Nurse Platform Agreement

This Agreement is made between KodedNest Ltd, a company incorporated in England and Wales with company number 16563013, whose registered office is at 128 City Road, London, United Kingdom, EC1V 2NX ("KodedNest", "we", "us"), and any individual who registers as a Dental Nurse on the NetworkDental platform ("the Platform", "you"). By registering, you agree to be bound by this Agreement.

1. Definitions

• "Platform" means the NetworkDental website, application, and related services operated by KodedNest.
• "Practice" means a dental practice registered on the Platform under the Practice Platform Agreement.
• "Booking" means a specific engagement offer made and accepted between you and a Practice through the Platform.
• "Locum Engagement Terms" means the separate agreement which governs the substance of any Booking between you and a Practice, and to which KodedNest is not a party. See Locum Engagement Terms.
• "Hours Adjustment Request" means the record of hours worked that you submit via the Platform following a Booking, governed by clause 5 of the Locum Engagement Terms.
• "Profile Data" means the information and documents you upload to the Platform, including GDC, DBS, and indemnity details.
• "Consumer" has the meaning given by section 2 of the Consumer Rights Act 2015.

2. Nature of the Platform

2.1 Marketplace, not agency. KodedNest operates a technology marketplace. We do not select, introduce, rank, or place you into any specific Booking, and we do not negotiate terms on your behalf. You browse listings posted by Practices and decide, entirely at your own discretion, which to apply for.

2.2 No employment relationship with KodedNest. Nothing in this Agreement makes you an employee, worker, or contractor of KodedNest. We do not direct, supervise, or manage the performance of any Booking.

2.3 We do not track or gate your acceptance behaviour. Declining, cancelling, or not responding to a Booking invitation has no effect on which Bookings you are shown or able to apply for in future. We do not maintain, and will not introduce, any acceptance-rate or reliability score used to restrict your access to the Platform.

2.4 We do not set your rate.Your hourly rate is set by you. We do not impose a floor, ceiling, or recommended rate, and no feature of the Platform will ever rank or filter you by rate on a Practice's behalf beyond a Practice's own search filters.

2.5 Payment facilitation only. Where KodedNest facilitates payment to you, it does so by instructing Stripe Payments Europe, Ltd, an authorised payment institution, to transfer funds. KodedNest does not itself hold or transmit payment funds.

2.6 Regulatory position. KodedNest does not act as an employment agency or employment business within the meaning of the Employment Agencies Act 1973 or the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (SI 2003/3319). If a court or the Fair Work Agency determines otherwise, KodedNest will take all steps necessary to comply with the applicable regime.

3. Eligibility

Throughout your use of the Platform you must: hold current, unconditional GDC registration; hold professional indemnity insurance appropriate to locum dental nursing; hold a current Enhanced DBS certificate with Barring Lists; have the right to work in the United Kingdom; and comply with GDC standards of conduct, performance, and ethics. You must notify us promptly if any of these ceases to be true, and we may suspend your account if it does.

4. Document Submission and Verification

4.1 You must submit proof of identity, GDC registration, DBS details, and indemnity insurance as part of registration. We conduct a basic authenticity check of these documents.

4.2 What our check is not: it is not a full background check, not a confirmation of ongoing validity, not professional vetting, and not a statement that you are fit or safe for patient-facing work. Practices remain independently responsible for their own checks (see the Practice Platform Agreement, clause 4).

4.3 Submitting a false or misleading document is a material breach of this Agreement and may be a criminal offence under the Fraud Act 2006.

5. Nurse Obligations

• Notify us and any Practice with an active or pending Booking immediately if your GDC registration is suspended or conditioned.
• Maintain a current Enhanced DBS certificate and notify us of any adverse change.
• Maintain professional indemnity insurance throughout any Booking and disclose any gap in cover.
• Maintain your right to work in the United Kingdom for the duration of any Booking. You acknowledge the Practice, not KodedNest, carries the statutory duty to check this.
• Be solely responsible for your own tax position, including self-assessment, VAT registration where applicable, and any IR35/off-payroll determination relevant to how you are engaged.

6. Fees & Payment

6.1 Registration and standard use of the Platform is free for you. Any optional paid feature will show its price clearly before purchase.

6.2 Where a Booking completes and an Hours Adjustment Request is approved under the Locum Engagement Terms, we instruct Stripe to pay you the agreed sum, less any platform fee disclosed to you at the time of the Booking, in accordance with the payout schedule shown on the Platform.

6.3 Right to cancel (Consumers only): if you buy a paid feature as a Consumer, you may cancel within 14 calendar days under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, unless you have expressly asked for the service to begin immediately and it has been fully performed.

