Care Hires Limited, a private limited company incorporated in England & Wales with company number 09319071 with its registered office at The Dock, Care Hires, Exploration Drive, Leicester, England, LE4 5NU (“Care Hires”, “we”, “us”) has built up relationships with agencies (the “Agency”) that can provide their staff, employees, workers or contractors (“Agency Staff”) to you (the “Care Provider“, “Client” or “you“) to assist with certain care services in your care home business. Such care services may include but are not limited to all or any of the following: support worker, registered managers and deputies, maintenance staff, therapists, receptionists, teachers, teaching assistants, head teachers and deputies, social workers, home care, cleaning, cooking and administration support, personal care, assistance with washing, administration of medicines services and such other roles and duties as are outlined to the Agency once it has been appointed (the “Services”). 

Please note we do not provide any Agency Staff or offer any Services ourselves and our role is limited to making available Agencies that are registered with us who may be able to offer you Agency Staff to carry out Services based on your needs. The Agencies will be listed on our platform which will be made available to you when you register with us via a website and/or mobile application (the “Care Hires Site”). 

These terms and conditions (the “Terms”) apply to our relationship with you. By signing up to become a Care Provider and have access to our platform, you agree and acknowledge that you have read, understood and agree to these Terms. 

1. Care Hires Site

1.1 To be accepted as a registered Care Provider with Care Hires and to get member access to the Care Hires Site, you must complete our new care provider form. You hereby warrant and represent that all of the information you have provided to us is true, accurate and not misleading.

1.2 You must also agree to certain commercial terms of our engagement which shall be set out in an offer of services (the “offer of services”) which forms a part of this Agreement. To the extent that there is any conflict or inconsistency between the offer of services and the Terms, the offer of services shall take priority.

1.3 Once you are accepted by us as a registered Care Provider on the Care Hires Site, we will notify you of the acceptance via a confirmation email (the “Confirmation Email”). Our relationship with you will commence from the date of the Confirmation Email (the “Commencement Date”) and will continue until this Agreement is terminated by either you or Care Hires in accordance with section 11 below.

1.4 From the Commencement Date, you will be given access to the Care Hires Site for the duration of this Agreement (subject to any unforeseen downtime or planned downtime for maintenance). You will also be entitled to one hour of online, remote training on the Care Hires Site at no charge to you. If you require training in excess of this, you will receive this at the rate set out in the Commercial Proposal.

1.5 You must notify us through the Care Hires Site when you have a need for Services by requesting responses to your assignment for Services (the “Assignment”). Through the Care Hires Site, you will be introduced to Agencies that want to work with you to fulfil the Assignment. If you select an Agency to fulfil an Assignment, you will engage the Agency directly to provide the Services on a separate contract that is in place directly between you and the Agency (the “Client Contract”). Each Assignment will be confirmed in writing (which, for the avoidance of doubt, will include any confirmation received through the Care Hires Site) and the terms of the Assignment will be set out in a confirmation form (the “Confirmation Form”). The Confirmation Form shall include:

1.5.1 load the shift pattern, job type, job category and job location (the “Shift Types“) for each Assignment;

1.5.2 the rates to be implemented for each Job Type for each hour worked by the Agency Staff (the “Agreed Rates“) to be charged to you by your preferred Agency/Agencies.

You will have a reasonable period to review the Confirmation Form for accuracy before the Assignment is made available to the Agencies.

1.6 You agree and acknowledge that (i) if you select an Agency for an Assignment, will enter into a Client Contract directly with the Agency which you enter at your own discretion and risk and we will not be a party to that Client Contract; (ii) we will not be responsible in any way for the Services provided to you by the Agency; and (iii) we will not be responsible in any way for any of the acts, omissions or defaults of the Agency or any Agency Staff. We agree that we will provide each Agency the agreed Client Contract provided to us by you, and will obtain your agreement to any amendments to the Client Contract requested by any Agency.

1.7 If you instruct us to do so, we will coordinate with the Agency on your behalf to provide you with any information you reasonably require on the Agency Staff, any Data and Barring Service (DBS) checks or any references the Agency provides for the relevant Agency Staff. However, it is your responsibility to check this information and to decide whether your requirements are satisfied and whether you want to proceed with the Client Contract.

1.8 You agree that we may share information which you supply to us with potential Agencies so that we can endeavour to match you with appropriate Agencies that meet your requirements.

1.9 If your requirements change during the course of any Assignment, then we will work with you and the Agency/Agency Staff you are using at the time to make sure that those changes are taken into account and, if the then current Agency/Agency Staff is no longer suitable, we will use reasonable endeavours to find a suitable replacement if you require us to do so.

