1.

Definitions and interpretation

1.1

In the Contract:

Agency means Cosy Toes Nanny Agency LLP (Number OC303325);

Applicants means an individual wishing to provide Childcare Services to a prospective Employer;

Childcare Services means full and/or part-time and/or temporary nanny services (as the case may be);

Confidential Information means (1) any information concerning the business, accounts, finances, contractual arrangements or other dealings, transactions, affairs or property of the Agency; and/or (2) any information of whatsoever nature relating to an Applicant and which has been provided by the Agency or on its behalf to the Employer or to such other party or parties as it shall direct but does not include in either case information which has become a matter of public knowledge (other than by reason of the Employer failing to comply with its obligations of confidentiality contained in the Contract or its unlawful disclosure by any person);

Conditions means these terms and conditions as amended pursuant to these terms and conditions from time to time;

Contract means the Conditions and the Schedule (if any) as amended pursuant to these terms and conditions from time to time;

Employer means any person contacting the Agency seeking introductions to Applicants;

Engagement shall have the meaning given in condition 3.1.1;

Fees means the Employer's standard scale of fees and charges from time to time in respect of the relevant type of Applicant and Childcare Services or such other fees as may be agreed between the Employer and the Agency from time to time;

Introduction Period shall have the meaning given in condition 4.3;

Introduction Services means the introduction of Applicants to the Employer in accordance with the Contract;

Questionnaire means the Agency's standard questionnaire for completion by Employers providing personal details and Introduction Services required by the Employer;

Schedule means a schedule or other document (if any) provided by the Agency setting out the commercial terms upon which the Introduction Services will be provided;

1.2

headings do not form part of and shall not affect the interpretation of the Contract;

1.3

unless specified to the contrary, use of the singular is deemed to include the plural, use of any gender is deemed to include every gender and any reference to a person is deemed to include a corporation, a partnership and other body or entity; and (in each case) vice versa.

2.

Introduction Services

Subject to the remainder of the Contract in particular, but without limitation, condition 8 below, the Agency shall use reasonable endeavours to introduce the Employer to potential Applicants and to provide details of such Applicants to the Employer who will be suited, so far as possible, to any requirements for Childcare Services specified by the Employer including, without limitation, a curriculum vitae from the Applicant and disclosure on the Applicant from the Criminal Records Bureau conducted at any time during the period of 12 months prior to the Contract and will supply to the Employer all other relevant information supplied by any Applicant considered by the Agency to be suitable, including where available, any references.

3.

Employer's Obligations

3.1

The Employer agrees to notify the Agency immediately:-

3.1.1

an offer is made by an Employer to engage an Applicant (whether as employee or otherwise) and has been accepted by an Applicant (Engagement) and to supply details to the Agency of the date of commencement and length of the Engagement (when appropriate) and agreed wages and/or other payment terms;

3.1.2

the date upon which the Applicant commences provision of the Childcare Services to the Employer directly or indirectly;

3.1.3

if the nature of any Engagement of an Applicant changes in any way during the period of six months from commencement of the original Engagement so as to result in a change of Childcare Services being provided by that Applicant falling within a different category which would have required a higher Fee to have been paid to the Agency if the subject of the original Engagement, the date of such charge;

3.1.4

the commencement of any Childcare Services to a third party so as to result in a payment pursuant to condition 4.3;

3.1.5

upon any decision by the Employer to cease to use the Introduction Services of the Agency.

3.2

The Employer agrees not to re-engage temporary Applicants introduced by the Agency other than through the Agency and each such new Engagement will require the payment of the appropriate Fee.

3.3

The Employer is solely responsible for ensuring that an Applicant is eligible to work in the United Kingdom and for obtaining any work permits that may be necessary and for arranging any medical examinations and/or investigations into the medical history of any Applicant.

3.4

The Employer is solely responsible for ensuring compliance with all employment, fiscal, and other relevant legislation and regulations and all taxation obligations including, without limitation, National Insurance contributions relating to the Engagement and any and all payments made to an Applicant and in any other way relating to the Engagement or information provided to the Employer under the Contract. The Agency shall have no responsibility whatsoever for such matters notwithstanding that information may be given by the Agency in connection with taxation payments and national insurance contributions that may relate to any Engagement . This is given on the basis that the Employer shall be responsible for confirming and verifying accuracy and effect of such information.

3.5

The Employer warrants and undertakes to the Agency the completeness, truth and accuracy of any information supplied to the Agency in connection with the Contract and/or the requirement for Introduction Services including, without limitation, any Questionnaire completed by the Employer and agrees to inform the Agency of all information from time to time relevant to the provision of Introduction Services by the Agency including any change of circumstances.

