Terms and Conditions

1. Introduction and Acceptance

1.1 These Terms and Conditions ("Terms") govern access to and use of the Requidex platform ("Platform"), including the web application, API services, worker portal, and all associated features and functionality, provided by REQUIDEX LIMITED ("Requidex", "we", "us", "our"), a company registered in England and Wales.

1.2 By registering for an account, accessing the Platform, or using any part of the Service, you ("Client", "User", "you") agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity.

1.3 We reserve the right to amend these Terms at any time. We will provide reasonable notice of material changes. Continued use of the Platform following such notice constitutes acceptance of the revised Terms.

2. Definitions

3. The Service

3.1 Platform Overview

Requidex provides a cloud-based recruitment and staffing management platform enabling Clients to:

• Raise, manage, and approve staffing Requisitions
• Manage Agencies and multi-tier supply chains
• Onboard, verify, and manage Workers and candidates
• Submit, review, and approve timesheets and expenses
• Generate and manage invoices, credit notes, and purchase orders
• Access data and analytics via dashboards, exports, and the Open API

3.2 User Roles

Access to Platform features is governed by role-based permissions. Roles include (without limitation): System Administrator, Company Administrator, Company Finance, Project Administrator, Project Approver, Project Finance, Project Requestor, Agency Administrator, Agency User, MSP User, and Worker. Clients are responsible for assigning appropriate roles to their Users.

3.3 Worker Portal

Workers may access a separate portal to submit and amend timesheets, authenticated via one-time passcode ("OTP"). Workers do not require a full platform account.

3.4 Open API

Access to the Open API is subject to additional terms set out in Section 11. The Open API provides read-only data access and is intended for integration with BI platforms, client systems, and data pipelines.

3.5 Availability

We target high availability but do not guarantee uninterrupted access. Planned maintenance will be communicated in advance where reasonably practicable. We shall not be liable for downtime outside our reasonable control.

4. Accounts and Access

4.1 Account Registration

Clients must provide accurate, complete, and current information when creating an account. You must promptly update your details if they change.

4.2 User Credentials

Users are responsible for maintaining the confidentiality of their login credentials. You must not share credentials or permit unauthorised access. You must notify us immediately if you suspect a breach of your account.

4.3 Multi-Factor Authentication

We offer multi-factor authentication ("MFA"). Clients with elevated data access are strongly encouraged to enforce MFA for all Users. We reserve the right to require MFA for certain roles or data access levels.

4.4 Single Sign-On

The Platform supports SSO. Clients are responsible for the configuration and security of their identity provider.

4.5 Inactive Accounts

User accounts that have been inactive for six (6) months or more may be deactivated automatically in accordance with our security policy.

4.6 Account Suspension

We reserve the right to suspend or terminate access where we reasonably believe there has been a breach of these Terms, misuse of the Platform, or a risk to the security or integrity of the service.

5. Client Responsibilities

5.1 Clients are responsible for:

• All activity conducted under their account, including that of their Users, Agencies, and MSPs
• Ensuring Users are appropriately trained and understand their obligations under these Terms
• The accuracy and legality of all data submitted to the Platform, including Worker personal data, rates, timesheet records, and financial information
• Configuring appropriate access controls, approval workflows, and cost code structures within their environment
• Ensuring that their use of the Platform complies with all applicable employment, payroll, tax, and data protection laws

5.2 Requisition Accuracy

Clients are solely responsible for the accuracy of Requisitions raised on the Platform, including start and end dates, rates, shift patterns, quantities, and site information. Requidex accepts no liability for loss arising from inaccurate or incomplete Requisitions.

5.3 Timesheet Approval

Clients are responsible for ensuring timesheets are reviewed and approved in a timely and accurate manner. Approved timesheets may form the basis of invoices raised through the Platform. Clients should not approve timesheets they have not verified.

5.4 Rates and Pay

Where the Platform is used to configure PAYE, CIS, or PSC rates, Clients are responsible for ensuring compliance with applicable legislation, including off-payroll working rules.

5.5 Compliance Responsibility

Requidex facilitates compliance tracking, document management, workflow visibility, and validation support, but does not guarantee that any Client, Supplier, User, Worker, Assignment, or engagement is compliant with applicable law, regulation, policy, or contractual obligation. Responsibility for legal compliance, validation of documentation, worker status, right-to-work checks, tax treatment, and suitability of any engagement remains with the relevant Client, Agency, Supplier, MSP, and other responsible parties.

6. Agency and Supply Chain Use

6.1 Agency Registration

Agencies may be invited to the Platform by a Client. By accepting an invitation, an Agency agrees to these Terms in respect of their use of the Platform.