1.10 We do not guarantee that we will find an Agency/Agency Staff suitable for your specific needs, or that the Agency/Agency Staff appointed will be suitable for you. If an Agency/Agency Staff proves not to be suitable, for any reason, let us know and we will do our best to provide an alternative, but without any liability.

1.11 In certain circumstances, replacing the Agency/Agency Staff may not always be possible, and you hereby acknowledge and agree that we shall not be liable should a replacement not be found. 

2. Fees

2.1 We will invoice you on a weekly basis in respect of each Location with an active Assignment (to be defined in the Offer of Services), to the extent possible in one consolidated statement. This statement will include all invoice payments associated with the Assignment.

2.2 For administrative convenience, we will process the Agency’s invoice to you on the Agency’s behalf. Subject to receiving payment from you, we will then pay the Agency on your behalf for the Services undertaken by the Agency Staff appointed through the Agency.

2.3 The Fee will be comprised of the following:

2.3.1 the Agency Fee, which shall comprise of:
(a) the Agreed Rates for all of the previous weeks’ time inputted by all the Agency Staff for each week (“Weekly Agreed Electronic Timesheets“) and any bonus or commissions entered into the Care Hires Site (as payable pursuant to the Agency Workers Regulations 2010 or the Agency Workers (Northern Ireland) Regulations 2011 (as appropriate) (together the “Regulations“); and

(b) the Fee for each hour of Weekly Agreed Electronic Timesheets for the previous week; and

2.3.2 The Care Hires fee varies per client and agency agreement, which shall be added to the relevant invoice.

2.4 Unless otherwise agreed in the Offer of Services, you must pay invoices (together with VAT thereon) within twenty eight (28) days of the date of the invoice in full and in cleared funds to a bank account nominated in writing by Care Hires and signed by a duly authorised signatory of Care Hires.

2.5 Within eight (8) business days of receipt of payment of invoices issued we shall make available to the relevant Agency an amount equal to the Agreed Rates for the relevant Weekly Agreed Electronic Timesheets and any bonus or commissions received. We shall pay such sums to the relevant Agency once they claim payment through the process we have agreed with them.

2.6 All charges are inclusive of VAT (where applicable), and which will be added to the invoices at the appropriate rate.

2.7 The Care Provider shall not, without Care Hires’ prior written consent, make payment of any amounts which Care Hires is entitled to invoice to the Care Provider under this clause 2, in respect of the Care Services provided by an Agency, directly to the Agency (whether or not the Agency has invoiced the Care Provider for such amounts or otherwise claimed for payment of such amounts). In the event that the Care Provider makes any payment directly to an Agency in breach of this clause 2.8 the Care Provider acknowledges and agrees that this shall not in any way discharge the Care Provider’s liability to pay amounts due to Care Hires in accordance with these Terms.

2.8 If Care Provider fails to pay any amount payable by it under this Agreement, we may charge interest on the overdue amount from the due date up to the date of actual payment, after as well as before judgement, at the rate of two percent (2%) per annum above the base rate for the time being of Barclays Bank Plc. Such interest shall accrue on a daily basis and be compounded quarterly and the relevant party shall pay the interest immediately on demand. If an Agency requests a higher interest rate to be applied to any amounts payable to them under this Agreement, Care Hires shall apply the rate required by the Agency.

2.9 In the event that we do not receive payment in line with the payment terms agreed, Care Hires reserves the right to suspend all Services and access to the Care Hires Site until payment has been made in full and/or to terminate the Agreement and all other Assignment without prejudice to our right to recover amounts owed. We also have the right to ask the Agency/Agency Staff to suspend the provision of Care Services until all monies due have been paid.

2.10 All amounts due under this Agreement shall be paid by the Care Provider to Care Hires in full without any deduction or withholding, and the Care Provider shall not be entitled to claim set-off or to counterclaim against Care Hires in relation to the payment of the whole or part of any such amount.

2.11 You should make no payment of any nature to an Agency/Agency Staff. If you pay monies directly to an Agency/Agency Staff, which should have been paid to us, it may not be reimbursed.

2.12 If, at any time, Agency Staff fails to attend the Location at the time/s agreed, you must tell the Agency immediately. Subject to timely notification by you, we will suspend the payment to the relevant Agency, if it is correct to do so, for such a period as the Agency Staff does not attend. We can only do this from the date that you report the absence of the Agency Staff to us.