3.6

The Employer agrees to disclose to the Agency all information necessary and relevant to best enable the Agency to undertake the Introduction Services and as requested by the Agency from time to time.

4.

Fees

4.1

Unless otherwise agreed in writing between the Employer and the Agency and subject to the remaining provisions of this condition 4, the Agency may invoice the Fees applicable to the Childcare Services being provided by any Applicant on the date 7 days' after the earlier of:-

4.1.1

the date of acceptance of the Engagement by the relevant Applicant; and

4.1.2

the date upon which the Applicant first provides any Childcare Services to the Employer whether directly or indirectly.

4.2

If at any time within the Introduction Period circumstances arise (Events) which require the Employer to give notice under condition 3.1.3 then at any time after an Event the Agency may invoice the Employer for an amount equal to the Fee payable for the relevant new Childcare Services applicable at that time less any Fees already paid.

4.3

Except as provided in conditions 4.4 and 4.5, all Fees are due for payment within 7 days from the date of invoice.

4.4

In respect of the introduction of Applicants for temporary positions the Agency may invoice immediately the Applicant first provides any Childcare Services to the Employer whether directly or indirectly and payment shall be due within 3 days' of the date of invoice.

4.5

If the Applicant provides any Childcare Services to a third party which are being provided as a direct or indirect result of information supplied by the Agency to the Employer whether as a result of passing on information in breach of condition 12 or otherwise at any time within the period of six months from the commencement of those Childcare Services (Introduction Period) then the Employer shall be liable to make a payment to the Agency of a sum equal to the amount of the Fee that would have been payable if the Employer had engaged the Applicant to provide those Childcare Services itself but at the then current Fee rate. Payment shall be made immediately upon the provision of such Childcare Services commencing and condition 4.2 above below shall also apply in respect of such engagement as if the third party were the Employer.

4.6

All Fees and payments due under the Contract are exclusive of VAT which shall be payable in addition if applicable.

4.7

Any sum payable by the Employer which is not paid when due shall require the Employer to pay to the Agency interest on the unpaid sum at the rate of 4 per cent above the base rate of Barclays Bank plc from time to time compounded daily from the date or last date for payment of the unpaid sum to the date of actual payment (both dates inclusive). Such interest shall be paid on demand by the Agency.

4.8

In the event that the Employer receives details of an Applicant from another source for Childcare Services then the Employer shall be obliged to pay all Fees if the details were first provided by the Agency.

5.

Basis of Contract

5.1

The Contract constitutes the full agreement and governs the relationship between the Agency and the Employer upon the Employer requesting any Introduction Services from the Agency to the entire exclusion of any other agreements and/or other arrangements whether written or oral. No variation of the Contract can be made unless expressly confirmed by the Agency in writing.

5.2

The Agency reserves the right to amend the Conditions at any time but on the basis that such amendments shall not have retrospective effect.

6.

Termination

6.1

Subject to condition 6.2, either party may terminate the Contract immediately on written notice to the other.

6.2

Notwithstanding termination of the Contract, the Employer shall continue to be bound by the terms of condition 4 in respect of an introduction of an Applicant made by the Agency to the Employer prior to termination. conditions 8 to 14 (inclusive) shall survive termination.

7.

Termination of Engagement

7.1

Once a Fee has become payable in accordance with condition 4 there can be no refunds except in the specific circumstances referred to and as provided in condition 7.2 and condition 7.4.

7.2

If an Applicant (not being an Applicant for temporary Childcare Services), after entering into an Engagement, fails to commence provision of Childcare Services on the date agreed with the Employer or if the Applicant ceases to provide any Childcare Services to the Employer (Terminating Applicant) within six weeks of commencing provision of such services then at the option of the Agency:
(a) all Fees payable or paid in respect of the introduction of that Applicant shall be waived or refunded as follows:

7.2.1

the Employer notifies the Agency in writing within seven days' of the termination of the Engagement and/or provision of Childcare Services;

7.2.2

in the case of option (b), all Fees in respect of the Introduction Services for the relevant Applicant terminating have been paid in full;

7.2.3

the termination of the Engagement and/or provision of Childcare Services was not caused by the act or omission of the Employer without good cause.

7.3

If the Agency follows option (b) in condition 7.2, there can be no refund of any Fees paid for a Terminating Applicant.

7.4

If an Applicant for temporary Childcare Services fails to commence provision of Childcare Services then any Fee payable for that introduction shall be waived and/or refunded except where this was caused by an act or omission of the Employer without good cause. Otherwise all Fees for such Applicant are payable in full.

8.

