Part A — General Terms
The General Terms in Part A apply to all use of the FlexiWork platform, whether you are using the SaaS scheduling and wages product (Part B), the Agency Platform (Part C), or both.
1. About FlexiWork and These Terms
1.1 Who We Are
FlexiWork Ltd is a company incorporated in England and Wales (Company Number 17116161) with its registered office at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ. References in these Terms to "FlexiWork", "we", "our", or "us" are references to FlexiWork Ltd.
You can contact us at: legal@joinflexiwork.co.uk
1.2 What These Terms Cover
These Terms govern your access to and use of:
- The FlexiWork SaaS platform ("Rosta" and "Wages" modules) — a scheduling, time-tracking, and wage-calculation tool for shift-based businesses (described in Part B); and
- The FlexiWork Agency Platform — a managed service through which FlexiWork, acting as an employment business, supplies workers to fill shifts at client businesses (described in Part C).
These Terms also include Schedule 1 (Data Processing Agreement), which forms part of this contract.
1.3 Formation of Contract
A binding contract is formed when you tick the acceptance checkbox during registration and submit your sign-up form. If you are registering on behalf of a business, you confirm that you have authority to bind that business to these Terms. The individual completing registration is also personally bound to the extent they are acting as an authorised representative.
1.4 Business Customers Only
The FlexiWork platform is intended for use by businesses and individuals acting in a professional or commercial capacity. We do not contract with consumers acting outside any business, trade, or profession. By registering, you confirm that you are doing so for business purposes.
2. Definitions
In these Terms, the following words have the meanings set out below:
| "Account" | Your registered profile on the FlexiWork platform, created at sign-up. |
| "Agency Platform" | The service described in Part C by which FlexiWork supplies Workers to Employers as an employment business. |
| "Agreement" / "Terms" | These Terms of Service, including all Parts and Schedules. |
| "Authorised User" | Any employee, contractor, or representative of yours who you permit to access the platform under your Account. |
| "Booking" | A confirmed arrangement under the Agency Platform where FlexiWork has agreed to supply a named Worker for a specified Shift. |
| "Content" | Data, text, information, or materials that you upload, input, or submit to the platform. |
| "Customer" / "you" / "your" | The business or individual that has accepted these Terms and holds an Account. |
| "DPA" | The Data Protection Act 2018 (UK). |
| "Employer" | A Customer using the Agency Platform to engage Workers for Shifts. |
| "Fees" | All amounts payable by you under these Terms, including Subscription Fees and Agency Fees. |
| "Force Majeure Event" | Any event beyond a party's reasonable control, including pandemic, natural disaster, government action, or infrastructure failure. |
| "Holiday Pay" | Rolled-up holiday pay calculated at 12.07% of a Worker's basic pay in accordance with the Working Time (Amendment) (No. 2) Regulations 2023. |
| "Intellectual Property Rights" | Patents, rights to inventions, copyright, trade marks, trade secrets, database rights, and all other intellectual and industrial property rights. |
| "Platform" | The FlexiWork web application, associated mobile applications, APIs, and all related software, content, and infrastructure operated by FlexiWork Ltd. |
| "Platform Fee" | The fee charged by FlexiWork to the Employer for use of the Agency Platform, calculated as 15% of the Worker's total pay for a Shift (including Holiday Pay). See Clause 25. |
| "SaaS Service" | The software-as-a-service product described in Part B, comprising the Rosta scheduling module and Wages module. |
| "Shift" | A defined period of work posted by an Employer on the Agency Platform, specifying date, time, location, role, and pay rate. |
| "Subscription Fee" | The monthly or annual fee payable by you for access to the SaaS Service, as set out at the time of your sign-up and on our pricing page. |
| "Subscription Plan" | The tier of SaaS Service you have selected (Starter, Growth, Scale, or Enterprise). |
| "UK GDPR" | The retained EU General Data Protection Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended by the DPA 2018. |
| "Worker" | An individual engaged by FlexiWork Ltd under a contract of engagement to perform Shifts for Employers via the Agency Platform. Workers are engaged as "workers" for the purposes of the Employment Rights Act 1996 and the Working Time Regulations 1998. |
3. Eligibility and Registration
3.1 Eligibility
To register for and use the Platform, you must:
- be a business, sole trader, or individual acting in a professional or commercial capacity;
- be at least 18 years of age;
- have a valid business address in the United Kingdom;
- have legal authority to enter into binding contracts; and
- not be prohibited from using our services under applicable law or a previous suspension or ban imposed by FlexiWork.
3.2 Registration Information
When registering, you must provide accurate, current, and complete information. You agree to update your Account details promptly if any information changes. FlexiWork reserves the right to verify the information you provide and to request supporting documentation where reasonably necessary.