2.13 You shall inform us upon signing up as a Care Provider of any specific invoicing requirements. 

3. Location

3.1 The place where the Assignment is due to be undertaken and shown on the Confirmation Form (the “Location“, defined in the Offer of Services or Confirmation Form) will, at all times when Agency Staff is with you, be as safe as you can reasonably make it. If you know about anything dangerous, you will tell the Agency/Agency Staff before he or she starts work. In particular, you will tell the Agency/Agency Staff about the following:

3.1.1 any risks or hazards in the Location;

3.1.2 any problems in getting access to the Location;

3.1.3 any pets which might be with you and which may harm the Agency Staff; 3.1.4 any problems you have with any equipment you use in the Location; and 3.1.5 any material infectious diseases suffered by anyone in the Location.

3.2 You agree:

3.2.1 to provide Agency Staff with proper access to the Location and all the equipment the Agency Staff will need to carry out the Services, including cleaning and other products;

3.2.2 to keep all the equipment needed by Agency Staff in good condition;

3.2.3 not to smoke or use illegal substances in the Location whilst the Agency Staff is present; and

3.2.4 not to let the Agency Staff use your telephone or other personal items for their own use, except in an extreme emergency.

3.3 You will ensure for each Location that the relevant software has been installed and that an appropriate level of internet connection is available from time to time. 

4. Your relationship with the Agency

4.1 Our role is to introduce the Agency to you and to help manage the arrangement between you and the Agency.

4.2 Whilst we perform reasonable background checks of each Agency, we do not guarantee or warrant the reliability, suitability or quality of the Agency. You must determine at your own discretion whether an Agency is suitably qualified and experienced to deliver the Assignment and for you to make all efforts to ensure that your and other people’s property and safety are protected.

4.3 You acknowledge, notwithstanding clause 4.1, that the Agencies are fully responsible for the provision of the Agency Staff and the Services and that we shall have no liability, whether in contract, tort (including negligence), breach of statutory duty for otherwise for any loss or damage suffered by you as a result of any act or omission of any Agency and/or any Agency Staff. You must pursue any recourse for such matters directly against the Agency.

4.4 The Agency shall load the details of the Agency Staff on to the Care Hires Site (unless otherwise agreed with the Agency). 

5. Your Obligations to Us

5.1 You shall provide details of the person or people nominated by you to enter and update your data onto the Care Hires Site (the “Administrator“) and the person or people (which, for the avoidance of doubt, shall always include any permanent staff member) nominated by you to authorise the weekly hours/shifts (the “Weekly Shifts”) and weekly timesheets (which once approved, shall be the Weekly Agreed Electronic Timesheets which shall be invoiced and the Fee will be calculated based on) (the “Authoriser“), and to provide certain information to us and the Shift Types (the “Care Provider Information“).

5.2 You shall inform us of any previous rates or other historical provisions separately agreed with the Agencies, and if you do inform us of such rates, these shall be deemed the Agreed Rates. This shall not preclude you from continuing any existing relationship with any Agency outside of these Terms or establishing any new relationship outside of these Terms if reasonably required to carry on your business.

5.3 If we inform you of the Agreed Rates for any Agency, you shall comply with such Agreed Rates and you acknowledge that the Agreed Rates, taken as a whole, are the rates that you wish to pay each Agency.

5.4 You shall ensure, in respect of each Location, that you input all the Weekly Agreed Timesheets on to the Care Hires Site by the last working day of each week and in any event by midnight on the Monday immediately following the relevant week (the “Cut Off Time“). Payments cannot be guaranteed for late submissions.

5.5 You shall ensure that you authorise the weekly timesheets (which once approved, shall be the Weekly Agreed Timesheets) in respect of a previous Weekly Shift by midnight on the next Tuesday through the Care Hires Site. You agree that if you do not authorise the time in this time frame, it shall be authorised automatically at the Cut Off Time.

5.6 If you require additional care to be added to the requirements of an Assignment (“Additional Requirements”), you must give us as much advance notice as you can and we will endeavour to agree the Additional Requirements, on your behalf, with the Agency and any additional fees with you before the Additional Requirements are provided.

5.7 You agree that all of the information that you provide to us is true, accurate, complete and not, in any way, misleading.

5.8 You shall ensure that the terms set out in the Confirmation Form are true, complete, accurate and up-to-date and you acknowledge that you are responsible for providing details for the Confirmation Form in respect of a Job Type and any other terms relating to the duration of working time, night work, rest periods, rest breaks and annual leave (as those terms are further defined in Regulations) to the Agency in respect of Agency Staff including where Agency Staff are supplied to you by the Agency under an exempt contract according to the Regulations. You further acknowledge that you are responsible for complying with Regulations 12 and 13 of the Regulations.

