THESE TERMS AND CONDITIONS apply in relation to any services provided by Koru Kids Limited (Company No. 10047637) a company incorporated in England and Wales whose registered office is at [23 Shepherds Hill Highgate London, N6 5QJ] ("Koru Kids") to you as a user of childcare provider services (the "Client").
The following terms and conditions apply to your use of the Koru Kids Web Platform which is owned and maintained by Koru Kids, and the services available from the Koru Kids Web Platform (together, the "Koru Kids Service"). Please read these terms carefully. By using the Koru Kids Web Platform and/or using the Koru Kids Service you as the Client agree that you have read, understood and agreed to these Terms (each as amended from time to time).
The date of this Agreement is: 21 July 2020 (“Agreement Date”)
- Koru Kids is in the business of providing a web-based platform to facilitate Nannies to find Clients who want to engage their services, and Clients to find Nannies who want to provide services.
- Koru Kids may, if a Client so wishes, introduce them to another Client with whom they can collaborate and jointly find a Nanny to provide services to both Clients at the same time.
- Koru Kids may, if two Clients so opt to, allow two Clients to collaborate and jointly find a Nanny willing to provide Nanny Services to both Clients at the same time.
- Koru Kids shall facilitate introductions to Clients of Nannies in accordance with the terms of this Agreement.
- Nanny Services under these Terms and Conditions shall, for reasons of convenience, be paid for via Koru Kids with Koru Kids acting as Commercial Agent, but the parties acknowledge and accept that any payment relating to Nanny Services shall be the ultimate responsibilities of the Client and paid under or in consequence of the agreement between the relevant Nanny and Client and not under any agreement between the Client and Koru Kids.
- Koru Kids may provide a platform where Clients can connect and communicate with other Clients.
- Koru Kids acts as a Commercial Agent for the Client in respect of payments due from the Client to the Nanny.
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement, unless the context otherwise requires, the following definitions shall apply:
"Agreement" means the agreement between Koru Kids and the Client comprising the terms set out in this document and any Engagement Details relating to a relevant Engagement.
“After School Nanny” means a Nanny who is providing Nanny Services to a child or children of 2 families for part of the day, usually in the afternoon.
"Business Day" means any day (other than Saturday or Sunday) on which clearing banks are open for business in London. "Collaboration" means an association of two Clients who have either;
- been introduced to each other by Koru Kids (at the request of each of the Clients); or
- who have jointly approached Koru Kids,
and consented to being associated together for the purposes of jointly finding and engaging a Nanny.
“Collaborative Engagement” means a Collaboration’s employment of a Nanny who has introduced him/herself to the Client via Koru Kids Web Platform, on the terms set out in the Collaborative Nanny Agreement.
“Collaborative Nanny Agreement” means an agreement between the Collaboration and the Nanny (specific to that Client) as may be set out (or referred to or linked to) in the Engagement Details (and in either case incorporating relevant details from the Engagement Details).
“Commercial Agent” means an agent authorised to negotiate or conclude the sale or purchase of goods or services on behalf of the payer (being the Client).
“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
“Day Nanny” means a Nanny who is providing Nanny Services to a child or children of two (2) families throughout the day.
“Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of personal data including: (i) EU Regulation 2016/679 (“GDPR”); (ii) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR (including, in the UK, the Data Protection Act 2018 (“DPA”) and the applied GDPR as defined in the DPA; and (iii) any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC (as amended by 2009/136/EC) (including, in the UK, the Privacy and Electronic Communications (EC Directive) Regulations 2003); in each case, as updated, amended or replaced from time to time.
“DP Regulator” means any governmental or regulatory body or authority with responsibility for monitoring or enforcing compliance with the Data Protection Laws.
“Engagement” means a Sole Engagement, or a Collaborative Engagement. “Engaged” and “Engage” shall be construed accordingly.
“Engagement Details” means any terms entered on the Koru Kids Web Platform relevant to an engagement or proposed engagement and including the general requirements of a potential Vacancy posted by the Client on the Koru Kids Web Platform, including start time, end time, type of work including the structure of the day (stating clearly if there are catch up slots for example) and also rates of pay, and if there are any additional requirements including (without limitation) any form of agreement setting out the terms of a Nanny Agreement, location, requirement for the Nanny to be able to drive, fee rate, and on what basis employers’ pensions contributions will be paid to the Nanny in respect of the Engagement.
“Introduction” means the Client directly or indirectly receiving, viewing or having access to any information via the Koru Kids Web Platform which identifies or relates to a person who may act as a Nanny. The date of Introduction shall be the date that the Client obtains any such information. “Introduces” and “Introduced” shall have the corresponding meanings.
“Koru Kids Checks” means the checks as set out in Schedule 6.
“Koru Kids Payroll Service” means the services detailed in Schedule 5.
“Koru Kids Web Platform” or “Site” means https://www.korukids.co.uk
“Koru Kids Service” has the meaning set out at the head of this Agreement.
“Koru Kids Service Fee” means the fee payable by the Client to Koru Kids as set out in Schedules 1 and 2.
“Location” means the location that the Engagement shall be delivered, as detailed in the Engagement Details.
“Loss” means any demand, contribution, claim, action, proceeding, liability, loss, damage, costs, expenses, tax, national insurance contributions (to the extent permitted by law) and charges and any related penalties, fines or interest whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred (including without limitation all losses, liabilities and costs incurred as a result of defending or settling any claims).
“Nanny” means an After School Nanny or Day Nanny, who is named in the relevant Engagement Details relating to the relevant Engagement.
“Nanny Agreement” means a Sole Nanny Agreement or a Collaborative Nanny Agreement.
“Nanny Fees” has the meaning set out in clause 5.1.
“Nanny Services” means the services to be performed by a Nanny in relation to an Engagement.
“Off Platform Payment Charge” means the amount specified as such in Schedule 1 for After School Nannies, and Schedule 2 for Day Nannies, payable in the circumstances set out in clause 5.
“Payment Services Regulations” means the Payment Services Regulations 2009.
“Reservation Period” means a period of 2 or more weeks prior to an agreed Engagement commencing.
“Reservation Deposit” means the deposit of an amount specified in Schedule 1 for After School Nannies, and Schedule 2 for Day Nannies, which is payable if the Client and Nanny agree that an Engagement will begin after the Reservation Period.
“Sole Engagement” means the Client’s employment of a Nanny, who has introduced him/herself to the Client via the Koru Kids Web Platform, on the terms set out in the Nanny Agreement.
“Sole Nanny Agreement” means an agreement between the Client and the Nanny (specific to that Client) as may be set out (or referred to or linked to) in the Engagement Details (and in either case incorporating relevant details from the Engagement Details).
“Timesheet” means a record posted on the relevant part of the Koru Kids Web Platform, or such other system as is used to record the time and attendance details of Nannies on Engagements, from which electronic timesheets are generated.
“Vacancy” means the specific details of a potential vacancy of either the Client or of the Collaboration (in respect of which the Client or the Collaboration has issued a Vacancy Notification).
“Vacancies” shall be construed accordingly.
“Vacancy Notification” means a notification by either a Client or a Collaboration to a Nanny through the Koru Kids Web Platform of a vacancy to perform the Nanny Services in accordance with Engagement Details and these Terms and Conditions.
1.2. Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of this Agreement) and all subordinate legislation made (before or after the date of this Agreement) under it from time to time.
1.3. Where the context permits, words denoting:
- persons shall include bodies corporate and unincorporated associations of persons;
- the singular include the plural and vice versa; and
- one gender shall include any gender.