3.3 Multiple Accounts
Each business may hold one Account under these Terms. If you operate multiple venues or brands, they may be managed within a single Account. Creating multiple Accounts to circumvent restrictions or pricing is prohibited and grounds for immediate termination.
4. Account Security
You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account. You must:
- choose a strong, unique password and not share your credentials with third parties outside your authorised users;
- ensure that any Authorised User is aware of and complies with these Terms; and
- notify us immediately at legal@joinflexiwork.co.uk if you suspect any unauthorised access to your Account.
FlexiWork will not be liable for any loss or damage arising from unauthorised use of your Account where you have failed to take reasonable steps to protect your credentials.
5. Acceptable Use
5.1 Permitted Use
You may use the Platform only for lawful business purposes consistent with these Terms. You must use the Platform in accordance with all applicable laws and regulations.
5.2 Prohibited Conduct
You must not:
- use the Platform to post, transmit, or store unlawful, fraudulent, defamatory, or harmful content;
- attempt to gain unauthorised access to any part of the Platform or any related systems;
- use automated tools, bots, or scrapers to access or extract data from the Platform without our prior written consent;
- reverse engineer, decompile, or attempt to extract the source code of the Platform;
- resell, sublicence, or provide access to the Platform to third parties outside your own business without our written agreement;
- use the Platform in a way that adversely affects its performance or availability for other users;
- circumvent, disable, or interfere with any security or authentication feature of the Platform; or
- use the Platform to facilitate any activity that breaches the Employment Agencies Act 1973, the Conduct of Employment Agencies and Employment Businesses Regulations 2003, or any other applicable employment or labour law.
5.3 Consequences of Breach
If we reasonably believe you are in breach of this Clause 5, we may suspend or terminate your Account without notice. We reserve the right to report conduct to relevant regulatory authorities where required.
6. Intellectual Property
6.1 Our IP
All Intellectual Property Rights in the Platform, including all software, design, code, content, logos, trade marks, databases, and documentation, are owned by or licensed to FlexiWork Ltd. Nothing in these Terms transfers any such rights to you. Your right to use the Platform is a limited, non-exclusive, non-transferable licence that terminates when your Account is closed or these Terms end.
6.2 Your Content
You retain all Intellectual Property Rights in the Content you upload to the Platform. By uploading Content, you grant FlexiWork a limited, royalty-free licence to process, store, and display that Content solely for the purpose of providing the Platform services to you. We will not use your Content for any other purpose without your consent, except as required by law.
6.3 Feedback
If you provide feedback, suggestions, or ideas about the Platform, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose without obligation to you.
7. Payments and Third-Party Processors
All payments under these Terms are processed through a third-party payment processor. By providing payment details, you agree to the terms and conditions of that processor. FlexiWork is the merchant of record for Subscription Fees and, in respect of the Agency Platform, for all amounts collected from Employers. FlexiWork does not store full card numbers on its own systems.
All Fees are stated exclusive of VAT unless otherwise indicated. Where VAT is applicable, it will be added to your invoice at the prevailing rate.
Late or failed payments may result in suspension of access to the Platform until payment is received. FlexiWork reserves the right to charge statutory interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998.
8. Limitation of Liability
8.1 Cap on Liability
Subject to Clause 8.3, FlexiWork's total aggregate liability to you under or in connection with these Terms (whether in contract, tort including negligence, breach of statutory duty, or otherwise) shall not exceed the total Fees paid by you to FlexiWork in the six (6) months immediately preceding the event giving rise to the claim.
8.2 Excluded Losses
Subject to Clause 8.3, FlexiWork shall not be liable to you for any:
- loss of profits, revenue, or business;
- loss of anticipated savings;
- loss of data or corruption of data (beyond a reasonable cost of restoration);
- loss of goodwill or reputation; or
- indirect, consequential, or special loss,
in each case whether or not such loss was foreseeable and whether or not FlexiWork had been advised of the possibility of such loss.
8.3 Uncapped Liability
Nothing in these Terms limits or excludes liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- any liability that cannot lawfully be limited or excluded under applicable law.
8.4 Mitigation
You have a duty to take reasonable steps to mitigate any loss you suffer.
9. Indemnification
You agree to indemnify and hold FlexiWork, its directors, employees, and agents harmless from and against any claims, losses, damages, costs (including reasonable legal fees), and liabilities arising from:
- your breach of these Terms;
- your breach of any applicable law or regulation, including employment law, health and safety law, or anti-discrimination legislation;
- Content you upload to the Platform; or
- any third-party claim arising from your use of the Platform or your treatment of Workers at your premises.
10. Term and Termination
10.1 Duration
These Terms continue in force for so long as you hold an active Account, subject to earlier termination as set out below.