5.9 You acknowledge that you are responsible for the day to day management, health and safety, direction, supervision and control of all Agency Staff provided by Agencies to you. Care Hires does not have the obligation (or the opportunity) to supervise, direct or control the manner, time or place of any Agency Staff’s work.

5.10 You shall be responsible for ensuring that the Agreed Rates are up-to-date and accurate at all times (including ensuring that the Agreed Rates take account of any applicable VAT and other taxes and contributions).

5.11 You shall cooperate with Care Hires in all matters relating to the Services and provide, for Care Hires, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to your premises, office accommodation, data and other facilities as reasonably required for the purpose of providing the Services only and shall inform Care Hires of all health and safety rules and regulations and any other reasonable security requirements that apply at your premises.

5.12 If Care Hires’ performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Care Provider or the Agency, its agents, subcontractors, consultants or employees, Care Hires shall not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

5.13 You shall not, at any time (i) during the period of this Agreement; and (ii) for a period of six (6) months after the termination of this Agreement, solicit or entice away from Care Hires or employ any person who is, or has been, engaged as an employee, consultant, contractor or subcontractor of Care Hires. In the event of any breach of this clause 5.13, without prejudice to any other right or remedy, you shall pay to Care Hires a sum equivalent to 20% of the then current annual remuneration of the employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by you to that employee, consultant or subcontractor and the parties agree such amount is a genuine pre-estimate of Care Hires’ loss and that Care Hires has a legitimate interest in ensuring compliance with this clause 5.13 and these liquidated damages are neither extravagant nor unconscionable.

6. Our Management Obligations

6.1 If requested to do so by you, we shall:

6.1.1 use reasonable endeavours to negotiate with the Agency, on your behalf, shorter periods of time for which you have to have engaged Agency Staff through an Agency before you can offer the Agency Staff permanent employment (“Temp to Perm Periods“);

6.1.2 attend a reasonable number of meetings with you and/or the Agency to discuss and to try and help resolve any performance or dispute issues identified by you, but without any liability on our part or responsibility for the outcome

6.1.3 use reasonable endeavours to manage the replacement of one Agency with another Agency in respect of agency work;

6.1.4 use reasonable endeavours to provide such data analysis as we are able to in respect of tracking the supply of Agency Staff by more than one Agency or to a company connected to you for the purposes of assisting you to assess your exposure to liability in respect of the Regulations;

6.1.5 input new data onto Care Hires including new or amended Shift Types; and

6.1.6 update and amend data on the Care Hires Site including adding and amending Administrators and Authorisers.

7. Intellectual Property

7.1 As between the Care Provider and Care Hires, all intellectual property rights and all other rights in Care Hires and any materials, reports and other documents produced by Care Hires (the “Materials”) shall be owned by Care Hires. Subject to clause 7.2 and 7.3, Care Hires licences its rights to any reports and other documents produced by Care Hires to the Care Provider free of charge on a non-exclusive, worldwide basis to such extent as is necessary for the Care Provider’s obligations and rights under these Terms (the “Purpose“).

7.2 The Care Provider undertakes not to:

7.2.1 use the Materials for any purpose other than the Purpose;

7.2.2 decompile, rent, lease, sub-license, loan, translate, merge, adapt, vary or modify Materials;

7.2.3 provide or otherwise make available Materials in any form, in whole or in part (including program listings, object and source program listing, object code and source code) to any third party; and

7.2.4 provide, attempt to provide, or otherwise make available to any third party any service using all or part of Materials.

7.3 All intellectual property rights and all other rights in the Care Provider Information shall be owned by the Care Provider and the Care Provider hereby licences its rights to the Care Provider Information to Care Hires free of charge on a non-exclusive, basis strictly to such extent as is necessary for Care Hires’ to meet their obligations and rights under these Terms. 

8. Insurance

8.1 During this Agreement we shall maintain in force the following insurance policies with reputable insurance companies:

(a) public liability insurance for not less than £10 million; and
(b) professional indemnity insurance in an amount not less than £10 million, (c) and shall, on your request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium. 

