may terminate or modify Framework Access if the Customer is removed from the Framework or if our arrangement with the Framework Owner ends

3.3 Upgrades: Customers with Framework Access may upgrade to a paid Subscription at any time to access additional features or Seats. Upon upgrading, the full commercial terms in Part A will apply.

3.4 Terms Apply to All: Regardless of access type, all provisions in Part B (User Access & Conduct) and Part C (General Terms) apply to all Customers and Authorised Users.

4. Licence Grant

4.1 Subject to these Terms, the Customer paying the Subscription Fees (where applicable), and the restrictions set out in this Section 4, we grant the Customer a non-exclusive, non-transferable right to permit the Authorised Users to access and use the Platform during the Subscription Term solely for the Customer's internal business operations.

4.2 The Customer may permit Authorised Users to access the Platform up to the number of Seats specified in the Order Form or checkout.

4.3 The Customer shall not, except as expressly permitted by these Terms or by law:

• Sublicense, resell, or provide access to the Platform to any third party
• Use the Platform on behalf of any other organisation without our consent
• Exceed the number of Seats purchased or agreed
• Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute the Platform
• Reverse engineer, decompile, or disassemble the Platform except to the extent permitted by applicable law
• Access the Platform to build a competing product or service
• Use the Platform to provide services to third parties (unless expressly permitted)
• License, sell, rent, lease, transfer, assign, or otherwise dispose of the Platform

4.4 Audit: We may audit the Customer's use of the Platform to verify compliance with these Terms, including the number of Authorised Users. The Customer shall cooperate with such audits and provide access to relevant records upon reasonable notice.

5. Our Obligations

5.1 Service Provision: We shall provide the Platform substantially in accordance with these Terms and use commercially reasonable endeavours to make the Platform available 24 hours a day, 7 days a week, except for:

• Scheduled maintenance (of which we shall give reasonable notice where possible)
• Emergency maintenance
• Circumstances beyond our reasonable control

5.2 Support: We shall provide support services during Normal Business Hours via email. Response times and service levels depend on the Customer's subscription tier.

5.3 Warranty: We warrant that the Platform will perform substantially in accordance with its documentation. This warranty does not apply where issues arise from Customer Data, third-party services, or use not in accordance with these Terms.

6. Subscription Fees & Payment

Note: This section applies to paid Subscriptions only. It does not apply to Customers with Framework Access (see Section 3.2).

6.1 Fees: The Customer shall pay the Subscription Fees as specified in the Order Form, checkout confirmation, or invoice. All fees are exclusive of VAT, which shall be payable in addition.

6.2 Payment Methods:

• Online Checkout: Payment by card via our payment processor (Stripe). Fees are charged in advance at the start of each billing period.
• Invoice: Where agreed in writing, payment is due within 30 days of the invoice date unless otherwise specified in the Order Form.

6.3 Late Payment: If the Customer fails to make any payment when due:

• We may charge interest on overdue amounts at 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment
• We may suspend access to the Platform until all outstanding amounts are paid
• The Customer shall pay all reasonable costs incurred in collecting overdue amounts

6.4 Price Changes: We may increase Subscription Fees upon renewal by giving at least 30 days' written notice prior to the renewal date. If the Customer does not accept the increase, they may terminate prior to renewal.

7. Subscription Term & Renewal

Note: This section applies to paid Subscriptions only. Framework Access duration is determined by the Framework arrangement (see Section 3.2).

7.1 Initial Term: The Subscription commences on the Effective Date and continues for the initial Subscription Term specified in the Order Form or checkout (monthly or annual).

7.2 Auto-Renewal: Unless either party gives written notice of non-renewal at least 30 days before the end of the current term, the Subscription shall automatically renew for successive periods equal to the initial term.

7.3 Changes: The Customer may upgrade their subscription at any time (additional fees apply immediately on a pro-rata basis). Downgrades take effect at the next renewal date.

8. Cancellation & Refunds

8.1 Cancellation by Customer (Self-Service Subscriptions):

• Monthly Subscriptions: Cancel at any time with 30 days' notice. Access continues until the end of the current billing period.
• Annual Subscriptions: Cancel by providing notice at least 30 days before the renewal date. The subscription continues until the end of the annual term. No pro-rata refunds are provided for early cancellation.