10.2 Termination by You
You may terminate these Terms at any time by cancelling your Account in accordance with Clause 17 (for SaaS) or by giving written notice to legal@joinflexiwork.co.uk (for Agency Platform-only Accounts). Termination takes effect at the end of your current billing period. No refund is payable for any unused portion of a billing period.
10.3 Termination by FlexiWork
FlexiWork may terminate these Terms immediately on written notice if:
- you commit a material breach of these Terms that is incapable of remedy, or that you fail to remedy within 14 days of written notice;
- you become insolvent, enter administration or liquidation, or make a voluntary arrangement with creditors;
- you engage in fraudulent, abusive, or illegal conduct; or
- we are required to do so by law or a regulatory authority.
FlexiWork may also terminate without cause on 30 days' written notice.
10.4 Effect of Termination
On termination:
- your right to access the Platform ceases immediately (or at the end of the notice period, as applicable);
- all outstanding Fees become immediately due;
- each party's accrued rights and remedies are preserved; and
- FlexiWork will retain your data in accordance with Schedule 1 and our Privacy Policy.
11. Amendments to These Terms
FlexiWork may amend these Terms from time to time. Where we make material changes, we will give you at least 30 days' written notice by email to the address registered on your Account. Your continued use of the Platform after the notice period constitutes acceptance of the amended Terms.
If you do not accept the amended Terms, you may terminate your Account before the amended Terms take effect, and we will refund any prepaid Fees relating to the period after termination.
12. General Provisions
12.1 Governing Law and Jurisdiction
These Terms and any dispute or claim arising from or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
12.2 Entire Agreement
These Terms (including all Parts and Schedules) constitute the entire agreement between you and FlexiWork in relation to its subject matter and supersede all prior agreements, representations, and understandings between the parties.
12.3 Severability
If any provision of these Terms is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions will continue in full force.
12.4 Waiver
No failure or delay by FlexiWork in exercising any right under these Terms operates as a waiver of that right. A waiver of any breach does not constitute a waiver of any subsequent breach.
12.5 No Partnership or Agency
Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
12.6 Third-Party Rights
These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999, except that Workers engaged under Part C may enforce their rights under Clause 24 directly against FlexiWork where applicable.
12.7 Force Majeure
Neither party shall be liable for delay or failure to perform obligations under these Terms to the extent caused by a Force Majeure Event, provided that the affected party notifies the other promptly and takes reasonable steps to mitigate the impact.
12.8 Notices
Notices under these Terms must be in writing. Notices to FlexiWork should be sent by email to legal@joinflexiwork.co.uk or by post to our registered office. Notices to you will be sent to the email address registered on your Account.
12.9 Complaints
If you have a complaint about our services, please contact us at legal@joinflexiwork.co.uk. We aim to respond to all complaints within 10 business days.
Part B — SaaS Platform Terms
Part B governs your use of the FlexiWork SaaS Service (the Rosta and Wages modules). Part B is supplemental to Part A; in the event of conflict between Part A and Part B, Part B prevails in respect of the SaaS Service.
13. Service Description
13.1 What the SaaS Service Includes
The SaaS Service is a cloud-based platform that provides, depending on your Subscription Plan:
- Rosta — shift scheduling, staff availability management, shift swap requests, digital clock in/out, task management, multi-site management, and mixed workforce management; and
- Wages — hours-by-rate calculation, configurable overtime and additional pay types, custom leave types and holiday accrual, and a wage-ready export for your payroll provider.
The Wages module calculates pay based on the rules you configure. It is not a payroll bureau and does not submit information to HMRC or process PAYE on your behalf. Full payroll submission functionality may be offered as a separate add-on in future, subject to separate terms.
13.2 Zero-Hours Compliance Tracking
The SaaS Service includes built-in tracking of work patterns for zero-hours workers to assist you in complying with the Employment Rights Act 2025 (as amended) and associated regulations. This tracking is automatic and does not require additional configuration. FlexiWork does not provide legal advice; you remain responsible for ensuring your employment practices comply with applicable law.
13.3 Modifications to the Service
FlexiWork may update, modify, or add features to the SaaS Service at any time. We will endeavour to notify you of significant changes in advance. We will not remove material functionality from a Subscription Plan without giving you at least 30 days' notice and the option to cancel without penalty.
14. Free Trial
New Customers are eligible for a 14-day free trial of the SaaS Service on the Subscription Plan they select. During the trial:
- you have access to all features of your selected plan;
- no payment card is required to start the trial;
- the trial begins on the date you complete registration; and
- the trial ends 14 days later, or earlier if you add a payment card and activate your subscription.
At the end of the 14-day trial period, if you have added a valid payment card to your Account, your subscription will activate automatically and your first billing period will begin. If you have not added a payment card, your Account will be paused. Your data will be retained for a further 30 days, after which it may be deleted in accordance with Schedule 1.