2. KORU KIDS' OBLIGATIONS
2.1. Koru Kids shall (subject to availability) provide systems:
- which may facilitate the Introduction of an After School Nanny;
- which may facilitate the Introduction of a Day Nanny;
- via which multiple Clients can form a Collaboration;
- via which Clients can connect and communicate;
- to enable Clients and Collaborations to fill a Vacancy and Engage a Nanny in accordance with the terms of this Agreement, and in particular in accordance with clause 4 (Vacancy-Filling Process)
- to provide Koru Kids Payroll Services.
2.2. Koru Kids shall carry out Koru Kids Checks in accordance with Schedule 6. Koru Kids cannot guarantee that the information concerning the Nanny which has been made available to Koru Kids is accurate or complete. The final responsibility for any decision to engage a Nanny rests with the Client, who is therefore strongly advised to check details, documentation (including right to work documentation) and references personally.
2.3. Koru Kids will use its reasonable endeavours to carry out certain other checks (as may from time to time be specified by it on the Koru Kids Web Platform) on Nannies who register on the Koru Kids Web Platform.
3. THE CLIENT'S/COLLABORATION'S OBLIGATIONS
3.1 The Client/Collaboration agrees that by submitting a Vacancy Notification on the Koru Kids Web Platform the Client/Collaboration has given Koru Kids authority to post details of such Vacancy on the Koru Kids Web Platform, or by using third party platforms .
3.2 The Client agrees that where it has agreed to form a Collaboration the provisions of Schedule 3 shall apply (in addition to the other terms and Schedules of this Agreement) to the Client/Collaboration's use of the Koru Kids Services.
3.3 The Client/Collaboration warrants, represents and undertakes that:
- when submitting a Vacancy Notification or other records or details relating to an Engagement it will not breach nor directly or indirectly cause Koru Kids to breach any anti-discrimination laws or provide any information or make any requests that may bring Koru Kids into disrepute;
- it will not block a Nanny from work with the Client/Collaboration for any reason that is of an unlawfully discriminatory nature, or that may bring Koru Kids into disrepute;
- all information provided by the Client/Collaboration in the form of Engagement Details or otherwise for the purposes of the Engagement will be true and accurate and up to date; and
- it will supply information to Koru Kids via the Koru Kids Web Platform confirming the performance of the Nanny Services by appropriate completion of the Timesheet.
3.4 The Client/Collaboration agrees that it shall give to Koru Kids in the Engagement Details and/or otherwise as requested by Koru Kids information confirming:
- the identity of the Client/Collaboration;
- the date on which the Client/Collaboration requires provision of the Nanny Services to commence and the duration or likely duration of provision of the Nanny Services;
- the experience, training, qualifications and any authorisations which the Client/Collaboration considers are necessary, or which are required by law or by any professional body for the Nanny to possess in order to provide the Nanny Services. For the avoidance of doubt Koru Kids will not carry out checks in relation to these and it is agreed that (unless specifically agreed otherwise with Koru Kids in writing) responsibility for such checks will rest with the Client/Collaboration;
- any preferences the Client/Collaboration may have in relation to childcare arrangements;
- what is needed by Koru Kids to carry out the Koru Kids Checks;
- when the Client/Collaboration has Engaged a Nanny so that the appropriate Koru Kids Service Fee can be calculated and invoiced in respect of that Engagement; and
- that all Nannies who approach the Client/Collaboration are genuine Nannies.
3.5. The Client/Collaboration shall:
- (where it decides to engage a Nanny) engage each Nanny on the terms of a Nanny Agreement;
- carry out risk assessments of the Nanny Services to be undertaken and notify the Nanny immediately of any specific or potential hazards relating to the Engagement and any precautions the Nanny should take in relation to such risks;
- not allow the Nanny to undertake any work that is hazardous without first undertaking a risk assessment and notifying the Nanny of any risks identified;
- if applicable, make clear to the Nanny what rules (including but not limited to health and safety, site and security policies, procedures and regulations) apply in respect of the Location(s);
- ensure that any and all equipment, and protective clothing are in good order and are suitable, safe and comply with all relevant health & safety legislation;
- check and sign or electronically verify Timesheets (in a form approved by Koru Kids) verifying the number of hours worked by the Nanny which shall be deemed to be confirmation of satisfactory performance of the Nanny Services by the Nanny unless the Client/Collaboration expressly notifies Koru Kids otherwise in writing;
- use the Koru Kids Payroll Services (detailed in Schedule 5). This service is provided by Koru Kids to aid Clients/Collaborations with their obligation to employ any Nanny and ensure all employment obligations (including for the avoidance of doubt deduction of employee income tax and employees national insurance contributions from the Nanny Fee). Irrespective of the Client/Collaboration's use of the Koru Kids Payroll Services, the ultimate responsibility for ensuring employment of the Nanny and all employment obligations remains with the Client/Collaboration;
- pay any After School Nanny engaged by it the Nanny Fees as agreed in the Nanny Agreement and according to Schedule 1 of this Agreement.
- pay any Day Nanny engaged by it the Nanny Fees as agreed in the Nanny Agreement and according to Schedule 2 of this Agreement.
- pay any Nanny any additional payments as required by any law, such as sick pay.
- Pay Koru Kids the Koru Kids Service Fee according to Schedule 1 or Schedule 2 of this Agreement.
- notify Koru Kids immediately if it is dissatisfied with the performance by the Nanny of the Nanny Services; and
- (without limitation to the above) not commit any act or omission constituting unlawful discrimination against or harassment of any Nanny in connection with the performance of the Nanny Services.
3.6. Koru Kids may ensure the Client/Collaboration is properly registered as an employer with HMRC if necessary (and certain criteria are met). The Client/Collaboration undertakes to inform Koru Kids of any information relating to this, or communication received from HMRC with this regard. Koru Kids shall provide the Koru Kids Payroll Services, which assist the Client/Collaboration in complying with its employment and tax obligations. Irrespective of this, the Client is ultimately responsible for ensuring compliance with all employment and other relevant legislation and regulations and all taxation obligations including, without limitation, national insurance and pension contributions relating to the Engagement and all payments made to a Nanny and in any other way relating to the Engagement.
3.7. The Client shall use the Koru Kids Payroll Services detailed in Schedule 5. Koru Kids may assist the Client by properly registering the Client/Collaboration as an employer with HMRC; and to pay to HMRC any taxes and national insurance charges (employee and employer) which are due as a consequence of employment of the Nanny, following timely receipt of the agreed per hourly rate from the Client.
3.8. Koru Kids holds no responsibility for the employment contract between the Client/Collaboration and the Nanny, which is solely a matter to be arranged between the Client and the Nanny. Koru Kids provides an employment contract for use by Clients and Collaborations. The provision of this employment contract to the Client/Collaboration is provided for the Client's/Collaboration’s convenience and does not constitute legal advice.
3.9. Whilst the responsibility for the employment contract remains with the Client/Collaboration, Koru Kids shall negotiate the contract with the Nanny on behalf of the Client. Once finalised by the Client/Collaboration, the contract signing process may be administered by Koru Kids. The contract between the Client/Collaboration and the Nanny shall be executed via the Koru Kids Web Platform. The Client warrants that conditions relating to tax, national insurance, working hours, holiday and sickness benefit, accommodation, remuneration, notice and grievances shall be notified in writing to the Nanny on Engagement.
3.10. The Client/Collaboration shall cooperate with Koru Kids' reasonable requests for information in the event that HMRC and/or the Nanny challenge(s) the PAYE tax or national insurance contributions made in respect of the employment income received by the Nanny.
3.11. The Client/Collaboration shall indemnify (and keep it indemnified fully on demand) and hold harmless Koru Kids against any and all Losses suffered by Koru Kids attributable to any breach of the warranties contained in clause
3.12. Nothing in clause 3.5 shall limit Koru Kids' general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under an indemnity.
4. VACANCY-FILLING PROCESS
4.1. Subject to the terms of this Agreement, the Client/Collaboration may use the Koru Kids Web Platform to issue Vacancy Notifications and Timesheets.
