Welcome to Temper! Thank you for using our platform.
Below are the terms and conditions that always apply between Temper and your company as a client for the use of the Temper platform. By using the Temper platform and clicking the “I Accept” box, you confirm that you agree with these terms and conditions.
These terms and conditions may change from time to time. The applicable terms and conditions are always available on the Temper platform. Therefore, we recommend that you review them regularly.
Temper is UK Temper Ltd, with its registered office at Oak House, Tanshire Park, Shackleford Road, Elstead, Surrey, United Kingdom, GU8 6LB. Temper is registered with the Companies House in England under number 14215913 (with VAT registration number 425255900).
We are a tech company that provides freelance flexworkers (FreeFlexers) and clients with an online platform, supported by advanced tools, where they can connect to arrange for the performance of shift-based assignments.
You can contact Temper at [email protected].
If you need the services of a FreeFlexer, you can post a 'shift' on the Temper platform. FreeFlexers can then respond to your offer. When they respond, you can view their Profile, which includes information about their experience, expertise, and references.
Once you have chosen one or more FreeFlexers for the relevant Shift, you will be put in contact with the FreeFlexer(s) so you can agree on the terms and conditions under which you will work together. You record that agreement in an assignment agreement.
Temper is not a party to that assignment agreement, and only facilitates the contact between you and the FreeFlexer(s). Temper also supports both the FreeFlexer and the client in establishing the assignment, for example, by making a template available for the assignment agreement. Of course, you are also free to use a different format, provided certain Minimum Terms (as defined in Article 10.1) are included in your agreement with the FreeFlexer.
Temper ensures that clients and FreeFlexers can connect and Temper facilitates – via the platform – the establishment of the assignment. That is all. This means that Temper – among other things – does not manage or give instructions to FreeFlexers, does not monitor and evaluate the implementation of the assignment, does not pay a fee, and does not in any way determine how, when and by whom the work is performed. These are all matters that the client arranges directly with the FreeFlexer.
The FreeFlexer is a self-employed contractor (who carries out a Shift for you as he or she sees fit) and nothing in these terms and conditions is intended to suggest that the FreeFlexer is an employee, worker, shareholder, director, officer, agent and/or partner of the Client. In short, the way of working with a FreeFlexer is the same as with any other professional self-employed contractor. You are, as the client, responsible for and obliged to verify if a freelancer is entitled to work as a self-employed contractor in the United Kingdom and is otherwise in compliance with all immigration rules and regulations as are in force from time to time. Temper shall not be liable for any act and/or omission of the FreeFlexer in connection with the same.
In these terms and conditions, the terms listed below have the meanings given to them.
| ‘FreeFlexer’: | the self-employed contractor who, using the Platform, enters into an Assignment with the Client for the performance of a Shift. |
| ‘Shift’: | the work posted by the Client on the Platform for which the Client is seeking one or more contractors to perform. |
| 'Assignment': | the assignment agreement that is established between the FreeFlexer (as the assignee) and the Client for the performance of the Shift. |
| 'Client': | the potential client or actual client of the FreeFlexer and/or the Platform user. |
| 'Platform': | the digital platform maintained and operated by Temper that connects Clients and FreeFlexers. |
| 'Profile': | the information regarding the FreeFlexer on Temper. |
| ‘Fee’: | the fee that the Client owes to Temper for using the Temper Platform, as described in Article 12 of these terms and conditions. |
| ‘Receivable’ | monies owed, but not yet paid, to a FreeFlexer by the Client for services performed in connection with a Shift, and the related right to pursue a debt claim in respect of such monies. |
These terms can be used in the singular and plural without affecting their meaning. If a reference to gender is included, this includes any gender identity.
6.1 Temper:
7.1 The Client must register before using the Platform. When registering, at least the following information must be provided:
7.2 The Client gives Temper permission to use: (a) any information about a Shift posted by the Client on the Platform as required to enable Temper to perform its obligations under these terms and conditions; and (b) the Client's logos and/or brands for promotional purposes in connection with Temper and/or the Platform.
8.1 Posting a Shift on the Platform is an invitation to FreeFlexers to enter into consultations for the purpose of entering into an Assignment. An Assignment is only entered into after the Client and the FreeFlexer have agreed on all subjects of cooperation as stated in the Assignment.
8.2 A Shift remains visible on the Platform until an Assignment is made in relation to that Shift or the Shift is withdrawn. The Client has the possibility to withdraw and change a Shift as long as no Assignment has been entered into with regard to that Shift.