Each business is entitled to one free trial only. We reserve the right to refuse or terminate a trial if we reasonably believe it is being abused.
15. Subscription Plans and Pricing
15.1 Plans
The SaaS Service is offered on a tiered basis. Worker counts refer to your total workforce across all venues:
| Plan | Worker Count |
|---|---|
| Starter | Up to 15 workers |
| Growth | Up to 50 workers |
| Scale | Up to 150 workers |
| Enterprise | 150+ workers (by agreement) |
The Subscription Fee for each plan, the available billing periods (monthly or annual), and any early access or promotional pricing then in effect are set out on our pricing page at joinflexiwork.co.uk/#pricing at the time of your sign-up. The Fee shown to you and confirmed at registration is the Fee that applies to your subscription, subject to Clause 16.
All plans include unlimited venues, the Rosta module, the Wages module, and zero-hours compliance tracking. Agency Platform access is available as an additional feature and is governed by Part C.
15.2 Subscription Billing
Subscription Fees are billed in advance, starting from the date your subscription activates. For monthly plans, payment is collected automatically from your registered payment method on each monthly anniversary of your subscription start date. For annual plans, the full annual Fee is collected at activation and on each subsequent annual anniversary.
15.3 Failed Payments
If a payment fails, we will notify you by email and attempt to collect payment again within 7 days. If payment continues to fail after a further 7 days, we may suspend access to the SaaS Service until payment is received. Suspension does not waive our right to the outstanding Fee.
16. Price Lock and Pricing Changes
16.1 Promotional and Early Access Pricing
From time to time, FlexiWork may offer promotional pricing or early access discounts on Subscription Fees. The specific terms of any such offer — including the discount, the duration for which it applies, and any eligibility conditions — will be stated on our pricing page and confirmed to you at the time you sign up. Once you accept an offer, those promotional terms become part of your subscription and will not be reduced for the period stated. When the promotional period ends, your Subscription Fee will move to the standard rate for your plan and billing period, as identified at sign-up.
16.2 12-Month Price Lock
The standard Subscription Fee that applies to your plan and billing period (as identified at sign-up) is locked for 12 months from the date your free trial begins. During this 12-month period, we will not increase your standard Subscription Fee. The lock applies to the per-plan rate; it does not restrict us from adjusting prices for customers joining after your lock period begins.
16.3 Pricing Changes After Lock Period
After your 12-month lock period expires, FlexiWork may change Subscription Fees by giving you at least 60 days' written notice by email. If you do not wish to continue at the new price, you may cancel your subscription before the new price takes effect without penalty, and we will issue a prorated refund for any prepaid period beyond your cancellation date.
17. Cancellation
17.1 How to Cancel
You may cancel your SaaS subscription at any time from your Account dashboard or by emailing legal@joinflexiwork.co.uk.
17.2 When Cancellation Takes Effect
For monthly plans, cancellation takes effect at the end of your current billing month. For annual plans, cancellation takes effect at the end of the annual term. You retain access to the SaaS Service until that date. No refund is payable for the period between your cancellation request and the end of the billing term.
17.3 No Cancellation Fees
There are no cancellation fees and no lock-in periods beyond the current billing term. You may cancel at any time.
17.4 Data After Cancellation
Following cancellation, your data will be retained for 30 days, during which you may request a data export. After 30 days, your data will be deleted in accordance with Schedule 1, unless applicable law requires us to retain it for longer.
18. Your Content and Data
18.1 Responsibility for Content
You are solely responsible for all Content you upload to the Platform, including employee and worker data, shift information, pay rates, and any documents. You must ensure that your Content is accurate and that you have all necessary rights and permissions (including under data protection law) to upload it.
18.2 Data Processing
Where you use the SaaS Service to manage data about your staff, FlexiWork processes that data as a data processor acting on your instructions. The terms on which we process personal data are set out in Schedule 1 (Data Processing Agreement), which forms part of these Terms.
19. Service Availability and Support
19.1 Availability
FlexiWork targets high availability for the SaaS Service but does not guarantee 100% uptime. We will use reasonable endeavours to carry out maintenance outside of peak hours and to notify you in advance of planned downtime where possible.
19.2 Support
Email support is available to all Customers at info@joinflexiwork.co.uk. Growth and Scale plan Customers receive priority response. Enterprise Customers receive dedicated support under separately agreed terms. We aim to respond to all support queries within 2 business days.
19.3 No Liability for Downtime
Subject to Clause 8.3, FlexiWork shall not be liable for any loss or damage caused by unavailability of the SaaS Service due to maintenance, technical failure, or circumstances outside our reasonable control.