4.2. Koru Kids shall operate the Koru Kids Web Platform so that Nannies are able to apply for Vacancies that the Nannies state they are qualified to perform, and may approach a Client in order to begin an Engagement.
4.3. The provisions of Schedule 3 shall apply to any Vacancy Notification issued by a Collaboration in addition to the provisions set out in this Clause 4.
4.4. A contract relating to an Engagement will be deemed to have been entered into between the Client/Collaboration and the Nanny (on the terms of the Nanny Agreement) when a Nanny offers via the Koru Kids Web Platform to undertake the relevant Engagement and the Client/Collaboration accepts such offer via Koru Kids.
5. PAYMENT OF FEES
5.1. Koru Kids shall be entitled to issue consolidated statements to the Client/Collaboration on a monthly basis (or such other basis as may from time to time be expressly agreed with the Client/Collaboration in writing) which will detail the following:
- sums due to the Nanny in respect of Nanny Services provided in the invoicing period details of which are received by Koru Kids (as Commercial Agent for the Client/Collaboration) and which are inclusive of holiday pay and all other statutory employment costs and deductions (the "Nanny Fees"). These sums may include temporary payments for Nanny Services in the form of loans made while HMRC registration and payroll arrangements are being established for the purposes of the correct consideration of tax;
- sums due in respect of any employers national insurance contributions (which are payable to HMRC)
- sums due to Koru Kids in respect of the Koru Kids Service Fees, payable by the Client;
- any other sums from time to time payable by the Client in accordance with this Agreement and/or as specified in the Engagement Details and/or Koru Kids Web Platform; and
- VAT as applicable.
5.2. Koru Kids shall direct debit from the Client such sums as are set out in a consolidated statement to be received by the monthly payment date agreed between Koru Kids and the Client. The Client/Collaboration shall set up a direct debit mandate and shall ensure there are sufficient funds in the account to cover the relevant payments. The Client/Collaboration shall pay to Koru Kids such sums as are set out in a consolidated statement in cleared funds to be received by the next occurrence of the monthly payment date agreed between Koru Kids and the Client/Collaboration (or in any event, no later than the date which is one month after the date of the statement). The payment date/regularity of the payment date may be varied.
5.3. Any payment by the Client/Collaboration before the relevant due date in respect of any Nanny Fees shall be held, once received by Koru Kids, on trust for the Client/Collaboration pending transfer to the Nanny. The Client hereby authorises Koru Kids (as Commercial Agent for the Client) to make such transfer, or to appoint a third party provider to make such transfer, provided that Koru Kids has reasonable grounds for believing that the relevant Nanny Services have been provided (including such evidence as may be derived from entries made in the Timesheet or any reporting via any software provided or designated by Koru Kids). Subject to receipt of the relevant payment Koru Kids agrees to make such payment to the Nanny on such date.
5.4. Where a sum representing any of the amounts referred to in clause 5.1 is paid to Koru Kids pursuant to clause 5.2, Koru Kids shall be entitled to treat the sum:
- as first discharging the Koru Kids Service Fee, as payment of interest on any overdue amount due from the Client to Koru Kids and payment of any other sum due from the Client to Koru Kids, then
- as payment of any sums due from the Client/Collaboration to the Nanny.
For the avoidance of doubt Koru Kids shall not be obliged to make any payment to a Nanny in respect of any sums due from the Client/Collaboration to the Nanny before it has received payment from the Client/Collaboration in respect of the same.
5.5. The Client/Collaboration shall ensure that payment to the Nanny is made only as set out in this clause 5 (i.e. via Koru Kids). Any action that involves complete or partial payment in any other way, such as paying the Nanny directly and not via Koru Kids, shall be a breach of this Agreement. The Client/Collaboration shall indemnify Koru Kids in respect of any Loss suffered by Koru Kids directly or indirectly arising as a result of such breach. If Koru Kids reasonably considers that the Client/Collaboration is directly paying a Nanny it shall notify the Client/Collaboration accordingly, and the Client/Collaboration shall pay immediately to Koru Kids the Off Platform Payment Charge, which the parties accept as a genuine pre-estimate of the minimum Loss Koru Kids shall suffer in respect of such a breach of this Agreement. The payment of the Off Platform Payment Charge shall be without prejudice to any other remedies available to Koru Kids.
5.6. The Client/Collaboration shall immediately notify Koru Kids if a Nanny requests that the Client/Collaboration make a payment directly to it or through any channels other than those specified in this clause 5.
5.7. For the avoidance of doubt, in the calculation of the sums due to Koru Kids in relation to Nanny Services performed (including without limitation the Koru Kids Service Fees), an entry in the Timesheet shall be conclusive evidence that the Nanny Services have been performed to the satisfaction of the Client/Collaboration at the time and for the total period of time set out in such Timesheet. Koru Kids shall not be responsible for verifying statements or entries relating to hours worked or claims for payment submitted by or on behalf of a Nanny.
5.8. If the Client/Collaboration disputes the hours claimed and the payments due (or not due) in respect of breaks or expenses or otherwise, it shall inform Koru Kids of this within forty-eight (48) hours and shall promptly provide all co-operation and information reasonably required by Koru Kids to establish the hours actually worked and/or expenses incurred by the Nanny. Any failure to inform Koru Kids within one Business Day or co-operate shall entitle Koru Kids to issue a consolidated statement based on such Timesheet and be paid in accordance with this clause 5.
5.9. In the event that the Client agrees with a Nanny that the Engagement shall begin after a Reservation Period the Client shall pay a Reservation Deposit.
5.10. The Reservation Deposit shall be used as pre-payment for the Nanny Services and shall be deducted from the Client's first invoice.
5.11. In the event the Nanny chooses to terminate the Engagement during the Reservation Period, the Reservation Deposit shall be returned to the Client in full.
5.12. In the event the Nanny chooses to terminate the Engagement after the Commencement Date, but before the Client has utilised enough of the Nanny Services to equate to the Reservation Deposit, Koru Kids shall either:
- If the Client elects, return any unused Reservation Deposit; or
- If the Client chooses to engage another Nanny via the Koru Kids Platform, any remaining Reservation Deposit can be used as pre-payment for the subsequent Engagement, and this outstanding Reservation Deposit shall be deducted from the Client's next invoice.
5.13. Unless otherwise agreed in writing by Koru Kids, Koru Kids will not be obliged to make any rebates or refunds of fees or other sums paid or payable to Koru Kids or any Nanny by the Client/Collaboration. For the avoidance of doubt, if the Client chooses to terminate an Engagement or proposed Engagement, either during the Reservation Period or after the Commencement Date, no refund of the Reservation Deposit shall be payable
5.14. All amounts due under this Agreement (including any payments due to a Nanny) shall be paid in full to or via Koru Kids without any deduction or withholding other than as required by law or as detailed in this clause 5. The Client/Collaboration shall not be entitled to assert any credit, set-off or counterclaim against Koru Kids in order to justify withholding payment of any such amount in whole or in part.
5.15. Koru Kids shall (without prejudice to any other remedy) apply and charge the Client interest on any overdue Koru Kids Service Fee or other sums payable to it under this Agreement at a rate of % per month (compounding with monthly stops) from the due date until the date of payment.
5.16. Koru Kids reserve the right to change the rate for the Koru Kids Service Fee or other sums payable under this Agreement at their discretion.