8.2 Cancellation by Us: We may terminate the subscription immediately by written notice if the Customer:

• Commits a material breach of these Terms which is not remedied within 14 days of notice
• Fails to pay any amount due under these Terms
• Becomes insolvent, enters administration, or ceases to carry on business

8.3 Effect of Termination: Upon termination or expiry:

• All rights granted under these Terms cease immediately
• The Customer shall pay all outstanding Subscription Fees
• The Customer may request export of their Customer Data within 30 days
• We may delete Customer Data after 90 days following termination
• Provisions intended to survive termination shall continue in force

9. Customer Obligations

The Customer shall:

• Ensure all Authorised Users comply with these Terms
• Maintain the security of login credentials and not permit credential sharing
• Ensure Customer Data complies with all applicable laws
• Obtain all necessary consents for the processing of personal data through the Platform
• Be responsible for procuring and maintaining network connections and equipment necessary to access the Platform
• Promptly notify us of any unauthorised access or security breach

The Customer is responsible for all activities under their Authorised Users' accounts and for any breach of these Terms by Authorised Users.

10. Permitted Use

The Platform may only be used:

• For legitimate workforce, recruitment, booking, compliance, or related business purposes
• In accordance with applicable laws and safeguarding requirements
• In accordance with the Customer's internal policies

The Platform must not be used:

• For any unlawful purpose or to promote illegal activity
• To misrepresent candidate availability, rates, compliance status, or approvals
• For private, personal, or non-authorised business activity
• To harass, abuse, defame, or send inappropriate communications
• To introduce or transmit any Virus or malicious code
• To interfere with or disrupt the Platform or its infrastructure

11. Safeguarding & Compliance

Where the Platform is used for workforce management involving children, vulnerable adults, or regulated activities:

• All safeguarding policies and legal requirements must be followed
• Compliance records must not be altered, misstated, or concealed
• Candidates known to be unsuitable, barred, or unverified must not be submitted for placement
• All required checks (DBS, references, right to work, qualifications) must be completed and verified before placement

Misuse may result in immediate suspension, termination, and referral to appropriate authorities including the DBS, professional bodies, or law enforcement.

12. System Integrity & Security

Users must not:

• Attempt to gain unauthorised access to the Platform, accounts, or systems
• Reverse engineer, decompile, or attempt to derive source code from the Platform
• Introduce any Virus or malicious code
• Interfere with system security, firewalls, or access controls
• Scrape, mine, or bulk extract Platform data
• Use automated tools, bots, or scripts to access the Platform without our written permission
• Probe, scan, or test vulnerabilities of the Platform

We monitor usage to ensure platform integrity and may take action against suspicious activity, including suspension and reporting to authorities.

13. Data Protection

13.1 Roles: The Customer is the Data Controller for personal data processed through the Platform. We act as Data Processor on the Customer's behalf in accordance with UK GDPR and the Data Protection Act 2018.

13.2 Our Processing Obligations: As Data Processor, we shall:

• Process personal data only on the Customer's documented instructions
• Ensure personnel with access are subject to confidentiality obligations
• Implement appropriate technical and organisational security measures
• Not engage sub-processors without prior written consent (a list of approved sub-processors is available on request)
• Assist the Customer in responding to data subject requests
• Assist the Customer with data protection impact assessments and prior consultations where required
• Notify the Customer without undue delay upon becoming aware of a personal data breach
• Delete or return all personal data upon termination (at the Customer's choice)
• Make available information necessary to demonstrate compliance and allow for audits

13.3 International Transfers: We shall not transfer personal data outside the UK unless appropriate safeguards are in place (such as Standard Contractual Clauses or adequacy decisions).

13.4 Data Processing Agreement: A detailed Data Processing Agreement forms part of these Terms and is available upon request.

14. Confidentiality

14.1 Each party shall keep confidential all Confidential Information of the other party and shall not disclose it to any third party without prior written consent, except:

• To employees, officers, agents, or advisers who need to know for the purposes of these Terms (and who are bound by equivalent confidentiality obligations)
• As required by law, court order, or regulatory authority
• Information that is or becomes publicly available (other than through breach)
• Information already known to the receiving party without restriction

14.2 This obligation shall continue for 5 years after termination of these Terms.

15. Third Party Providers

15.1 The Platform may integrate with or provide access to Third Party Providers (such as job boards, background check services, or communication tools).

15.2 Third Party Provider services are subject to their own terms and privacy policies. We are not responsible for the availability, accuracy, or content of Third Party Provider services.

15.3 The Customer's use of Third Party Provider services is at their own risk. We make no warranties regarding Third Party Providers and shall not be liable for any loss arising from their use.

16. Intellectual Property

16.1 Our IP: The Platform, including all software, designs, content, documentation, and underlying technology, remains our exclusive property (or that of our licensors). No rights are transferred except the limited licence granted in Section 4.