20. Warranties and Disclaimers (SaaS)
FlexiWork warrants that the SaaS Service will perform materially in accordance with any documentation provided, under normal use. FlexiWork does not warrant that:
- the SaaS Service will be error-free or uninterrupted;
- the Wages module will produce outputs that are compliant with your specific employment contracts or HMRC requirements (you remain responsible for verifying payroll accuracy); or
- the zero-hours compliance tracking will ensure your full compliance with applicable law (you remain responsible for your employment law obligations and should seek legal advice where needed).
All other warranties, express or implied, are excluded to the maximum extent permitted by applicable law, including the implied terms as to satisfactory quality and fitness for purpose in the Supply of Goods and Services Act 1982.
Part C — Agency Platform Terms
Part C governs your use of the FlexiWork Agency Platform. The Agency Platform is currently available on a waitlist basis and will be activated on your Account when it launches. Part C is supplemental to Part A; in the event of conflict between Part A and Part C, Part C prevails in respect of the Agency Platform.
The Agency Platform is currently in development and available to join on a waitlist basis. These terms become operative when FlexiWork activates Agency Platform access on your Account. FlexiWork will notify you in writing before activation and may ask you to confirm acceptance of Part C at that time.
21. Employment Business Status
21.1 FlexiWork as Employment Business
When operating the Agency Platform, FlexiWork Ltd acts as an employment business for the purposes of the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003 ("the Conduct Regulations"). FlexiWork introduces and supplies Workers to work for Employers under the direction and supervision of those Employers.
21.2 Regulatory Status
FlexiWork operates in compliance with the Conduct Regulations. Our obligations to Workers (including provision of written terms) and to Employers (including provision of this agreement) are as required by those Regulations.
21.3 No Employment Business Licence Required
The Employment Agencies Act 1973 does not require a licence to operate an employment business. However, FlexiWork confirms that it operates in compliance with all applicable requirements, including those administered by the Employment Agency Standards Inspectorate.
22. How the Agency Platform Works
22.1 Overview
The Agency Platform operates as follows:
- You (as Employer) post a Shift on the Platform, specifying the date, time, location, role, skills required, and hourly pay rate.
- Workers registered with FlexiWork see the Shift and may apply.
- You review Worker profiles and approve a Worker for the Shift.
- FlexiWork confirms the Booking in writing to both you and the Worker.
- The Worker attends and performs the Shift under your direction and supervision.
- The Worker clocks in and out digitally; a timesheet is generated automatically.
- You review and approve the timesheet within 24 hours. If no action is taken within 24 hours, the timesheet is auto-approved.
- FlexiWork processes payment to the Worker and invoices you for the total amount due (Worker pay plus Platform Fee). See Clause 25.
22.2 Free to Join
Access to the Agency Platform is free of charge. No subscription is required to post Shifts or use the Agency Platform. The Platform Fee (Clause 25) is charged only when a Booking is completed and a Worker is paid.
22.3 Shift Posting Requirements
Each Shift posting must include:
- date, start time, and end time (or expected duration);
- full location address;
- a clear and accurate description of the role and tasks;
- any specific skills, certifications, or requirements;
- the hourly pay rate (which must not be less than the applicable National Minimum Wage or National Living Wage rate); and
- any workplace-specific rules or dress code requirements.
You must not post Shifts for unlawful purposes, discriminatory roles (unless a genuine occupational requirement applies), or work that poses an unreasonable risk to safety without appropriate disclosure.
23. Employer Obligations (Agency)
23.1 Supervision and Direction
Workers are supplied to work under your direction and supervision for the duration of a Shift. You are responsible for briefing the Worker on their tasks, providing a safe working environment, and treating the Worker with dignity and respect. FlexiWork does not supervise Workers during Shifts.
23.2 Health and Safety
You must comply with all applicable health and safety legislation, including the Health and Safety at Work etc. Act 1974 and the Management of Health and Safety at Work Regulations 1999. You must carry out and share any relevant risk assessments with Workers before or at the start of each Shift. You must provide any personal protective equipment required for the role.
23.3 Right to Work
FlexiWork takes reasonable steps to verify that Workers have the right to work in the United Kingdom before registering them on the Platform. However, you must not rely solely on FlexiWork's checks as fulfilment of your own right-to-work obligations under the Immigration, Asylum and Nationality Act 2006. If you have any concerns about a Worker's right to work, you must contact FlexiWork before the Shift commences.
23.4 Non-Solicitation
During the period of a Booking and for 12 weeks following the last Shift worked by a Worker at your premises, you must not directly engage that Worker (whether as an employee, worker, or contractor) without FlexiWork's prior written consent. If you wish to engage a Worker directly, you may do so subject to payment of an introduction fee as agreed with FlexiWork at that time.
23.5 Accuracy of Information
You warrant that all information provided in a Shift posting is accurate, complete, and not misleading. If you become aware of any inaccuracy after posting, you must update the Shift details immediately.