6.1. This Agreement shall continue unless terminated:
- by written notice with immediate effect by Koru Kids if there is any breach of this Agreement by the Client; or
- by 5 Business Days' written notice by Koru Kids if there is any other serious or repeated breach of this Agreement by the Client, which is, in the reasonable opinion of Koru Kids, capable of remedy and which is not remedied within 10 Business Days after an earlier notice requiring it to do so; or
- by written notice with immediate effect by Koru Kids and without liability for Koru Kids or prejudice to any right for relief Koru Kids may have if in good faith Koru Kids considers for any reason that (i) the Client may not meet its obligations to Koru Kids, or (ii) the Nanny may no longer be willing, or able or suitable to undertake the Nanny Services for the Client;
- by written notice with immediate effect by either party for convenience; or
- by written notice with immediate effect by either party if the other party shall become insolvent within the meaning of the Insolvency Act 1986, becomes bankrupt, applies for, or has made against it a receiving order, or makes any composition with its creditors or an administration order or if an order is made or resolution passed for the winding up of that party or that party passes a resolution to cease trading or actually ceases trading.
7. ACKNOWLEDGMENT AND LIABILITY
7.1. The Client acknowledges that Koru Kids does not supervise and/or control the actions of any Nanny. Nothing in this Agreement shall in any way constitute any Nanny as the employee or worker of Koru Kids. Koru Kids shall not be responsible for supervising, monitoring or directing the Nanny whilst working on an Engagement and that accordingly, only the Client is in a position to assess and insure against risks in respect of or during or arising out of the period for which the Nanny is performing the Nanny Services.
7.2. The Client acknowledges that Koru Kids is not an employment agency for the purposes of the Conduct Regulations and is instead a medium through which Nannies find Engagements for themselves and Clients find Nannies to work on Engagements.
7.3. The Client acknowledges that there is no contract between Koru Kids and a Nanny relating to the Nanny Services. Koru Kids shall not be responsible for and shall have no involvement in any disputes between the Client and a Nanny and shall not be responsible for the quality of the Nanny Services provided by the Nanny or their activities while at the Location(s). The Koru Kids Service Fee reflects only those online services agreed to be supplied by Koru Kids and do not indicate acceptance of any liability for the Nanny's acts or omissions.
7.4. Where Koru Kids provides a draft Nanny Agreement for use by the Client, this is for the convenience of the Client only and does not constitute legal advice. Clients are not required to use this form of the Nanny Agreement, and may provide their own form of Nanny Agreement.
7.5. For the purposes of the Payment Services Regulations, Koru Kids has the authority to act as an active Commercial Agent of the Client. In this role the Client grants Koru Kids the authority to negotiate and conclude the contract between the Client/Collaboration and the Nanny and the authority to negotiate and conclude how payments are made to the Nanny on behalf of the Client. This authority allows Koru Kids to effect the legal relations of the Client/Collaboration with the Nanny in relation to the relevant Engagement and bind the Client/Collaboration to purchase Nanny Services relating to that Engagement. For the avoidance of any doubt, Koru Kids is not an agent of the Client other than for the purposes of negotiating payment terms between the Client and the Nanny.
7.6. Koru Kids shall not be responsible for ensuring the suitability of any Nanny or for the accuracy or validity of any Koru Kids Checks save to the extent set out in Schedule 6.
7.7. The Client shall comply with Schedule 7 in relation to its usage of the Koru Kids Web Platform.
7.8. The Client acknowledges that it shall be responsible for ensuring all employee taxes and social security contributions are deducted from any fees payable for Nanny Services and paid to HMRC (in accordance with the law as stipulated at the time).
7.9. Subject to clause 7.12, Koru Kids shall not be liable for any Losses arising from:
- any failure to provide the services of the Nanny for all or part of the term of this Agreement;
- the negligent, wrongful, dishonest or fraudulent acts or omissions or misrepresentations of the Nanny, including, without limitation, any lack of skill of any Nanny; or
- the theft, destruction, deletion or damage of or to any data, computer systems or materials by any Nanny.
7.10. Koru Kids shall not be liable for any Losses arising out of:
- any act or omission or misrepresentation (whether before or after the date of this Agreement) of any Nanny;
- any special, indirect or consequential damages or loss; or
- any loss of profit, business, revenue, goodwill, anticipated savings and/or any claims made under third party contracts, arising out of any failure by Koru Kids to perform any obligations under this Agreement.
7.11. Subject to clause 7.12 and without prejudice to the other provisions of this clause 7, Koru Kids' liability in respect of any breach of this Agreement shall not exceed in respect of any Nanny or Introduction a sum equivalent to three times the Koru Kids Service Fee paid (or which would have been payable) in respect of such Introduction.
7.12. Nothing in this Agreement shall operate to exclude or limit Koru Kids' liability for:
- death or personal injury caused by Koru Kids' negligence;
- its own fraudulent acts or omissions; or
- any other liability which cannot by law be excluded.
7.13. Any responsibilities to Nannies under any employment law remain the sole responsibility of the Client and the Client agrees to perform those responsibilities.
7.14. Koru Kids provides a platform via which Clients can find Nannies and Nannies can find Clients. The final decision to employ a Nanny is the sole responsibility of the Client and Koru Kids shall not be liable for any costs, damage, losses (including loss of earnings), injury or misconduct related to the Client's finding of the Nanny or due to any inaccuracy in the information provided by the Nanny or any third party.
7.15. The Client accepts full responsibility as employer for all acts, errors, omissions, whether wilful, negligent, or otherwise, caused by the Nanny. The Client’s responsibility includes, without limitation, any loss, injury, damage, expense, delay, or expense caused by the Nanny.
7.16. The Client shall hold adequate Employer’s Liability Insurance for the duration of the Nanny’s employment with them, as required by law (a minimum of £5 million in cover is required).
7.17. Payroll calculations for the Koru Kids Payroll Service will be based on information provided by the Client. Koru Kids accepts no responsibility for any financial loss arising from errors in this information whether it arises from the Client or the Nanny or in documents which the Client has undertaken to check. Koru Kids will not be held responsible for any penalties levied by HMRC, loss or overpayment of wages, tax or national insurance, furlough claims and payments, due to calculation errors resulting from incorrect or incomplete information supplied by the Client or late submission of documents or monies by the Client to Koru Kids or to HMRC.
7.18. Koru Kids cannot guarantee that a Nanny will complete a specific period of Engagement, and likewise does not guarantee to the Nanny that the Client will engage the Nanny for a specific period. No refunds for fees will be given.
7.19. The Client shall indemnify and keep indemnified Koru Kids against any Losses incurred by Koru Kids arising out of any breach of this Agreement by the Client.
8. DATA PROTECTION
8.1. The terms "Data Subject", "Personal Data" and "processing" shall have the meanings set out in Data Protection Laws.
8.2. The parties acknowledge that, for the purposes of the Data Protection Laws, each party shall be considered to be a Data Controller with respect to Personal Data processed in connection with this Agreement.
8.3. The parties shall comply with the provisions and obligations imposed on them by the Data Protection Laws at all times when processing Personal Data in connection with this Agreement.
8.5. To the extent that a party processes any Personal Data on behalf of the other party, the processing party shall: (a) comply with the provisions and obligations imposed on a processor by the GDPR, including the stipulations set out in Article 28(3)(a)-(h) which form a part of, and are incorporated into, this Agreement as if they were set out in full, and the reference to "documented instructions" in Article 28(3)(a) shall include the provisions of this Agreement; and (b) not disclose any Personal Data to any Data Subject or to a third party other than at the written request of the other party or as expressly provided for in this Agreement.
8.6. Each party shall maintain records of all processing operations under its responsibility that contain at least the minimum information required by the Data Protection Laws, and shall make such information available to any DP Regulator on request.
8.7. If either party receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data by the other party or to either party's compliance with the Data Protection Laws, it shall as soon as reasonably practicable notify the other party and it shall provide the other party with commercially reasonable cooperation and assistance in relation to any such complaint, notice or communication or personal data breach.
8.8. The parties shall cooperate and assist each other in relation to any request made by a Data Subject to exercise its rights under the Data Protection Laws.