8.3 The Shift and all information included in it must meet Temper's requirements, such as the requirement that the information is accurate, complete and truthful, and complies with laws and regulations. The information may never be misleading, insulting, discriminatory or otherwise unlawful or unnecessarily offensive.
8.4 Temper accepts no liability for the content of the Shift and any other information that the Client places on the Temper Platform. Temper always has the right to (temporarily) block or remove a Shift. Of course, this only happens if there is a reason for doing so. This will almost always be preceded by consultation between Temper and the Client, except if there are indications of abuse or violation of this agreement.
9.1 The FreeFlexer is solely responsible for what is stated on the Profile, and Temper has no influence on this. Temper therefore accepts no liability towards the Client or any third party for any inaccuracy or incompleteness of the Profile.
9.2 The FreeFlexer is an independent entrepreneur and/or contractor. The FreeFlexer is your contractor and Temper is not a party to that legal relationship. Temper therefore accepts no liability for damage of any kind suffered by you or any third party, caused by acts or omissions of the FreeFlexer.
9.3 The fact that the FreeFlexer is a self-employed contractor has consequences for the cooperation with the FreeFlexer. For instance, the Client may give instructions concerning the result of the work, but not concerning the way in which the work must be carried out. After all, that is the field of expertise of FreeFlexer. In short, the way of working with a FreeFlexer is the same as with any other (self-employed) contractor. Temper and the Client agree that the FreeFlexer is not intended to be a “worker” for the purposes of all employment legislation, including without limitation, the Employment Rights Act 1996.
9.4 Temper shall not be vicariously liable for any of the acts or omissions of the FreeFlexer or the Client and neither the FreeFlexer nor the Client shall be entitled by virtue of these terms and conditions to pledge the credit of Temper, incur any expenditure, nor sign any document, enter into any contract or agreement or make any promise on behalf of Temper, nor hold themselves as having authority to bind Temper (without Temper’s express prior written agreement).The Client shall have liability for and undertakes to indemnify Temper and keep it indemnified against all and any liability, loss, damage, costs and expense of whatsoever nature, incurred or suffered by Temper arising from, and in connection with, the Client’s engagement of any FreeFlexer (from time to time), including but not limited to:
9.4.1 any income tax, employee's national insurance contributions, interest and/or penalties thereon arising in respect of the FreeFlexer for which Temper may be called upon to account to HM Revenue and Customs and/or any other tax authority in any jurisdiction wheresoever; and
9.4.2 any unauthorised act or omission or any negligence, wilful default or breach of duty by the FreeFlexer.
10.1 If the Client has come into contact with a FreeFlexer by using the Platform to have a Shift carried out, Temper provides a template assignment agreement (Assignment). This Assignment contains a first draft of the agreements that may apply between the Client and the FreeFlexer, including certain “Minimum Terms” that are required to ensure that the arrangement between the Client, the FreeFlexer, and Temper works from a legal and practical perspective (as well as to safeguard the self-employed character of the FreeFlexer), including:
10.1.1 an express agreement by the FreeFlexer to use the factoring company affiliated with the Platform (as specified by Temper) in connection with the collection of its Receivables;
10.1.2 an express agreement by the FreeFlexer that Temper may collect any applicable No-Show fee for and on behalf of the Client;
10.1.3 a clause pursuant to which the FreeFlexer and the Client both agree that payment of the No-Show fees by the FreeFlexer to Temper will be considered payment made in full discharge of payment obligations towards the Client; and
10.1.4 an obligation on the FreeFlexer to use the Platform to register the hours worked for each Shift.
Subject to the Minimum Terms being included in the Assignment, the Client is otherwise free to amend or supplement these agreements together with the FreeFlexer. It is essential that the FreeFlexer and the Client also actually work in accordance with the agreements as set out in the Assignment.
10.2 After the FreeFlexer has performed a Shift, the FreeFlexer will use the Platform to send the Client an invoice for the services provided. To keep the invoice flows manageable, Temper and the Client shall each require the FreeFlexers, under their respective agreements with the FreeFlexer, to make use of a factoring company affiliated with the Platform (as specified by Temper). In doing so, the Client gives the FreeFlexer the choice of (a) having the Receivable(s) collected by that factoring company from the Client (on behalf of the FreeFlexer), and paid to the FreeFlexer, or (b) selling the Receivable(s) to that factoring company. In the latter case, the FreeFlexer sells ('assigns') its Receivable(s) against the Client to the factoring company to which the Client can exclusively pay in full discharge of its obligations. The FreeFlexer will be able to choose between option (a) or (b )via the Platform. The Client hereby acknowledges and agrees that Temper shall have no liability for any failure by the factoring company to transfer any required payments to the FreeFlexer in connection with option (a). The Client further indemnifies Temper against claims, actions, proceedings, losses, damages, expenses and costs in case the Client fails to make a payment to a FreeFlexer or the factoring company.