23.6 Equal Treatment
You acknowledge that Workers may, following 12 continuous weeks in the same role with you, be entitled to the same basic working and employment conditions as your directly employed staff doing the same or similar work, under the Agency Workers Regulations 2010. FlexiWork will notify you when a Worker is approaching or has reached this qualifying period, and you must cooperate with FlexiWork to ensure compliance.
24. Worker Status and Pay
24.1 Worker Status
Workers engaged through the Agency Platform are engaged by FlexiWork Ltd as "workers" within the meaning of section 230(3)(b) of the Employment Rights Act 1996. Workers are not employees of FlexiWork Ltd and are not your employees. Workers have the following statutory rights (administered by FlexiWork):
- the right to receive at least the applicable National Minimum Wage or National Living Wage;
- the right to paid annual leave under the Working Time Regulations 1998;
- protection under the Working Time Regulations (including maximum working hours and rest break entitlements); and
- any other rights applicable to workers under UK law.
24.2 Holiday Pay — Rolled-Up
Workers' holiday pay is calculated on a rolled-up basis at a rate of 12.07% of their basic pay for each Shift, in accordance with the Working Time (Amendment) (No. 2) Regulations 2023. This amount is included in the pay rate shown on each Shift posting and is paid to the Worker at the same time as their basic pay. Employers are not required to pay additional amounts for holiday pay beyond those included in the Platform Fee calculation.
24.3 National Minimum Wage
You must not post Shifts at a pay rate that would result in the Worker receiving less than the applicable National Minimum Wage or National Living Wage rate after accounting for any deductions. FlexiWork reserves the right to reject Shift postings that appear to fall below the legal minimum.
24.4 No Employment Relationship with You
No employment relationship exists between you and any Worker by reason of these Terms or any Booking. You must not represent to any Worker that they are your employee or create any impression of an employment relationship. If any Worker successfully claims employment status from you as a result of your conduct, you agree to indemnify FlexiWork for any costs or liabilities arising from that claim.
25. Agency Platform Fees and Payment Flow
25.1 Platform Fee
FlexiWork charges a Platform Fee of 15% of the Worker's total pay for each completed Shift. For clarity, the Worker's total pay includes the base hourly rate multiplied by hours worked, plus the rolled-up Holiday Pay at 12.07%. The Platform Fee is calculated on the combined total.
Example calculation
Worker hourly rate: £14.00
Hours worked: 8
Basic pay: £112.00
Holiday Pay (12.07%): £13.52
Worker total pay: £125.52
Platform Fee (15%): £18.83
Total charged to Employer: £144.35
Amount paid to Worker: £125.52
25.2 Payment Flow
The payment process works as follows:
- Following timesheet approval (or auto-approval after 24 hours), FlexiWork generates an invoice to you for the total amount due.
- You pay the invoice in full within the payment terms stated on the invoice (standard: 7 days).
- FlexiWork processes the Worker's pay via payroll on a weekly basis, covering all Shifts completed in the preceding week.
- Workers are paid directly by FlexiWork Ltd. You have no direct payment obligation to Workers.
25.3 No Upfront Escrow
The Agency Platform does not require upfront escrow funding. You will be invoiced following Shift completion. FlexiWork reserves the right to require advance payment or a deposit from Employers with a history of late payment or failed payments.
25.4 Late Payment
Invoices not paid within the stated payment terms will accrue statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate. Persistent late payment may result in suspension of your Agency Platform access.
25.5 VAT
All Fees are stated exclusive of VAT. Where applicable, VAT will be added to invoices at the prevailing rate.
26. Cancellations and No-Shows (Agency)
26.1 Employer Cancellation
You may cancel a confirmed Booking subject to the following:
- More than 24 hours before the Shift: You may cancel at no charge. The Worker will be notified promptly.
- Between 4 and 24 hours before the Shift: A cancellation charge equal to 2 hours' pay at the agreed rate (plus Holiday Pay) is payable to compensate the Worker.
- Less than 4 hours before the Shift start: A cancellation charge equal to 4 hours' pay at the agreed rate (plus Holiday Pay), or the full Shift payment if the Shift was shorter than 4 hours, is payable.
The Platform Fee is not refundable on cancellations within 24 hours. FlexiWork will invoice you for any applicable cancellation charge.
26.2 Worker No-Shows
If a Worker fails to attend a confirmed Shift without reasonable excuse:
- FlexiWork will investigate and, where appropriate, remove the Worker from the Platform.
- No payment is due for hours not worked.
- We will endeavour to find an alternative Worker where time permits, but cannot guarantee replacement cover.
26.3 Worker Cancellation
Workers may cancel a Booking with more than 24 hours' notice without penalty. If a Worker cancels within 24 hours, FlexiWork will use reasonable endeavours to source a replacement. No cancellation charge applies to you for Worker-initiated cancellations with reasonable notice.