9.1. This Agreement, together with the Schedules shall form the entire agreement between the parties and supersedes all previous agreements and arrangement (if any) whether written, oral or implied between the parties relating to such matters contemplated by this agreement, and all such agreement still effective at the Agreement Date (if any) shall be deemed to have been terminated by mutual consent with effect from the Agreement Date but without prejudice to any rights which have arisen prior to such termination and so that nothing in this clause 9.1 shall operate to exclude or limit the liability of any party in respect of fraud. In the event of any conflict or inconsistency between the Schedules of this Agreement and the other terms of the Agreement the following order of precedence shall apply:
- the terms of this Agreement;
- all Schedules of this Agreement.
9.2. The Client acknowledges that, in entering into this Agreement, it has not relied on any representations by Koru Kids, made before the execution of this Agreement other than those expressly set out in this Agreement.
9.3. This Agreement is personal to the Client and the Client shall not be entitled to assign or sub-contract its obligations or rights under this Agreement to any third party without the prior written consent of Koru Kids. Koru Kids shall however be entitled to assign this Agreement and, upon such Engagement, without prejudice to the assignor's rights in respect of matters arising prior to such Engagement, and all references to Koru Kids shall be deemed to refer to the assignee.
9.4. Time is of the essence for all times, dates and periods specified in this Agreement.
9.5. Koru Kids may review, change and update the terms and conditions of this Agreement at its discretion at any time. The updated version will be indicated by an updated “Revised” date and will be effective from the date on which it is accessible on the Site. The Client is responsible for reviewing these Terms and Conditions to stay informed of updates. The Client's continued use of the Site represents that they have accepted such changes.
9.6. Any notice required to be given under this Agreement (including the delivery of any Timesheet, Timesheet entries or invoice) shall be given in such manner as is expressly provided for on the Koru Kids Web Platform or (where not so provided for) shall be given in writing signed by a person duly authorised by the sending party and delivered by hand, e-mail or prepaid first class post to the recipient at its address specified in this Agreement (or as otherwise notified from time to time to the sender by the recipient for the purposes of this Agreement).
9.7. The content of these Terms and Conditions are owned or licensed to Koru Kids, and are protected by copyright and trademark laws.
9.8. Except as expressly provided in these Terms and Conditions, no part of the content in these Terms and Conditions may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without express prior written permission from Koru Kids.
9.9. This Agreement shall be governed by and construed in all respects in accordance with English law and the Courts of England and Wales shall have exclusive jurisdiction.
9.10. If any provision or any part of this Agreement is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law:
- such provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected;
- to the extent permitted by law, Koru Kids and the Client shall negotiate in good faith a replacement to any provision severed under clause 9.8(a) by a provision which is of similar effect but which is not illegal or unenforceable.
9.11. None of the provisions of this Agreement are intended to be for the benefit of, or enforceable by, third parties (other than permitted assignees of Koru Kids who shall be entitled to enforce the provisions of this Agreement as if original parties to it) and the operation of the Contracts (Rights of Third Parties) Act 1999 is (aside from such permitted assignees) excluded.
Schedule 1: Terms and Conditions of an Engagement with an After School Nanny
Koru Kids may, if a Client/Collaboration so wishes, introduce it to an After School Nanny with whom it can Engage to provide Nanny Services.
“Main Agreement” means the Agreement to which this schedule is attached.
“Standard Weekly Hours” means the amount of hours per week that the Client agrees to Engage any After School Nanny during School Term Time, as agreed upon in the Sole Nanny Agreement, subject to a minimum of 9 hours per week during School Term Time.
"Payroll Month" means the period of time beginning on the 26th of the preceding calendar month, and ending on the 25th of the current calendar month.
"Reduced Weekly Hours" means the amount of hours per week that the Client agrees to Engage any After School Nanny during School Term Time in the event that the Client did not agree to the Standard Weekly Hours, as agreed upon in the Sole Nanny Agreement, and never less than 3 hours per week during School Term Time.
"School Term Time" means the time period during which the Client’s children's school is in session according to the school’s itinerary which can be found here:
In addition to the terms of the Main Agreement, the following terms and conditions shall apply where a Client/Collaboration Engages an After School Nanny:
- When a Client Engages an After School Nanny:
1.1. The Client and After School Nanny shall agree on the amount of hours the After School Nanny will be providing Nanny Services to the Client each week and specify this in the Sole Nanny Agreement, in accordance with clause 1.2 of this Schedule 1.
1.2. The Client understands and agrees that the Engagement must be for a minimum of 9 hours per week during School Term Time.
1.3. The Client shall pay any After School Nanny Engaged by it on a monthly basis.
1.4. The Client shall pay in any Payroll Month for the actual hours the After School Nanny provided Nanny Services to the Client, all in accordance with the Timesheet and the Sole Nanny Agreement.
1.5. Notwithstanding the above clause 1.4:
1.5.1. If, due to a request from the Client, the After School Nanny provides Nanny Services for less than the Standard Weekly Hours during School Term Time, then the Client shall pay the Nanny for a minimum of 9 hours per week. For the purpose of this clause 1.5, the Standard Weekly Hours shall be calculated as a monthly average.
1.5.2. For an Engagement of Reduced Weekly Hours, if the After School Nanny provides Nanny Services equivalent to less than the Reduced Weekly Hours during School Term Time, due to a request from the Client, then the Client shall still pay the Nanny for the Reduced Weekly Hours as agreed upon in the Sole Nanny Agreement. For the purpose of this clause 1.5, the Reduced Weekly Hours shall be calculated as a monthly average.
1.6. If the start date or end date of an Engagement fall within a Payroll Month, or if the start or end of School Term Time fall within a Payroll Month, the Standard Weekly Hours or the Reduced Weekly Hours shall be prorated accordingly.
1.7. Unless otherwise agreed between the Client and Koru Kids in writing, For an Engagement of Standard Weekly Hours, The Koru Kids Service Fee and Nanny Fees shall be calculated as follows:
1.7.1. the Client shall pay the amount listed on the Koru Kids Web Platform of the specific After School Nanny with whom the Client is Engaging.
1.7.2. The After School Nanny will be paid the amount specified by Koru Kids in the Sole Nanny Agreement.
1.7.3. The remaining funds will be used by Koru Kids as specified in clause 3 of this schedule 1.
1.8. In the event that the Client does not agree to the Standard Weekly Hours and notifies Koru Kids of this before the commencement of the Engagement, unless otherwise agreed between the Client and Koru Kids in writing, for an Engagement of Reduced Weekly Hours, The Koru Kids Service Fee and Nanny Fees shall be calculated as follows:
1.8.1. The Client shall pay an addition of £1 per hour on top of the amount listed on the Koru Kids Web Platform of the specific After School Nanny with whom the Client is Engaging.
1.8.2. The After School Nanny will be paid the amount specified by Koru Kids in the Sole Nanny Agreement.
1.8.3. The remaining funds will be used by Koru Kids as specified in clause 3 of this schedule 1.
- When a Collaboration Engages an After School Nanny, The Koru Kids Service Fee and Nanny Fees shall be calculated as follows:
2.1. Each Client shall pay £9 per hour.
2.2. The After School Nanny will be paid the amount specified by Koru Kids in the Share Nanny Agreement.
2.3. The remaining funds will be used by Koru Kids as specified in clause 3 of this schedule 1.
- The remaining funds will be used by Koru Kids to cover:
3.2. Employer's tax
3.3. Employer’s National Insurance contributions
3.4. Employer’s Pension contributions
3.5. Any Statutory Sick Pay Administration
3.6. Any Statutory Maternity Pay Administration
3.7. Koru Kids Service Fee
- For the avoidance of doubt, an Engagement shall always (unless otherwise agreed in writing between Koru Kids and the Client) incur the Koru Kids Service Fee.