6.2 Responding to Requisitions

Agencies may accept, reject, amend, or retract responses to Requisitions in accordance with the workflow available in the Platform. Agencies are responsible for the accuracy of the Workers and rates they submit.

6.3 Worker Submission

Agencies that submit Workers against Requisitions represent that they have appropriate permission to share the Worker's personal data with the Client via the Platform, and that Workers have been made aware of how their data is used.

6.4 Tiered Supply

The Platform supports multi-tier Agency relationships. The Client remains responsible for ensuring that all tiers of the supply chain comply with applicable employment and data protection law.

6.5 MSP Administration

MSPs may be granted administrative access on behalf of a Client. The Client retains ultimate responsibility for all Platform activity conducted by their appointed MSP.

6.6 Supplier Network and Contracting Position

The Platform may facilitate interactions between Clients, Agencies, Suppliers, MSPs, and Workers, including sourcing, onboarding, communication, timesheet workflows, and assignment management. Unless expressly agreed otherwise in writing, Requidex is not a party to any contract, engagement, or commercial arrangement entered into between a Client and any Agency, Supplier, MSP, or Worker, and is not responsible for the performance, acts, omissions, payment obligations, or disputes of any such party.

7. Worker Data and Candidate Management

7.1 The Platform stores personal data relating to Workers and candidates, which may include name, contact details, address, national insurance number, passport number, right-to-work documentation, bank details, trade qualifications, and competency records.

7.2 Clients and Agencies are responsible for ensuring they have a lawful basis for submitting Worker personal data to the Platform, and for providing Workers with appropriate privacy notices.

7.3 Worker identity documents uploaded to the Platform are subject to our document verification process. Validation outcomes are indicative only and do not constitute legal verification of right-to-work status. Clients remain responsible for right-to-work compliance under applicable law.

7.4 Access to sensitive Worker data fields, including national insurance numbers and passport numbers, is subject to role-based access controls configurable by the Client.

8. Invoicing and Financial Data

8.1 The Platform may generate invoices, credit notes, and applications for payment ("AfP") based on approved timesheet data. Clients are responsible for reviewing all financial documents prior to processing payment.

8.2 Purchase orders raised within the Platform are for workflow management purposes. Requidex does not act as a financial intermediary and is not a party to any payment obligation between a Client and an Agency or Worker.

8.3 Requidex accepts no liability for financial loss arising from incorrect timesheet data, rate configuration errors, or approval of inaccurate records by Client Users.

9. Intellectual Property

9.1 All intellectual property rights in the Platform, including software, design, trade marks, and content created by Requidex, remain the exclusive property of REQUIDEX LIMITED.

9.2 Clients retain ownership of all data they submit to the Platform ("Client Data"). By submitting Client Data, you grant Requidex a limited licence to store, process, and display that data solely for the purpose of providing the Service.

9.3 You must not copy, reverse-engineer, decompile, or create derivative works of any part of the Platform.

9.4 Clients may export their data from the Platform at any time using the available export tools.

10. Data Protection

10.1 Both parties shall comply with the UK General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018.

10.2 In respect of Client Data containing personal data, Requidex acts as a data processor and the Client acts as the data controller. Our processing activities are governed by the Data Processing Agreement ("DPA") incorporated into and forming part of these Terms.

10.3 Requidex processes data to provide and improve the Platform, including for hosting, security monitoring, error tracking, analytics, AI-assisted workflow support, and service administration.

10.4 The Platform is hosted on secure, enterprise-grade cloud infrastructure within the United Kingdom and/or European Economic Area. Any transfers of personal data outside the UK are subject to appropriate safeguards in accordance with UK GDPR.

10.5 We retain Client Data for the duration of the Subscription and for a period of up to 3-6 years thereafter, unless otherwise required by law or agreed in writing. Upon termination, you may request deletion of your data subject to our data retention obligations.

10.6 Workers have rights under UK GDPR including rights of access, rectification, erasure, and objection. Queries from Workers regarding their personal data should be directed to the relevant Client or Agency as data controller in the first instance.

11. Open API Terms

11.1 Access to the Requidex Open API is subject to separate API key authentication and is scoped to the Client's tenant data only.

11.2 The Open API is read-only. Clients must not attempt to use the API to write, modify, or delete data except where explicitly provided for in the API specification.

11.3 API usage is rate-limited and audited. Requidex reserves the right to suspend API access if usage is excessive, abusive, or in breach of these Terms.

11.4 Clients are responsible for the security of their API keys. Compromised keys must be reported immediately and revoked.