26.4 Force Majeure
No cancellation charge applies where a Shift is cancelled due to a Force Majeure Event. The party invoking force majeure must provide reasonable evidence of the event.
27. Warranties and Liability (Agency)
27.1 FlexiWork's Warranty
FlexiWork warrants that it will exercise reasonable care and skill in operating the Agency Platform, vetting Workers, and processing payments. FlexiWork does not warrant or guarantee:
- the suitability, performance, qualifications, or conduct of any Worker;
- that a Worker will be found for any given Shift;
- that Workers will have any specific experience beyond what their profile indicates; or
- that Workers will pass any sector-specific licensing or certification check beyond those FlexiWork has carried out.
27.2 Your Responsibility for Worker Conduct
Because Workers operate under your direction and supervision during a Shift, you are responsible for managing their conduct and performance during that Shift. If a Worker's performance is unsatisfactory, you should address this during the Shift and report it to FlexiWork after the Shift via the Platform or by emailing info@joinflexiwork.co.uk. FlexiWork's liability for Worker performance is limited to the remedies set out in Clause 8.
27.3 Limitation of Liability (Agency)
The limitation of liability in Clause 8 applies to the Agency Platform. In addition, FlexiWork shall not be liable for any claim arising from an Employer's failure to comply with health and safety obligations, right-to-work obligations, or the Agency Workers Regulations 2010.
Schedule 1 — Data Processing Agreement
Between FlexiWork Ltd (Processor) and Customer (Controller)
This Data Processing Agreement ("DPA") is incorporated into and forms part of the Terms of Service. It governs the processing by FlexiWork Ltd of personal data on behalf of the Customer in connection with the SaaS Service. This DPA does not apply to personal data that FlexiWork Ltd processes as a data controller in its own right (such as Account registration data), which is governed by our Privacy Policy.
DPA 1. Definitions
In this DPA, the following terms have the meanings given below. Terms not otherwise defined here have the meanings given in the main Terms of Service.
| "Controller" | The Customer, who determines the purposes and means of processing of Customer Personal Data. |
| "Customer Personal Data" | Personal data (as defined in UK GDPR) relating to the Customer's staff, workers, or job applicants, which the Customer uploads or inputs into the SaaS Service. |
| "Data Protection Laws" | The UK GDPR, the DPA 2018, and any subordinate legislation or guidance issued by the ICO, as amended from time to time. |
| "ICO" | The Information Commissioner's Office, the UK supervisory authority for data protection. |
| "Personal Data Breach" | A breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Personal Data. |
| "Processor" | FlexiWork Ltd, which processes Customer Personal Data on behalf of the Controller. |
| "Processing" | Any operation performed on personal data, including collection, storage, retrieval, use, disclosure, and deletion. |
| "Sub-processor" | Any third party engaged by FlexiWork Ltd to process Customer Personal Data on its behalf. |
DPA 2. Roles and Responsibilities
The parties acknowledge that in relation to Customer Personal Data:
- the Customer is the Controller and determines the purposes and means of processing; and
- FlexiWork Ltd is the Processor and processes Customer Personal Data only on the documented instructions of the Controller, as set out in this DPA and the main Terms.
Note: FlexiWork Ltd is also a data controller in its own right for data it collects during Account registration, billing, and general platform administration. That processing is governed by FlexiWork's Privacy Policy, not this DPA.
DPA 3. Details of Processing
The following describes the processing carried out under this DPA:
| Subject matter | Operation of the SaaS Service (scheduling, time-tracking, and wage calculation) for the Customer's shift-based workforce. |
| Duration | For the term of the Agreement and, following termination, until data is deleted in accordance with DPA 8. |
| Nature and purpose | Collection, storage, organisation, retrieval, use, and deletion of Customer Personal Data for the purpose of enabling the Customer to manage staff schedules, attendance, and wage calculations. |
| Type of personal data | Names; contact details (work email, phone); shift and attendance records; contracted hours and pay rates; leave records; clock-in/out timestamps; any other workforce data uploaded by the Customer. |
| Categories of data subjects | The Customer's directly employed staff, zero-hours workers, and any other individuals whose data the Customer uploads to the SaaS Service. |
DPA 4. Processor Obligations
DPA 4.1 Instructions
FlexiWork Ltd shall process Customer Personal Data only on the documented instructions of the Customer, which are set out in this DPA and the main Terms. If FlexiWork Ltd is required by applicable law to process Customer Personal Data in a way not covered by those instructions, it shall notify the Customer before processing (unless prohibited by law).
DPA 4.2 Confidentiality
FlexiWork Ltd shall ensure that all personnel authorised to process Customer Personal Data are subject to appropriate obligations of confidentiality (whether contractual or statutory).