- The amount of the Off Platform Payment Charge (payable in the circumstances specified in clause 5 of the Main Agreement) shall be £1,500.
- The amount of the Reservation Deposit (payable in the circumstances specified in clause 5 of the Main Agreement) shall be £150.
- The above amounts are subject to VAT as applicable.
Schedule 2: Terms and Conditions of an Engagement with a Day Nanny
Koru Kids may, if a Client/Collaboration so wishes, introduce it to a Day Nanny with whom it can engage to provide Nanny Services.
“Main Agreement” means the Agreement to which this schedule is attached.
"Payroll Month" means the period of time beginning on the 20th of the preceding calendar month, and ending on the 19th of the current calendar month.
In addition to the terms of the Main Agreement, the following terms and conditions shall apply where a Client/Collaboration Engages a Day Nanny:
- When a Client Engages a Day Nanny:
1.1. The Client and Day Nanny shall agree on the amount of hours the Day Nanny will be providing Nanny Services to the Client each month and specify this in the Sole Nanny Agreement, in accordance with clause 1.2 of this Schedule 2.
1.2. The Client understands and agrees that the Engagement must be for a minimum of 16 hours per month.
1.3. The Client shall pay any Day Nanny Engaged by them on a monthly basis.
1.4. The Client shall pay in any Payroll Month for the contracted hours as agreed and specified in the Sole Nanny Agreement, and for any additional hours worked on top of the contracted hours.
- Unless otherwise agreed between the Client/Collaboration and Koru Kids in writing, For an Engagement with a Day Nanny, The Koru Kids Service Fee and Nanny Fees shall be calculated as follows:
2.1. When a Client Engages a Day Nanny:
2.1.1. the Client shall pay the amount listed on the Koru Kids Web Platform of the specific Day Nanny with whom the Client is Engaging.
2.1.2. The Day Nanny will be paid the amount specified by Koru Kids in the Sole Nanny Agreement.
2.1.3. The remaining funds will be used by Koru Kids as specified in clause 3 of this schedule
2.2. When a Collaboration Engages a Day Nanny:
2.2.1. the Collaboration shall pay the amount listed in the Koru Kids Web Platform of the specific Day Nanny with whom the Collaboration is Engaging.
2.2.2. The Nanny will be paid the amount specified by Koru Kids in the Collaborative Nanny Agreement.
2.2.3. The remaining funds will be used by Koru Kids as specified in clause 3 of this schedule 2.
- The remaining funds will be used by Koru Kids to cover:
3.2. Employer tax
3.3. Employer’s National Insurance
3.4. Employer’s Pension contributions
3.5. Any Statutory Sick Pay Administration
3.6. Any Statutory Maternity Pay Administration
3.7. Training for the nanny
3.8. Koru Kids Service Fee
- For the avoidance of doubt, an Engagement shall always (unless otherwise agreed in writing between Koru Kids and the Client/Collaboration) incur the Koru Kids Fee.
- The amount of the Off Platform Payment Charge (payable in the circumstances specified in clause 5 of the Main Agreement) shall be the equivalent of one (1) month’s Koru Kids Service Fee and Nanny Fees.
- The amount of the Reservation Deposit (payable in the circumstances specified in clause 5 of the Main Agreement) shall be £250.
- The above amounts are subject to VAT as applicable.
Schedule 3: The Collaboration Services
- Koru Kids may, if a Client so wishes, introduce it to another Client with whom it can collaborate with and jointly find a Nanny to provide services to both Clients at the same time.
- Koru Kids may, if two Clients so opt to, allow two Clients to collaborate and jointly find a Nanny willing to provide services to both Clients at the same time.
Introduction of Clients seeking to Collaborate to other Clients seeking to Collaborate
- Koru Kids shall (subject to availability) provide systems via which Clients can form Collaborations, jointly fill Vacancies and Engage a Nanny in accordance with the terms of this Agreement, and in particular in accordance with clause 4 of the Main Agreement (Vacancy-Filling Process) and clauses 2 – 3 below.
- Where two Clients have formed a Collaboration, if either of the Clients within that Collaboration post a Vacancy Notification on behalf of that Collaboration, the other Client shall be deemed to have approved that Vacancy Notification.
- Where two Clients have formed a Collaboration, each of those Clients shall be jointly and severally liable for all obligations and liabilities detailed in this Agreement.
- The provisions of Schedules 1 and 2 of the Main Agreement shall apply.
Schedule 4: Parent Matching Services
- Koru Kids may provide a platform for Clients, to enable Clients to find and connect with other Clients.
- Koru Kids may provide a platform for Clients to communicate with other Clients.
"Communication Platform" is as defined in clause 2.1.
In addition to the terms of the Main Agreement, the following terms and conditions shall apply where Clients form a Collaboration:
- Introduction of Clients
1.1. Koru Kids shall (subject to availability) provide systems via which Clients can find other Clients and engage with each other.
- The services
2.1. Koru Kids shall (subject to availability) provide chat areas and/or other message communication facilities (together the "Communication Platform").
2.2. Koru Kids shall not be responsible for reviewing or policing Client's content/communications and so it is possible that the Communications Platform may contain offensive, harmful, inaccurate or otherwise inappropriate material.
2.3. The Communication Platform is intended to allow Clients to send and receive messages and material that are legal, proper and related to the Communications Platform. The Client therefore warrants:
- that it will exercise proper judgment when using the Communication Platform; and
- it shall only send and receive messages and material that are legal, proper and related to the care of children.
2.4. Koru Kids does not guarantee the truthfulness, accuracy, or reliability of any communications posted in the Communications Platform or endorse any opinions expressed in the Communications Platform. Clients should take all due care in relying on material Posted in the Communications Platform, as this is done at the Client's own risk.
2.5. The Client acknowledges that all Communities might be public, and that other parties may read communications made via the Communications Platform without the author’s knowledge. Clients should use caution when giving out any personal information about themselves in the Communications Platform, and should not provide personal information about any other party unless expressly entitled to do so.
Schedule 5: Payroll service
- The Koru Kids payroll service may include the following:
1.1. Preparation of a bespoke contract for consideration by the Employer.
1.2. Administration of contract signing, which can be done electronically by all parties.
1.3. Registration as an employer with HMRC, and PAYE scheme setup if required.
1.4. Provision of monthly payslips for the Nanny.
1.5. Payment of quarterly tax and national insurance due to HMRC, on the Client’s behalf.
1.6. Electronic filing of a Full Payment Submission (FPS) with HMRC each time the Client pays the Nanny, or an Employer's Payment Submission (EPS) in any month the Client does not pay any Nanny.
1.7. Processing of P45, processing P60 at year end and P11d if required
1.8. Administration of Statutory Sick Pay should the Nanny go on sick leave, and administration of Statutory Maternity, Paternity and Adoption Pay (in the event that all relevant legal requirements are met for the Nanny to be eligible to such pay), in that eventuality, Koru Kids would also liaise with HMRC to reclaim the relevant pay.
1.9. Storage of payroll records on the Client’s behalf.
1.10. If a pension is required, Koru Kids will set up and administer a workplace pension scheme on the Client’s behalf; make all necessary declarations to the pension provider; handle the statutory communications with both the Pensions Regulator and the Nanny. Koru Kids will also include the necessary pension contributions on the normal monthly payslip and make payments to the pension funds.
1.11. At the end of the Client’s contract, if the Client is not employing any other employees either through Koru Kids or an alternative provider within 3 months, and did not inform Koru Kids that they are or will be employing any other employees through an alternative provider, Koru Kids will apply to cease the PAYE scheme, so that there are no obligations on the Client to make PAYE submissions to HMRC. Koru Kids will not be responsible for PAYE submissions after the Client’s contract ends, if the Client does not advise Koru Kids of their plans for a PAYE scheme.