11.5 The Open API is versioned. Requidex will provide reasonable notice before deprecating any API version.

11.6 Requidex may monitor API usage and may suspend, restrict, throttle, rotate credentials, or revoke API access where we reasonably believe there has been misuse, a security risk, non-payment, unlawful activity, or a breach of these Terms. We may introduce or amend rate limits, concurrency thresholds, fair use controls, and technical protections at any time to protect the performance, integrity, and security of the Platform.

12. Confidentiality

12.1 Each party agrees to keep confidential any non-public information received from the other party in connection with the Platform and not to disclose it to any third party without prior written consent, except as required by law.

12.2 Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was already known to the receiving party prior to disclosure; or (c) is independently developed by the receiving party.

13. Limitation of Liability

13.1 To the maximum extent permitted by law, Requidex's total aggregate liability to the Client in respect of any claim arising out of or in connection with these Terms shall not exceed the total Subscription fees paid by the Client in the 28 days preceding the event giving rise to the claim.

13.2 Requidex shall not be liable for any: (a) loss of profits; (b) loss of revenue; (c) loss of data; (d) indirect or consequential losses; or (e) failure to realise anticipated savings, in each case whether or not Requidex was advised of the possibility of such losses.

13.3 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded.

14. Warranties and Disclaimers

14.1 Requidex warrants that it will provide the Platform with reasonable skill and care.

14.2 The Platform is provided "as is" in all other respects. We do not warrant that the Platform will be error-free or uninterrupted, or that it will meet any specific requirements beyond those agreed in writing.

14.3 Requidex does not provide legal, employment, tax, or financial advice. Nothing in the Platform or its outputs constitutes such advice.

14.4 Certain features of the Platform may use AI, automation, machine-assisted classification, rules engines, document analysis, recommendations, summaries, or alerts. Such outputs are advisory only and are provided to support operational workflows. They do not constitute legal, regulatory, employment, tax, or professional advice, and they must not be treated as a substitute for independent review or decision making by the Client, Agency, Supplier, MSP, or User.

14.5 Requidex does not warrant that AI-generated or automated outputs will be accurate, complete, unbiased, available, or suitable for any particular purpose. Customers remain solely responsible for reviewing outputs, exercising independent judgment, and making any final decisions or actions taken in reliance on the Platform.

15. Beta Features

15.1 From time to time, Requidex may make available alpha, beta, pilot, preview, early access, or evaluation features ("Beta Features"). Beta Features are provided for testing and evaluation purposes only and may be modified, suspended, or withdrawn at any time without notice.

15.2 Unless expressly agreed otherwise in writing, Beta Features are provided "as is" without warranty of any kind and may be subject to reduced security, availability, support, or functionality standards compared with generally available features.

15.3 Clients use Beta Features at their own risk and should not rely on Beta Features for production, business-critical, compliance-critical, payroll-critical, or safety-critical workflows unless expressly agreed in writing by Requidex.

16. General

16.1 Governing Law

These Terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

16.2 Entire Agreement

These Terms, together with the Order Form and DPA, constitute the entire agreement between the parties and supersede all prior representations, agreements, or understandings.

16.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force.

16.4 Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that right.

16.5 Assignment

Clients may not assign their rights or obligations under these Terms without prior written consent from Requidex. Requidex may assign its rights and obligations in connection with a merger, acquisition, or sale of assets.

16.6 Notices

Formal notices must be sent in writing to the addresses set out in the Order Form or to support@requidex.com.

16.7 Force Majeure

Requidex shall not be liable for any delay or failure to perform its obligations under these Terms to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, internet or telecommunications failures, denial of service attacks, failures of hosting or utility providers, governmental action, or changes in law or regulation.

16.8 Subcontractors and Subprocessors

Requidex may use subcontractors, cloud providers, subprocessors, and other service providers to deliver the Platform and related services, provided that Requidex remains responsible for their performance to the extent required by applicable law and any agreed DPA.

16.9 Audit and Cooperation

Each party shall provide such reasonable information and cooperation as may be necessary for the other party to exercise its rights or comply with its legal obligations under these Terms, including in relation to security incidents, data protection matters, regulatory inquiries, and dispute resolution, provided that any such request is proportionate and does not unreasonably interfere with business operations or disclose unrelated confidential information.

16.10 Export Controls and Sanctions

You must not access, use, export, re-export, or otherwise make available the Platform in breach of any applicable export control, trade, or sanctions laws. You represent and warrant that neither you nor, to your knowledge, your Users are subject to applicable sanctions restrictions that would make use of the Platform unlawful.

16.11 Business Use Only

The Platform is intended for business users in connection with recruitment, staffing, workforce management, and related enterprise workflows. It is not offered to consumers for personal, domestic, or household use, and consumer protection laws shall not apply to the fullest extent permitted by law.

For questions regarding these Terms, please contact us at support@requidex.com.