9. Confidentiality

9.1 This clause 9 sets out the terms on which Confidential Information will be made available by one party (the “Disclosing Party“) to the other (the “Receiving Party“) in relation to the provision of Services. “Confidential Information” shall cover in relation to the Disclosing Party any information of a confidential or proprietary nature or which is marked as confidential or proprietary, including any information concerning the Disclosing Party’s business, its business plans, forecasts, accounts, finances, products, know-how, intellectual property, suppliers, customers or associated companies or resulting from studies or surveys commissioned by or on behalf of the Disclosing Party.

9.2 The Receiving Party undertakes in relation to any Confidential Information of the Disclosing Party:

9.2.1 that any such Confidential Information shall be received and used by it only to the extent necessary for its rights and obligation under this Agreement (the “Authorised Purpose”);

9.2.2 to treat and safeguard such Confidential Information as confidential and to exercise the same degree of care as the Receiving Party would use to safeguard its own confidential information (and at a minimum a reasonable standard of care);

9.2.3 not to disclose any or all of the Confidential Information, to any third party except to those of its employees, officers, sub-contractors and advisors who need to have access to it for the Authorised Purpose (and the Receiving Party shall, before disclosing such Confidential Information to an employee, officer, sub-contractor or advisors, make such person aware of the restrictions as to use and disclosure and shall ensure that they comply with such restrictions); and

9.2.4 to only make sufficient copies as are reasonably necessary for the Authorised Purpose.

9.3 The restrictions on use and disclosure of Confidential Information set out in this clause 9 shall not apply to Confidential Information to the extent that it:

9.3.1 is required to be disclosed by the Receiving Party under law or by court order, but then only to the extent of and for the purpose for which such disclosure is required;

9.3.2 is, at the time of disclosure, in the public domain or later comes into the public domain otherwise than by reason of breach of the Receiving Party’s obligations under this Agreement;

9.3.3 is, prior to disclosure, in the possession of the Receiving Party free of any obligation of confidentiality;

9.3.4 subsequent to disclosure, becomes lawfully available to the Receiving Party from a source independent of the Disclosing Party without any breach of obligations owed to the Disclosing Party; or

9.3.5 is independently developed by the Receiving Party without recourse to any Confidential Information of the Disclosing Party.

9.4 The obligations of use and confidentiality in this clause 9 shall continue for the duration of this Agreement and after its termination.

9.5 The Receiving Party shall, on the written request of the Disclosing Party, either return or destroy (at the Receiving Party’s option) all Confidential Information and shall, on reasonable request, provide written confirmation that such steps have been taken.

10. Indemnity and Liability

10.1 Nothing in these Terms is intended to or will limit or exclude liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation, for breach of the obligations implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982 or for any other liability which may not be excluded by law.

10.2 Subject to the foregoing and to clause 10.1 and without prejudice to any conditions, warranties or other terms expressly set out in these Terms, all conditions, warranties or other terms which might be implied or incorporated into these Terms or any collateral contract, whether by statute, common law or otherwise, in favour of the Care Provider are hereby excluded, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality or fitness for purpose.

10.3 Subject to clause 10.1:

10.3.1 Care Hires total liability, whether under these Terms or any collateral contract, for loss of or damage to the Care Provider’s tangible property caused by the negligence of Care Hires, its officers, employees, contractors or agents, shall not exceed £50,000.

10.3.2 Care Hires shall not be liable (whether in contract, tort (including negligence), breach of statutory duty or otherwise) to you for any indirect or consequential losses or for any loss of profits;

10.3.3 Care Hires shall not be liable for any error, defect or other default with the Care Hires Site or any downtime or unavailability due to maintenance or emergencies, including any denial of service or other malicious attack; and

10.3.4 Care Hires shall have no liability for any losses or damages which may be suffered by the Care Provider as a result of any act, omission or default of an Agency or Agency Staff (or any person claiming under or through the Care Provider), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence), breach of statutory duty or otherwise howsoever arising.

10.4 You shall indemnify us (and our officers, directors, employees and affiliates) against all and any liabilities, losses, damages, costs (including reasonable legal costs) or expenses of whatsoever nature suffered or incurred by us arising out of or in connection with:

10.4.1 any failure to comply with any part of these Terms, including any failure to make timely payment to us when due;

10.4.2 any claim by an Agency or Agency Staff arising out of or in connection with your acts or omissions or any of the acts or omissions of any of your employees, agents, contracts.

11. Termination

11.1 Either party may end this Agreement in whole or in respect of one or more Locations at any time by giving the other party at least ninety (90) days’ notice via email to Care Hires. Unless otherwise agreed or unless required by Care Hires or Agency, any ongoing Assignments will be completed and the Terms shall continue for that purpose.