11.1 Once a FreeFlexer has completed a Shift, he/she will be required, under its agreement with Temper, to use the Platform to register the hours worked for that Shift. The FreeFlexer and the Client are responsible for the timely, complete and correct input and validation of those hours. After the FreeFlexer has entered the worked hours in the Platform, the Client has a period of seven (7) days to approve those hours.
11.2 Temper will be entitled to consider the hours registered by the FreeFlexer agreed by both the FreeFlexer and the Client: (i) after approval of the hours by the Client via the Platform, or (ii) after the period of seven days has passed without the Client having validated the registered hours and not having contradicted this by making a counter proposal via the Platform. A response period of seven (7) days also applies to any subsequent proposals or counter-proposals from both the Client and the FreeFlexer.
11.3 If the invoice corresponds to the Fee multiplied by the hours validated under Article 11.2, the validation by the Client as described in Article 11.2 is regarded as explicit acceptance of that invoice.
12.1 The Client owes Temper a Fee for the use of the Platform, which is selected by Temper and shown as a fee separate from the FreeFlexer’s fee when the Client creates a Shift on the Platform. The Client must validate the amount of the Fee when finalising the creation of the Shift on the Platform.
12.2 The Fee is charged on a bi-weekly basis. The payment term of the Fee invoiced by Temper is 14 days. If this payment term is exceeded, the Client owes Temper interest in respect of the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this Article 12.2 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
12.3 Temper, when invoicing the Fee to the Client, makes use of factoring in cooperation with the factoring company Finqle UK Limited (registered number 14269100) whose registered office is at DAC Beachcroft LLP, Portwall Place, Portwall Lane, Bristol, United Kingdom, United Kingdom, BS1 9HS (“Finqle”). This means that Temper sells (‘assigns’) its claims against the Client regarding the Fee to Finqle, unless Temper informs the Client otherwise. The foregoing means that the Client can only make payments in discharge of its obligations to Finqle.
12.4 All amounts due by the Client to Temper under this agreement shall be paid in full, without any set off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
12.5 Temper reserves the right to assign and/or set off all claims that we and our affiliates have against the Client against all claims that the Client has against Temper, even if our claim is not due and payable, your claim is not due and payable, or our claim is conditional.
13.1 It may occur that the agreements between the Client and the FreeFlexer include a 'No-Show fee'. This concerns a fee which the FreeFlexer owes to the Client if the FreeFlexer, without proper cancellation in accordance with the agreements, is not available to perform a Shift. Whether and under which terms and conditions a No-Show fee applies is included in the Assignment you agree with the FreeFlexer.
13.2 Temper offers as an additional service to the Client the collection of the No-Show fee owed by the FreeFlexer to the Client in the name of and on behalf of the Client. If the Client makes use of this service ('Collection'), the Client agrees, warrants and represents that:
13.3 The Client will give the order for Collection by providing Temper with the following information, and any other information as may be requested by Temper from time to time (in the manner prescribed by Temper):
13.4 The Collection constitutes an obligation on the part of Temper to use reasonable endeavours to collect the No-Show fee from the relevant FreeFlexer, and not an obligation to achieve a result.
13.5 The Client hereby appoints Temper as its agent, with authority to perform, on behalf of the Client, all those acts that, in Temper's opinion, are useful or necessary for each relevant Collection, including to bring a debt claim against the FreeFlexer on behalf of the Client in respect of any overdue No-Show fee.
13.6 If and insofar as, in Temper's opinion, this is necessary, Temper has the right to have certain activities in the context of the Collection carried out by third parties.
13.7 The costs for the Collection are included in the Fee. Failure, incomplete or unsuccessful execution of the Collection does not affect the Fee.
13.8 Any timeframe specified by Temper in the context of the Collection is always indicative and not legally binding.
13.9 In respect of each Collection, the Client agrees, warrants and represents that:
13.10 Temper will, within 10 working days after the end of a calendar month, pay the No-Show fees collected in that calendar month to the Client, into the bank account indicated by the latter.
13.11 To the fullest extent permitted by law, Temper accepts no liability for damage of any kind suffered by you arising from failure of the FreeFlexer to pay the No-Show fee. The Client indemnifies Temper for any loss or damage suffered by Temper in connection with any third-party claims made against Temper arising as a result of the Collection, unless these are caused by intent or gross negligence on the part of Temper.