Basis of Agency and Liability

8.1

The Agency is acting as introductory agent only and accepts no responsibility whatsoever for Applicants. The final decision to employ an Applicant rests with the Employer and the Agency can give no warranty, representation or undertaking as to the suitability, honesty or capability of any Applicant nor as to the completeness, truthfulness or accuracy of any information or statement or reference provided by the Agency or on its behalf to the Employer or as it shall direct in respect of the Applicant. Verification of all such information and references shall be the responsibility of the Employer.

8.2

The Agency does not employ the Applicant and upon an Engagement of an Applicant by an Employer the contractual relationship, whether of employment or otherwise, shall be between the Employer and the Applicant only and the Agency shall neither be a party nor be responsible for any negotiations or otherwise. The Agency can give no warranty, assurance or guarantee that an Applicant will honour its commitments with respect to any Engagement with the Employer.

8.3

The Agency shall not be liable for loss, damage or personal injury arising directly or indirectly out of any introduction of an Applicant to the Employer and/or in any way in connection with the provision of the Introduction Services and/or as a result of any act or omission of any Applicant and/or as a result of providing a specimen contract of employment or contract for services to the Employer in relation for which the Employer shall seek independent advice.

9.

Indemnity

The Employer shall indemnify the Agency and keep the Agency fully and effectively indemnified on demand from and against all debts, liabilities, obligations, actions, losses, costs, damages, proceedings, claims and demands of whatever nature (including legal action on an indemnity basis) which the Agency may suffer and which may arise out of breach of any provision of the Contract.

10.

Consents

The Employer hereby consents to the disclosure of all information provided by the Employer to the Agency for the purpose of procuring Childcare Services to any third party, including, without limitation, any potential Applicant.

11.

Assignment

11.1

The Employer shall not assign or transfer any of its rights or obligations or charge the benefit of the Contract whether in whole or in part.

11.2

The Agency shall be free to assign the benefit of the Contract and/or sub-contract all or any of its obligations required to be performed by it under the Contract to any third party.

12.

Confidential Information

12.1

Introductions of Applicants are strictly confidential. The Employer undertakes to the Agency that it will not and will procure that none of its associates and no officer or employee of it or of any of its associates (if any) will at any time disclose to anyone or use for their own purposes or for any purposes (except for the purposes of determining the suitability of an Applicant) or, through any failure to exercise all due care and diligence, cause any unauthorised disclosure of any Confidential Information which they or any of them now possess or of which they come into possession.

12.2

The Employer shall be responsible for any unauthorised use of the Confidential Information by its associates and its and/or their officers and employees. The Employer shall indemnify the Agency and keep the Agency indemnified against any losses or damages which any of them may suffer or incur as a result of their associates and its and/or their officers or employees or any other person, save as specifically authorised by the terms of the Contract, having access to the Confidential Information as a result of any neglect on the part of the Employer in breach of its obligations under the Contract.

12.3

The Employer's obligations of confidentiality and non-use in this condition 12 shall continue notwithstanding termination of the Contract but shall not apply to any Confidential Information or data which:-

12.3.1

is public knowledge at the time of its receipt from the Agency;

12.3.2

becomes public knowledge otherwise than as a result of any act or default of the Employer;

12.3.3

is required to be disclosed by law or other statutory competent or regulatory authority provided that the Agency is notified of such required disclosure in reasonable detail at the earliest practicable time, that the Employer shall only furnish that part of the Confidential Information which is required by law or regulation to be disclosed and that the form of any disclosure shall be the subject to the prior written consent of the Agency.

12.4

The Confidential Information and the copyright in the Confidential Information and all written know-how related to it and all property made available to the Employer by the Agency remains the property of the Agency.

12.5

The Employer will on demand of the Agency at any time deliver up or cause to be delivered up to the Agency all Confidential Information and all notes and records on whatever media (including copies) containing Confidential Information, in each case being in the custody, control or possession of the Employer or any of its associates or its or their employees or officers and/or irrecoverably delete or destroy any Confidential Information or notes containing Confidential Information held by the Employer or such persons.

13.

General

13.1

The Employer confirms that he has not relied on any representation, warranty, collateral contract or other assurance except those set out in the Contract. To the extent any previous representation, warranty, collateral contract or assurance was made to or with the Employer, he waives all rights and remedies in respect of it to the fullest extent permitted by law. However, nothing in this condition shall limit or exclude liability for fraud. The express terms of the Contract are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law or otherwise, all of which are excluded to the fullest extent permitted by law.

13.2

Unless expressly provided in the Contract, no provision of the Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

14.

Governing law

The Contract is subject in all respects to English law and the English courts shall have exclusive jurisdiction with regard to all matters arising under or in connection with it.