The following definitions and rules of interpretation apply in this Agreement.
Business Day- a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Candidate A candidate for placement (temporary or permanent) with a Client for the provision of home-based childcare services
Controller has the meaning given in applicable Data Protection Laws. Client An Client is defined as a person(s) who approaches The Agency either via verbal or written instruction and requests the Agency to introduce the Client to a Nanny, Maternity Nurse, Mother’s Help (or any other childcare professional requested), hereafter referred to as the ‘Candidate,’ Data Protection Laws means, as applicable to either party and/or to their obligations under this Agreement: (i) the GDPR; (ii) the Data Protection Act 2018; (iii) the Directive 2002/58/EC (ePrivacy Directive) and/or the Privacy and Electronic Communications (EC Directive) Regulations 2003; and (iv) any other applicable law relating to the processing, privacy and/or use of Personal Data, as applicable to either party.
Established job sites Online jobs boards including, but not limited to: Indeed.com, CV Library, glass door, daynurseries.co.uk, childcare.co.uk and the Agency’s own proprietary databases
Job DescriptionParticulars of the roles requested by the Client, to be drafted and designed by the Agency for circulation throughout established job sites
Payment Terms As defined in the Fees section of the terms and conditions found on the Agency’s website
Permanent Nanny A Candidate that is not employed by the Agency but by the Client
Permitted Purpose the processing necessary for the employment of the Nanny on a permanent basis
Personal Data as defined in the Data Protection Laws.
Services As defined in the terms and conditions found on this page
Service Fee As defined in the terms and conditions found on the Agency’s website
Shared Personal Data means Personal Data received by one party (the Disclosing Party) from or on behalf of the other party or otherwise made available by the Disclosing Party for the Permitted Purpose.
Temporary NannyA Candidate that is employed by the Agency and deployed to the Client’s home to care for their children VAT value added tax chargeable in the UK, if applicable.
- Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
- A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- This Agreement shall be binding on, and ensure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
- A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
- A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
- Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11 pm on 31 January 2020.
- A reference to writing or written includes fax and email.
- Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
- A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference of this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.
- References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
- Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Commencement and Duration
- This Agreement shall commence on the date stated in the summary schedule and shall continue, unless terminated earlier in accordance with clause 8 (Termination)
- The Agency shall provide the Services to the Client in accordance with this Agreement.
3. The Agency's Responsibilities
- Subject to clause 4.1.1, the Agency shall use reasonable endeavours to supply the Services in accordance with this Agreement.
- Any changes to the Services will be notified to the Client one month in advance.
4. Clients Obligations
- The Client shall:
- on or about the 1st of each month make a payment to the Agency’s Bank Account of the monthly fee illustrated in the summary table above, in line with the Payment Terms outlined in our terms and conditions
- Provide to The Agency in a timely manner all documents, information, items and materials in any form (whether owned by the Client or third party) required under Error! Reference source not found. or otherwise reasonably required by The Agency in connection with the Services and ensure that they are accurate and complete;
- Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Agency any sum due under this Agreement on the due date:
- the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 4.2.1 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%; and
- The Agency may suspend all or part of the Services until payment has been made in full.
- If The Agency's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, then, without prejudice to any other right or remedy it may have, The Agency shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.
- The Client shall not, without the prior written consent of The Agency, employ the Nanny for a period of six months after the termination of this Agreement.
- Should the Client be in breach in this regard a placement fee equivalent to 20% of the Nanny’s gross annual salary will be invoiced as a placement fee.
6. Data Protection
- Each party shall be a Controller of the Shared Personal Data. If the parties share the Shared Personal Data, it shall be shared and managed in accordance with the terms of this clause.
- Each party shall ensure that at all times that:
- it shall undertake all processing of the Shared Personal Data only for the Permitted Purpose in accordance with this Agreement and in all respects in accordance with Data Protection Laws;
- it shall undertake processing of the Shared Personal Data only to the extent consistent with the Data Protection Laws; and
- it shall not by any act or omission cause any person to be in breach of any Data Protection Laws.
- Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the affairs of the other party, except as permitted by clause 7.2.
- Each party may disclose the other party's confidential information:
- to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 7; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
- Both sides may terminate this agreement with 1 month’s written notice.
- Should the client terminate the agreement:
- There will be no refund of advanced fees paid unless provided at the discretion of the management
- The Agency will endeavour to provide a replacement nanny or provide alternative childcare for the Client
- Should the Agency terminate the agreement:
- Advanced fees will be refunded
9. Consequences of Termination
- On termination or expiry of this Agreement:
- the Client shall immediately pay to the Agency all of the Agency's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, The Agency may submit an invoice, which shall be payable immediately on receipt; and
- the following clauses shall continue in force: clause 1 (Interpretation), clause 5 (Non-solicitation), clause 6 (Intellectual property rights), clause 7 (Confidentiality), clause 8 (Limitation of liability), clause 9 (Consequences of termination), clause 12 (Waiver), clause 12 (Severance), clause 14 (Conflict), clause 18 (Multi-tiered dispute resolution procedure), clause 18 (Governing law) and clause 19 (Jurisdiction).
- Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
10. Assignment and Other Dealings
- This Agreement is personal to the Client and the Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
- The Agency may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement, provided that The Agency gives prior written notice of such dealing to the Client.
- No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
- If any provision or part-provision of this Agreement is deemed deleted under clause 12.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13. Entire Agreement
- This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
14. No Partnership or Agency
- Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
- Each party confirms it is acting on its own behalf and not for the benefit of any other person.
15. Third-Party Rights
- This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
- Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:
- delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
- sent by email to email@example.com and / or the Client’s registered email taken upon registration as appropriate.
- Any notice or communication shall be deemed to have been received:
- if delivered by hand, at the time the notice is left at the proper address;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and
- if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 16.2.3, business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
- This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
- This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
18. Governing Law
- This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.