- To enable Koru Kids to provide the Koru Kids Payroll Service, the Client/Collaboration agrees/acknowledges:
2.1. To provide full information necessary for dealing with the Client/Collaboration's payroll affairs in relation to the Engagement of a Nanny, including any communication and information received from HMRC, The Pension Regulator and pension scheme.
2.2. Koru Kids shall rely on the information and documents provided as being true, correct and complete and will not audit the information or those documents.
2.3. If the information required to complete the Payroll Services set out above is received less than two days before the Payroll Date or is incomplete, Koru Kids will still endeavour to process the payroll to meet the agreed Payroll Date but will not be liable for any costs or other losses arising if the payroll is late in such circumstances. Koru Kids may charge an additional fee for work carried out in a shorter time period.
For the purposes of this clause 2.3, “Payroll Date” shall mean the date upon which (a) payroll information is calculated and submitted to HMRC by Koru Kids; (b) the Nanny’s payslip is prepared by Koru Kids; (c) and funds are organised to transfer payment to the Nanny by Koru Kids.
Schedule 6: Koru Kids Checks
The below is a list of information which Koru Kids may collect:
|CHECK||HOW INFORMATION IS COLLECTED FROM NANNY||KORU KIDS VERIFICATION|
|Experience||Nanny provides details during registration of the user account.||Koru Kids may confirm this by contacting references.|
|Check Nanny is willing to work in the position which the Client seeks to fill||Koru Kids will confirm prior to Engagement and will inform Nanny of the nature of the role prior to the Engagement.||Koru Kids will confirm this|
|Enhanced Criminal Records (DBS) check with a Children’s Barred List check (“DBS Check”)||Unless the Nanny already has an existing DBS Check issued within the last 12 months prior to the start of the Engagement – once the Client has decided to Engage and employ a Nanny, Koru Kids shall conduct a DBS Check. In the event the Client decides to have a trial period with the Nanny, only after said trial period.
Koru Kids reserve the right to change this clause in the event of a short term contract.
|The DBS check will be conducted via a third party.
The results will be checked, so far as reasonably practicable for Koru Kids to do so, for consistency against other documentation provided by Nanny.
|References||Nanny provides details during registration of the user account.||Koru Kids shall contact at least two (2) references to verify (as far as is reasonably practical) the reference provided by the Nanny.|
|Passport / ID – Proof of identify and right to remain in the United Kingdom||Nanny uploads scans onto the User Account during registration or shows original documents to Koru Kids in person||Checked, so far as reasonably practicable for Koru Kids to do so, for consistency against other documentation provided by Nanny.|
|Qualifications (if required)||Nanny uploads scans onto the User Account during registration||Checked, so far as reasonably practicable for Koru Kids to do so, for consistency against other documentation provided by Nanny|
|Work Permits (Proof of right to work in the United Kingdom)||Nanny uploads scans onto the User Account during registration||Checked, so far as reasonably practicable for Koru Kids to do so, for consistency against other documentation provided by the Nanny.|
|National Insurance number||Nanny provides details once the Client/Collaboration has agreed an Engagement with the Nanny.||Checked, so far as reasonably practicable for Koru Kids to do so, for consistency against other documentation provided by the Nanny.|
Please note the following:
- Koru Kids does not, except where expressly agreed otherwise, carry out third party checks on information provided by Nannies.
- Whilst all information is collected in good faith, Koru Kids does not guarantee that information provided by Nannies or third parties is true and accurate.
- Please note:
- The DBS Check may not be finished by the time the Client wishes for the Nanny to begin their employment. It is at the Client’s sole discretion whether to begin the employment before the DBS Check is finished and the results are received.
- The DBS (Disclosure & Barring Service) cannot currently access overseas criminal records or other relevant information as part of its disclosure service. Therefore, when recruiting people from overseas or people who have lived overseas for more than 3 months (within the five (5) years prior to the Engagement), a DBS check may not provide a complete picture of any criminal record history.
- Although not a legal requirement, the Client may wish to undertake further overseas criminal records checks if their nanny has lived outside of the UK for more than 3 months within the past five (5) years prior to the Engagement. This is solely at the Client's discretion, and would be arranged between the Client and the Nanny directly. Should the Client wish, they can find a list of relevant providers here.
- As the DBS is not normally involved in processing the information received by overseas authorities it means that sometimes the information received from abroad may take a considerable length of time to arrive or it may not be substantial. Therefore it is extremely important to make sure that the Client, as an employer, have other safer recruitment procedures in place as well. Much of this is already conducted by Koru Kids on the Client's behalf.
- This link as follows provides information on who can apply and how to apply for criminal records checks for overseas workers.
Schedule 7: Terms and Conditions relating to use of Koru Kids Web Platform
Last Updated 30 January 2020
- Agreement to Terms
1.1 These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (you), and Koru Kids Ltd, located at 12-16 Westland Place, Hoxton, London, N1 7LP United Kingdom (we, us), concerning your access to and use of the Koru Kids (http://www.korukids.co.uk) website as well as any related applications (the Site).
The Site provides the following services: providing a web-based platform to facilitate nannies/after school childcare providers to find clients who want to engage their services, and clients to find nannies/after school childcare providers who want to provide services (Services). You agree that by accessing the Site and/or Services, you have read, understood, and agree to be bound by all of these Terms and Conditions.
If you do not agree with all of these Terms and Conditions, then you are prohibited from using the Site and Services and you must discontinue use immediately. We recommend that you print a copy of these Terms and Conditions for future reference.
1.2 The supplemental policies set out in Section 1.7 below, as well as any supplemental terms and condition or documents that may be posted on the Site from time to time, are expressly incorporated by reference.
1.3 We may make changes to these Terms and Conditions at any time. The updated version of these Terms and Conditions will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. You are responsible for reviewing these Terms and Conditions to stay informed of updates. Your continued use of the Site represents that you have accepted such changes.
1.4 We may update or change the Site from time to time to reflect changes to our products, our users' needs and/or our business priorities.
1.5 Our site is directed to people residing in United Kingdom. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.
1.6 The Site is intended for users who are at least 18 years old. If you are under the age of 18, you are not permitted to register for the Site or use the Services without parental permission.
1.7 Additional policies which also apply to your use of the Site include:
- Our Privacy Notice https://www.korukids.co.uk/privacy-policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using the Site, you consent to such processing and you warrant that all data provided by you is accurate.
- If you purchase from the Site, our terms and conditions of supply https://www.korukids.co.uk/after-school/signup-terms-and-conditions/ will apply to the
- Acceptable Use
2.1 You may not access or use the Site for any purpose other than that for which we make the site and our services available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
2.2 As a user of this Site, you agree not to:
- Systematically retrieve data or other content from the Site to a compile database or directory without written permission from us
- Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users to send unsolicited email or creating user accounts under false pretenses
- Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any content or enforce limitations on the use
- Engage in unauthorized framing of or linking to the Site
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords
- Make improper use of our support services, or submit false reports of abuse or misconduct
- Use the Site in a manner inconsistent with any applicable laws or regulations
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site
- Use, launch, or engage in any automated use of the system, such as using scripts to send comments or messages, robots, scrapers, offline readers, or similar data gathering and extraction tools
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any party’s uninterrupted use and enjoyment of the Site, or any material that acts as a passive or active information collection or transmission mechanism
- Delete the copyright or other proprietary rights notice from any of the content
- Harass, annoy, intimidate, or threaten any of our employees, agents, or other users
- Attempt to access any portions of the Site that you are restricted from accessing
- Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site
- Use the Site or our content as part of any effort to compete with us or to create a revenue-generating endeavor or commercial enterprise
- Use any information obtained from the Site in order to harass, abuse, or harm another person
- Sell or otherwise transfer your profile
- Attempt to impersonate another user or person, or use the username of another user
- Interfere with, disrupt, or create an undue burden on the Site or the networks and services connected to the Site
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools
- Misrepresent experience, skills, or information about a User
- Falsely imply a relationship with us or another company with whom you do not have a relationship
- Information you provide to us
3.1 You represent and warrant that: (a) all registration information you submit will be true, accurate, current, and complete and relate to you and not a third party; (b) you will maintain the accuracy of such information and promptly update such information as necessary; (c) you will keep your password confidential and will be responsible for all use of your password and account; (d) you have the legal capacity and you agree to comply with these Terms and Conditions; and (e) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site.