7. Acceptable Use

7.1 You must use the Platform only for lawful purposes and in accordance with this Agreement.

7.2 You must not:

• Submit false, misleading, or fraudulent information or documents.
• Impersonate any person or misrepresent your professional qualifications or registration status.
• Use the Platform if your GDC registration is lapsed, suspended, or subject to conditions preventing practice.
• Post or transmit unlawful, offensive, defamatory, or infringing content.
• Upload viruses, malware, or malicious code.
• Attempt to gain unauthorised access to any part of the Platform or another user's account.
• Scrape, harvest, or systematically copy data from the Platform without written consent.
• Reverse engineer, decompile, or attempt to extract the source code of the Platform.
• Send unsolicited commercial communications to other Users.
• Use the Platform in any way that infringes the intellectual property rights of KodedNest or any third party.

7.3 We may monitor usage, remove content, and suspend or terminate accounts for breaches of this clause without prior notice.

8. Intellectual Property

8.1 All intellectual property rights in the Platform, including software, design, content, and trademarks, are owned by or licensed to KodedNest. Nothing in this Agreement transfers any such rights to you.

8.2 We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for the purpose for which it is provided (as a Dental Nurse seeking Bookings). This licence is personal to you and may not be sublicensed.

8.3 You retain ownership of your Profile Data. By submitting Profile Data, you grant us a non-exclusive, royalty-free licence to host, store, and process it to provide and operate the Platform.

9. Liability & Indemnity

9.1 Nothing in this Agreement limits our liability for death or personal injury caused by our negligence, fraud, or any liability that cannot lawfully be excluded.

9.2 We are not liable for the conduct, acts, or omissions of any Practice, or for any dispute, clinical incident, or regulatory matter arising from a Booking - those are governed exclusively by the Locum Engagement Terms and by the Practice's own regulatory obligations.

9.3 Subject to clause 9.1, our liability to you as a Consumer excludes indirect losses and losses arising from your own business activity, but we do not limit liability for direct loss caused by our breach or negligence.

9.4 You agree to compensate KodedNest for any third-party claim, loss, or expense directly caused by your fraudulent, unlawful, or grossly negligent conduct on the Platform or any deliberate submission of false documents. This clause does not require you to indemnify KodedNest for losses arising from KodedNest's own acts, omissions, or negligence, nor for losses arising from your use of the Platform in accordance with this Agreement.

10. Data Protection & Termination

10.1 We process your personal data under our Privacy Policy, which forms part of this Agreement and is incorporated by reference. We process personal data in accordance with the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and the Data (Use and Access) Act 2026.

10.2 Termination by us: We may suspend or terminate your access to the Platform immediately and without notice where: you have materially breached this Agreement; you have provided false or fraudulent information; your GDC registration lapses; continued access poses a risk to other Users or to patient safety; or we are required to do so by law.

10.3 Termination by you: You may close your account at any time by contacting kodednest@gmail.com. Any fees incurred prior to termination remain payable and are not refunded except as required by law.

10.4 Effect of termination: On termination, your right to access the Platform ceases immediately. Clauses that by their nature survive termination (including clauses 6, 7, 8, 9, and 12) remain in force. Your data will be handled in accordance with our Privacy Policy.

11. General

11.1 Entire agreement: This Agreement together with our Privacy Policy constitutes the entire agreement between you and KodedNest regarding the Platform and supersedes all prior representations, agreements, and understandings.

11.2 Assignment: You may not assign any rights or obligations under this Agreement without our prior written consent. We may assign our rights, including upon a sale or restructuring of the business, provided we give you reasonable notice.

11.3 Force majeure: We are not liable for failure to perform our obligations where caused by events beyond our reasonable control, including acts of God, pandemic, civil unrest, cyber-attacks, regulatory action, or infrastructure failure of third-party providers.

11.4 Severability: If any provision of this Agreement is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

11.5 Waiver: Failure to enforce any right under this Agreement shall not constitute a waiver of that right.

11.6 Variation: We may update this Agreement from time to time. We will notify you of material changes by email or prominent notice on the Platform at least 14 days before the changes take effect. Continued use after the effective date of any update constitutes acceptance. If you do not accept any change, you must stop using the Platform and close your account.

11.7 No partnership: Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship between you and KodedNest.

11.8 Notices: Notices from you to KodedNest must be sent by email to kodednest@gmail.com or in writing to our registered office. Notices from us to you will be sent to the email address registered on your account.

11.9 Consumer statutory rights: If you are a Consumer, nothing in this Agreement affects your statutory rights under the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, or any other applicable consumer protection legislation. Your statutory rights are not subject to limitation or exclusion by this Agreement.

11.10 Third party rights: This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 that any third party may enforce.

11.11 Complaints procedure: If you have a complaint about our Services, please contact us at kodednest@gmail.com. We will acknowledge your complaint within 5 business days and aim to resolve it within 28 calendar days. If you are a Consumer and remain dissatisfied after our complaints process is exhausted, alternative dispute resolution (ADR) may be available. Details of certified ADR providers are available from the Chartered Trading Standards Institute.

12. Governing Law

This Agreement is governed by the law of England and Wales. As a Consumer, nothing here removes your right to bring proceedings in the courts of the jurisdiction where you are domiciled.

See also the Practice Platform Agreement, the Locum Engagement Terms, our Cookie Policy, and our Privacy Policy.