11.2 Either party may end the Agreement with immediate effect in whole or in respect of one or more Locations by giving the other written notice to the other if:

11.2.1 The other party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing of the breach by the terminating party;

11.2.2 you do not pay us the monies which are due under this Agreement on the due date for payment and remain in default not less than thirty (30) days after being notified in writing to make such payment; or

11.2.3 the other party goes into liquidation; is declared bankrupt or is unable to pay its debts; a winding up petition is presented in respect of it; an administrator is appointed or notice of intention to appoint an administrator is given; a receiver or administrative receiver is appointed over the whole or any part of the assets of such company; it proposes to enter or makes any arrangement or composition with its creditors or makes an application to a court for the protection of its creditors in any way; is otherwise unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986); or is the subject of any similar event to those above in any jurisdiction; or suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

11.3 Terminating this Agreement does not end your ongoing agreement with the Agency.

11.4 Upon termination of the whole of this Agreement or any Locations under this Agreement for any reason (save in respect of Locations which have not been terminated):

11.4.1 all licences granted under clause 7 shall immediately terminate;

11.4.2 the Care Provider shall immediately pay to Care Hires all outstanding unpaid invoices and interest and, in respect of any accrued amounts for which no invoice has been submitted, Care Hires may submit an invoice, which shall be payable immediately on receipt;

11.4.3 the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination; and

11.4.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

12. TUPE and Employment

If the employment of any person (or any claim or liability related to any such person) who has been employed or engaged by the Care Provider or any third party is deemed to have transferred, transfers or is claimed to have transferred to Care Hires, as a result of the application of the Transfer of Undertakings (Protection of Employment) Regulations 2006 or otherwise, as a result of or connected to Care Hires appointment under these Terms, Care Hires shall (if applicable) be entitled to dismiss any such person and the Care Provider shall in any event indemnify and keep indemnified Care Hires from and against any and all costs, losses, proceedings (including any applicable court or tribunal fees), actions, claims or demands, liabilities, losses, damages and obligations which Care Hires may incur or for which Care Hires may be liable (including legal costs and expenses) arising out of or in connection with such person’s employment and/or its termination and/or any claim for a failure to consult in relation to the transfer that could be brought by such person or any employee representative on behalf of such person (in each case whether on before or after such person’s transfer to Care Hires). 

13. Force Majeure

13.1 Neither party shall be liable for any failure or delay in performing its obligations under these Terms where the failure or delay results from any cause that is beyond its reasonable control, other than the Care Provider’s obligation to make timely payment. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic, pandemic or other natural disaster, or any other event that is beyond our reasonable control (a “Force Majeure Event“).

13.2 Any party that is subject to a Force Majeure Event shall not be in breach of these Terms provided that:

13.2.1 it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;

13.2.2 it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and

13.2.3 it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under these Terms in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.

13.3 If the Force Majeure Event prevails for a continuous period of more than three (3) months, either party may terminate this Agreement by giving three (3) days’ written notice to all the other party. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such termination.

14. Assignment

Neither party may assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement without the prior written consent of the other party (such permission not to be unreasonably withheld).

15. Bribery and Corruption

15.1 Care Hires and the Care Provider shall comply with all applicable laws and regulations relating to anti-bribery and anti-corruption, including the Bribery Act 2010, and whilst this Agreement is in force, have and shall maintain in place suitable policies and procedures to ensure such compliance and will enforce them where appropriate.

15.2 Neither party shall engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK.

16. Notices

16.1 Any notice required to be given under or in connection to this Agreement shall be in English, in writing, signed by or on behalf of the party giving it and shall be served by delivering it personally, or by sending it by pre-paid first-class post, recorded delivery or registered post, to the address set out above and for the attention of the relevant party notified for such purpose, or to such other address as that party may have notified to the other party in accordance with this clause 

17. General

17.1 Care Provider warrants and represents to Care Hires that this Agreement has been entered into by a duly authorised representative with full power and authority to bind it and that once executed this Agreement will constitute legal, valid and binding obligations of Care Provider.

17.2 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.3 This Agreement together with Care Hires’ website terms of use and privacy policy, constitutes the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Care Hires mayunilaterally make additions and/or changes to these Terms from time to time upon giving at least 30days’ notice to the Care Provider

17.4 This Agreement sets out the full extent of Care Hire’s obligations and liabilities in respect of the services it offers and its platform. Except as expressly stated in this Agreement, any other conditions, warranties, representations or other terms that may have been expressly given or which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, are all excluded to the fullest extent permitted by law.

17.5 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.