If you know or suspect that anyone other than you knows your user information (such as an identification code or user name) and/or password you must promptly notify us at email@example.com.
3.2 If you provide any information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account. We may remove or change a user name you select if we determine that such user name is inappropriate.
- Content you provide to us
4.1 There may be opportunities for you to post content to the Site or send feedback to us (User Content). You understand and agree that your User Content may be viewed by other users on the Site, and that they may be able to see who has posted that User Content.
4.2 In posting User Content, including reviews or making contact with other users of the Site you shall comply with our Acceptable Use Policy __________.
4.3 You warrant that any User Content does comply with our Acceptable Use Policy, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of this warranty.
4.4 We have the right to remove any User Content you put on the Site if, in our opinion, such User Content does not comply with the Acceptable Use Policy.
4.5 We are not responsible and accept no liability for any User Content including any such content that contains incorrect information or is defamatory or loss of User Content. We accept no obligation to screen, edit or monitor any User Content but we reserve the right to remove, screen and/or edit any User Content without notice and at any time. User Content has not been verified or approved by us and the views expressed by other users on the Site do not represent our views or values
4.6 If you wish to complain about User Content uploaded by other users please contact us at firstname.lastname@example.org.
- Our content
5.1 Unless otherwise indicated, the Site and Services including source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (Our Content) are owned or licensed to us, and are protected by copyright and trade mark laws.
5.2 Except as expressly provided in these Terms and Conditions, no part of the Site, Services or Our Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
5.3 Provided that you are eligible to use the Site, you are granted a limited licence to access and use the Site and Our Content and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use.
5.4 You shall not (a) try to gain unauthorised access to the Site or any networks, servers or computer systems connected to the Site; and/or (b) make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the Site or Our Content, including the modification of the paper or digital copies you may have downloaded.
5.5 We shall (a) prepare the Site and Our Content with reasonable skill and care; and (b) use industry standard virus detection software to try to block the uploading of content to the Site that contains viruses.
5.6 The content on the Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Site.
5.7 Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that Our Content on the Site is accurate, complete or up to date.
- Site Management
6.1 We reserve the right at our sole discretion, to (1) monitor the Site for breaches of these Terms and Conditions; (2) take appropriate legal action against anyone in breach of applicable laws or these Terms and Conditions; (3) refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any of your Contributions; (4) remove from the Site or otherwise disable all files and content that are excessive in size or are in any way a burden to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and Services.
6.2 We do not guarantee that the Site will be secure or free from bugs or viruses.
6.3 You are responsible for configuring your information technology, computer programs and platform to access the Site and you should use your own virus protection software.
- Modifications to and availability of the Site
7.1 We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of the Services without notice at any time.
7.2 We cannot guarantee the Site and Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or Services during any downtime or discontinuance of the Site or Services.We are not obliged to maintain and support the Site or Services or to supply any corrections, updates, or releases.
7.3 There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Services, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information at any time, without prior notice.
- Disclaimer/Limitation of Liability
8.1 The Site and Services are provided on an as-is and as-available basis. You agree that your use of the Site and/or Services will be at your sole risk except as expressly set out in these Terms and Conditions. All warranties, terms, conditions and undertakings, express or implied (including by statute, custom or usage, a course of dealing, or common law) in connection with the Site and Services and your use thereof including, without limitation, the implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement are excluded to the fullest extent permitted by applicable law.
We make no warranties or representations about the accuracy or completeness of the Site’s content and are not liable for any (1) errors or omissions in content: (2) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored on our server; (3) any interruption or cessation of transmission to or from the site or services; and/or (4) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the site by any third party. We will not be responsible for any delay or failure to comply with our obligations under these Terms and Conditions if such delay or failure is caused by an event beyond our reasonable control.
8.2 Our responsibility for loss or damage suffered by you:
Whether you are a consumer or a business user:
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
- If we fail to comply with these Terms and Conditions, we will be responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms and Conditions, but we would not be responsible for any loss or damage that were not foreseeable at the time you started using the Site/Services.
Notwithstanding anything to the contrary contained in the Disclaimer/Limitation of Liability section, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to a total aggregate amount equal to the greater of (a) the sum of £5000 or (b) the amount paid, if any, by you to us for the Services/Site during the six (6) month period prior to any cause of action arising. Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our Terms and conditions of supply https://www.korukids.co.uk/after-school/signup-terms-and-conditions/.
If you are a consumer user:
- Please note that we only provide our Site for domestic and private use. You agree not to use our Site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation.
- You have legal rights in relation to goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms and Conditions will affect these legal rights.
- Term and Termination
9.1 These Terms and Conditions shall remain in full force and effect while you use the Site or Services or are otherwise a user of the Site, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us at email@example.com.
9.2 Without limiting any other provision of these Terms and Conditions, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Site and the Services (including blocking certain IP addresses), to any person for any reason including without limitation for breach of any representation, warranty or covenant contained in these Terms and Conditions or of any applicable law or regulation.
If we determine, in our sole discretion, that your use of the Site/Services is in breach of these Terms and Conditions or of any applicable law or regulation, we may terminate your use or participation in the Site and the Services or delete your profile and any content or information that you posted at any time, without warning, in our sole discretion.
9.3 If we terminate or suspend your account for any reason set out in this Section 9, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
- Mobile Application
10.1 If you access the Services via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this license.
10.2 The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an App Distributor) to access the Services:
(a) The licence granted to you for our mobile application is limited to a non-transferable licence to use the application on a device that utilizes the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service;
(b) We are responsible for providing any maintenance and support services with respect to the mobile application as specified in these Terms and Conditions or as otherwise required under applicable law. You acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application;
(c) In the event of any failure of the mobile application to conform to any applicable warranty, you may notify an App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, an App Distributor will have no other warranty obligation whatsoever with respect to the mobile application;
(d) You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties;
(e) You must comply with applicable third party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in breach of their wireless data service agreement when using the mobile application; and
(f) You acknowledge and agree that the App Distributors are third party beneficiaries of these Terms and Conditions, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions against you as a third party beneficiary thereof.
11.1 Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.
You hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed by us or via the Site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
11.2 These Terms and Conditions and any policies or operating rules posted by us on the Site or in respect to the Services constitute the entire agreement and understanding between you and us.
11.3 Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.
11.4 We may assign any or all of our rights and obligations to others at any time.
11.5 We shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond our reasonable control.
11.6 If any provision or part of a provision of these Terms and Conditions is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.
11.7 There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site or Services.
11.8 For consumers only – Please note that these Terms and Conditions, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction expect that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland. If you have any complaint or wish to raise a dispute under these Terms and Conditions or otherwise in relation to the Site please follow this link http://ec.europa.eu/odr
11.9 The following are trade marks of Koru Kids Ltd. You are not permitted to use them without our approval, unless they are part of material our Site explicitly states you are permitted to use.
- UK00003153316, trade marked in United Kingdom
- 87739657, trade marked in USA
11.10 Except as stated under the Mobile Application section, a person who is not a party to these Terms and Conditions shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.
11.11 In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us by email at firstname.lastname@example.org or by post to:
Koru Kids Ltd
6, 23 Shepherd's Hill,
London, N6 5QJ
Terms and Conditions v1.8 last reviewed: 21 July 2020