DPA 4.3 Security
FlexiWork Ltd shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of the processing, including:
- encryption of Customer Personal Data at rest and in transit;
- access controls restricting access to Customer Personal Data to authorised personnel only;
- regular testing and evaluation of the effectiveness of security measures; and
- processes for ensuring ongoing confidentiality, integrity, availability, and resilience of processing systems.
DPA 4.4 Assistance with Data Subject Rights
FlexiWork Ltd shall, taking into account the nature of the processing, provide reasonable assistance to the Customer in responding to requests from data subjects exercising their rights under Data Protection Laws (including rights of access, rectification, erasure, restriction, portability, and objection). FlexiWork Ltd will promptly forward any request it receives directly from a data subject to the Customer, unless it is legally required to respond directly.
DPA 4.5 Assistance with Compliance Obligations
FlexiWork Ltd shall provide reasonable assistance to the Customer in ensuring compliance with obligations under Data Protection Laws, including in relation to security, breach notification, data protection impact assessments, and prior consultation with the ICO.
DPA 4.6 Audit Rights
FlexiWork Ltd shall make available to the Customer all information reasonably necessary to demonstrate compliance with this DPA and shall permit audits by the Customer or a third-party auditor mandated by the Customer, subject to reasonable advance notice and agreement on scope, timing, and cost. FlexiWork Ltd may satisfy this obligation by providing a relevant third-party audit report or certification (such as ISO 27001 or SOC 2, if and when obtained).
DPA 5. Sub-processors
DPA 5.1 Authorised Sub-processors
The Customer provides general authorisation for FlexiWork Ltd to engage sub-processors to assist in providing the SaaS Service. FlexiWork Ltd currently engages sub-processors in the following categories:
- Cloud infrastructure and data hosting (UK-based storage);
- Transactional email delivery services;
- Payment processing services.
A current list of specific sub-processors is available on request at legal@joinflexiwork.co.uk.
DPA 5.2 New Sub-processors
FlexiWork Ltd shall notify the Customer at least 14 days before engaging any new sub-processor that will process Customer Personal Data. The Customer may object to a new sub-processor on reasonable, documented data protection grounds within 7 days of the notification. If no agreement can be reached, the Customer may terminate the Agreement on 30 days' written notice without penalty.
DPA 5.3 Sub-processor Obligations
FlexiWork Ltd shall ensure that any sub-processor is bound by data protection obligations that are at least equivalent to those set out in this DPA. FlexiWork Ltd remains fully liable to the Customer for the acts and omissions of its sub-processors.
DPA 6. International Transfers
FlexiWork Ltd shall not transfer Customer Personal Data outside the United Kingdom unless:
- the transfer is to a country, territory, or organisation that provides an adequate level of protection as recognised by the UK Government under the DPA 2018;
- the transfer is covered by an appropriate safeguard such as the UK International Data Transfer Agreement (IDTA) or UK Addendum to the EU Standard Contractual Clauses; or
- the Customer has given explicit, informed consent to the transfer.
FlexiWork Ltd shall notify the Customer if it intends to transfer Customer Personal Data outside the UK and shall provide information about the safeguards in place.
DPA 7. Personal Data Breaches
FlexiWork Ltd shall notify the Customer without undue delay, and in any event within 72 hours of becoming aware, of a Personal Data Breach affecting Customer Personal Data. The notification shall include:
- a description of the nature of the breach, including the categories and approximate number of data subjects affected;
- the likely consequences of the breach;
- the measures taken or proposed to address the breach; and
- contact details of FlexiWork's data protection contact.
The Customer is responsible for notifying the ICO and affected data subjects where required under Data Protection Laws. FlexiWork Ltd shall provide reasonable assistance to the Customer in making such notifications.
DPA 8. Retention and Deletion
On termination of the Agreement, or on earlier written request from the Customer, FlexiWork Ltd shall (at the Customer's election):
- delete or anonymise all Customer Personal Data within 30 days of the date of termination or request; or
- return all Customer Personal Data to the Customer in a commonly used, machine-readable format within 30 days, and thereafter delete it.
FlexiWork Ltd may retain Customer Personal Data for longer where required to do so by applicable law (for example, for tax or accounting purposes). Where FlexiWork Ltd retains data beyond the 30-day period on this basis, it shall limit the retained data to the minimum necessary and shall continue to protect it in accordance with this DPA.
DPA 9. Liability Under This DPA
The liability of each party under this DPA is subject to the limitations set out in Clause 8 of the main Terms. Each party shall be liable for breaches of this DPA that it causes. Where a party is liable for a breach caused in part by the other party's instructions or conduct, liability shall be apportioned according to each party's degree of responsibility.
— End of Terms of Service and Schedule 1 —