16.2 Customer Data: The Customer retains all rights in their Customer Data. The Customer grants us a non-exclusive, royalty-free licence to use Customer Data solely to provide and improve the Platform services.

16.3 Feedback: Any feedback, suggestions, or ideas provided by the Customer may be used by us without restriction, attribution, or compensation.

17. Disclaimer & No Employment Relationship

The Customer acknowledges and agrees:

• We are a technology provider only and do not employ, engage, or supply any workers
• We do not set pay rates, guarantee work, or manage employment relationships
• All employment and engagement relationships exist between workers and their employers/engagers only
• Use of the Platform does not create any agency, partnership, joint venture, or employment relationship with us
• The Customer is solely responsible for compliance with employment law, tax obligations, and worker rights

18. Limitation of Liability

18.1 Unlimited Liability: Nothing in these Terms excludes or limits either party's liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited by applicable law

18.2 Excluded Losses: Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, business, data, goodwill, or anticipated savings, whether in contract, tort, or otherwise.

18.3 Liability Cap: Subject to Sections 18.1 and 18.2, each party's total aggregate liability under these Terms shall not exceed the Subscription Fees paid or payable by the Customer in the 12 months preceding the claim.

18.4 Allocation of Risk: The limitations in this Section reflect the allocation of risk between the parties and the Subscription Fees payable.

19. Indemnification

19.1 Customer Indemnity: The Customer shall indemnify and hold us harmless from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• The Customer's breach of these Terms
• Misuse of the Platform by the Customer or their Authorised Users
• Customer Data or any claim that Customer Data infringes third-party rights
• The Customer's violation of applicable laws
• Any negligent or wrongful act or omission by the Customer or their Authorised Users

19.2 Supplier Indemnity: We shall indemnify the Customer against claims that the Platform infringes any UK intellectual property rights of a third party, provided the Customer promptly notifies us, gives us sole control of the defence, and cooperates as required.

20. Force Majeure

Neither party shall be liable for any failure or delay in performing obligations under these Terms (other than payment obligations) where such failure or delay results from circumstances beyond that party's reasonable control, including but not limited to:

• Acts of God, flood, earthquake, or natural disaster
• Epidemic or pandemic
• War, terrorism, civil unrest, or armed conflict
• Government action, sanctions, or embargoes
• Failure of third-party telecommunications or power supply
• Cyberattack or security incident affecting critical infrastructure

The affected party shall use reasonable endeavours to mitigate the effect of the force majeure event and resume performance as soon as practicable.

21. Termination & Suspension

21.1 Suspension: We may suspend the Customer's access to the Platform immediately without notice if:

• We reasonably believe the Customer is in material breach of these Terms
• Payment is overdue by more than 14 days
• We detect suspicious activity, security threats, or potential fraud
• Required by law, court order, or regulatory authority
• Necessary to protect the Platform, other customers, or third parties

21.2 Effect of Suspension: Suspension does not affect the Customer's payment obligations. We shall use reasonable endeavours to give notice before or promptly after suspension.

21.3 Termination Rights: Either party may terminate these Terms as set out in Section 8 (Cancellation).

22. Amendments

22.1 We may amend these Terms from time to time. Material changes will be notified via email to the Customer's registered contact or through an in-platform notice at least 30 days before taking effect.

22.2 If the Customer does not agree to the amended Terms, they may terminate their subscription before the changes take effect. Continued use of the Platform after changes take effect constitutes acceptance of the amended Terms.

23. General Provisions

23.1 Entire Agreement: These Terms, together with any Order Form, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings relating to the Platform.

23.2 Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

23.3 Waiver: No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise preclude further exercise.

23.4 Assignment: The Customer may not assign, transfer, or subcontract any rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any affiliate or successor in connection with a merger, acquisition, or sale of assets.

23.5 No Partnership: Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

23.6 Third Party Rights: These Terms do not confer any rights on any person other than the parties under the Contracts (Rights of Third Parties) Act 1999.

23.7 Notices: Notices under these Terms shall be in writing and sent to the email or postal address provided by each party. Notices are deemed received on the next Business Day if sent by email, or 2 Business Days after posting if sent by first-class post.

23.8 Governing Law: These Terms shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

24. Contact

For questions about these Terms, your subscription, or to request a Data Processing Agreement:

Email: hello@omnijo.com

Address: Teacher Booker Limited, 64 Southwark Bridge Road, London, England, SE1 0AS