13.12 Temper is (i) not obliged to accept a request for a Collection and (ii) can, at any time and without a notice period being required, terminate an ongoing Collection and/or refuse any requests for Collection, without becoming liable for damage in this respect. In the event of termination of an ongoing Collection, Temper will inform the FreeFlexer and the Client accordingly and provide the Client with all information about the Collection.
14.1 Nothing in these terms and conditions is intended to exclude or limit any party’s liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any liability that cannot be excluded or limited by law.
14.2 Temper operates the Platform and ensures its proper functioning. However, all information on the Platform regarding the Clients, Shifts, FreeFlexer, Assignments, etc., originates from the FreeFlexer, Clients or other third parties. These parties are responsible for the accuracy and completeness of the information, not Temper. As a result, Temper is not required to monitor the information on the Platform and is not liable for inaccurate or incomplete information available on the Platform.
14.3 To the fullest extent permitted by law, the Platform and the services/support provided by Temper are provided “as is” and Temper expressly disclaims any and all terms, conditions, representations or warranties of any kind, whether express or implied, made with respect to the Platform and the services/support provided under these terms and conditions, including any implied conditions, representations or warranties of fitness for a particular purpose, completeness, truthfulness, accuracy, reliability, performance, or any other qualities or attributes. Temper accepts no liability for damage suffered by you or any third party as a result of inaccurate or incomplete information on the Platform or the use of documents/information available on the Platform.
14.4 Temper facilitates contact between the FreeFlexer and the Client, and is therefore not responsible for the acts or omissions of a FreeFlexer, a Client, or other third parties that Temper brings into contact with the Client or the FreeFlexer. Temper accepts no liability for damage suffered by you as a result of acts or omissions of one or more of these parties.
14.5 Subject to Article 14.1, Temper accepts no liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these terms and conditions for: (i) loss of profits, (ii) loss of sales or business, (iii) loss of agreements or contracts, (iv) or any other indirect or consequential loss.
14.6 Subject to Articles 14.1 and 14.5, Temper’s total liability to you in respect of any losses arising out of, or in connection with, these terms and conditions (including as a result of breach of contract, negligence or any other tort, under statute or otherwise) shall not exceed the Fees paid by you to Temper pursuant to these terms and conditions.
14.7 The Client hereby indemnifies Temper against any loss or damage suffered by Temper in connection with any claims by third parties against Temper, for whatever reason, as a result of acts or omissions of the Client, including a breach of these terms and conditions.
15.1 The Client can make use of the Platform from the moment it has registered. The Client confirms that any person communicating on its behalf with Temper through the Platform has the authority to validly bind and represent the Client.
15.2 The Client and Temper both have the right to terminate the use of the Platform without notice, without such termination leading to any obligation to pay compensation for damage. Termination of the use of the Platform takes place through the removal of the Client’s registration.
15.3 Termination of the use of the Platform means that the Client cannot post new Shifts on the Platform. However, a termination has no consequences for current Assignments. All agreements between Clients and FreeFlexers continue to apply to these Assignments until the time of termination.
15.4 The Platform may only be used for the purpose for which access is granted, including communication with the potential or actual FreeFlexer in the context of Assignments. The use of the Platform is limited to the Client, who may only use the Platform for own business purposes and may not grant access to third parties in any way.
15.5 When using the Platform, the Client will comply with the applicable laws and regulations, these terms and conditions and the procedures and instructions stated on the Platform.
15.6 The Platform is designed for use by natural persons. It is not permitted to have the Platform accessed or used by automated systems, or to establish a link between the Platform and an automated system without Temper’s advance written consent.
15.7 The login details for access to and use of the Platform are personal and must be treated with strict confidentiality. The Client is responsible for any use and misuse of these login details.
15.8 Temper makes every effort to ensure maximum availability and quality of the Platform. However, Temper cannot guarantee continuous, fault-free availability and correct operation.
15.9 Temper may temporarily suspend the availability of the Platform if this is necessary due to changes or preventive or corrective maintenance. The inconvenience for the Client will in that case be kept to a minimum.
15.10 Although the information included in the Platform has been carefully compiled, Temper does not guarantee its accuracy or completeness, as Temper is dependent on third parties, processes and technology for this.
16.1 All legal relationships between Temper and the Client are exclusively governed by the laws of England and Wales.
16.2 All disputes related to – or arising from – these terms and conditions or any other legal relationship between Temper and the Client, will be submitted exclusively to the jurisdiction of the courts of England and Wales.