Childminder Terms and Conditions

THESE TERMS AND CONDITIONS apply in relation to any services provided by Rua Kids Limited (Company No. 12959060) a company incorporated in England and Wales whose registered office is at 128 City Rd, London EC1V 2NX (“Rua Kids”) (a subsidiary of Koru Kids Ltd. Rua Kids Ltd trades publicly as Koru Kids Ltd.) to you as a childminder registered with Rua Kids or a candidate to become a registered childminder with Rua Kids, using pre-registration features of the Rua Kids Web Platform (both together, the “Provider”).

The following terms and conditions apply to your use of the Rua Kids Web Platform which is owned and maintained by Rua Kids, and the services available from the Rua Kids Web Platform (together, the “Rua Kids Service”). Please read these terms carefully. By using the Rua Kids Web Platform and/or using the Rua Kids Service you as the Provider agree that you have read, understood and agreed to these Terms (each as amended from time to time).

The date of this Agreement is: 19 August 2022 (“Agreement Date”)

RUA KIDS’ OBLIGATIONS

BECOMING A REGISTERED RUA KIDS CHILDMINDER

WORKING AS A RUA KIDS REGISTERED CHILDMINDER

PROVIDER’S OBLIGATIONS

TERM AND TERMINATION

In addition to these Terms and conditions, if you are successful in becoming a Rua Kids registered childminder, you will also need to sign and agree to the terms of the Contractor Agreement which you will need to sign before becoming registered.

BACKGROUND:

Rua Kids is a Childminder Agency registered with Ofsted with Unique Reference Number CA000045.
Rua Kids registers and provides support to Providers in managing their childminding business. We will provide direction and assist with all issues relating to running an independent childcare business, such as payments, communication and EYFS training.
If the Provider successfully registered as a childminder with Rua Kids, The Provider will be engaged as a contractor with Rua Kids.
Rua Kids shall facilitate introductions of Families to Providers in accordance with the terms of this Agreement.
Provider Services under these Terms and Conditions shall be paid for via Rua Kids.
The parties acknowledge and accept that any payment relating to Provider Services shall be the ultimate responsibility of the Families and paid under or in consequence of the agreement between Rua Kids and Family.
Rua Kids registers and provides support to Providers in managing their childminding business. We will provide direction and assist with all issues relating to running an independent childcare business, such as payments, communication and EYFS training.
If the Provider successfully registered as a childminder with Rua Kids, The Provider will be engaged as a contractor with Rua Kids.
Rua Kids shall facilitate introductions of Families to Providers in accordance with the terms of this Agreement.
Provider Services under these Terms and Conditions shall be paid for via Rua Kids.
The parties acknowledge and accept that any payment relating to Provider Services shall be the ultimate responsibility of the Families and paid under or in consequence of the agreement between Rua Kids and Family.

IT IS AGREED as follows:

DEFINITIONS AND INTERPRETATION

In this Agreement, unless the context otherwise requires, the following definitions shall apply:

“Agreement” means the agreement between Rua Kids and the Provider comprising the terms set out in this document and any Engagement Details relating to a relevant Engagement.

“Business Day” means any day (other than Saturday or Sunday) on which clearing banks are open for business in London.

“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 Family’s engagement with the Provider, whether they’ve been introduced via the Rua Kids Web Platform or outside the Rua Kids Web Platform, on the terms set out in the Childcare Agreement. “Engaged” and “Engage” shall be construed accordingly.

“Engagement Details” means any terms entered on the Rua Kids Web Platform relevant to an Engagement or proposed Engagement and including the general requirements of a potential Vacancy posted by a Family on the Rua Kids Web Platform, including start time, end time, type of work including the structure of the day 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 Childcare Agreement, location, fee rate, and anything else relevant to the Engagement.

“Family” means users or potential users of the childcare services. “Families” shall be construed accordingly.

“Introduction” means the Family directly or indirectly receiving, viewing or having access to any information via the Rua Kids Web Platform which identifies or relates to a Provider. The date of Introduction shall be the date that the Family obtains any such information. “Introduces” and “Introduced” shall have the corresponding meanings.

“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).

“Childcare Agreement” means an agreement between the Family and Rua Kids .

“Provider Services” means the services to be performed by a Provider in relation to an Engagement.

“Rua Kids Checks” means the checks as set out in clause 12.

“Rua Kids Web Platform” or “Site” means https://www.korukids.co.uk and the Koru Kids App.

“Rua Kids Service” has the meaning set out at the head of this Agreement.

“Rua Kids Service Fee” means the fee deducted by Rua Kids from the monthly payment made by the Families to Rua Kids for the services of the Provider.

“Timesheet” means a record posted on the relevant part of the Rua Kids Web Platform, or such other system as is used to record the time and attendance details of the Family’s child with the Provider.

“Vacancy” means the specific details of a potential vacancy of Family. “Vacancies” shall be construed accordingly.

Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, reenacted, 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.
Where the context permits, words denoting:
1. persons shall include bodies corporate and unincorporated associations of persons;
2. the singular include the plural and vice versa; and
3. one gender shall include any gender.

RUA KIDS’ OBLIGATIONS

Rua Kids shall (subject to availability) provide systems:
1. which may facilitate the Introduction of a Provider to a Family.
2. to enable Families to fill a Vacancy and Engage a Provider
3. to provide Rua Kids payment services.
Support – Rua Kids may offer support to the Providers in different ways, such as training materials. These will be subject to change from time to time and Rua Kids does not guarantee any specific results from such support. If the support is provided by third parties, Rua Kids will not be liable for the performance of such third parties.
Reporting – If a concern relating to any aspect of the Early Years Foundation Stage Framework’s requirements is brought to the attention of Rua Kids, Rua Kids will be required by law to follow the appropriate reporting procedure in relation to Ofsted and the Local Authority.

BECOMING A REGISTERED RUA KIDS CHILDMINDER

By joining Rua Kids, you will be registered as a childminder with Rua Kids. Rua Kids will be responsible for quality assurance and providing you with ongoing training and development opportunities.

To become formally registered and begin working with Families you will need to complete all checks and initial training and have a home visit from a member of the Rua Kids team. We will then advise you whether you and your setting are suitable to be registered with Rua Kids.

Opening your account – You will be required to provide necessary personal and business information in order to create an account on the Rua Kids Web Platform. All in accordance with our Privacy Policy, Cookie Policy and Terms of Use of the website.
Checks and vetting – All prospective Providers must be pre-approved by Rua Kids and vetted to ensure their childcare offering is suitable. Rua Kids shall carry out Rua Kids Checks in accordance with clause 12 below. Rua Kids reserves the right to change the Rua Kids Checks and approval process from time to time, and to refuse any prospective Provider for any reason.
Pre-registration content – Once you have an online account with Rua Kids Website, certain features on the Rua Kids Website will become available to you through your account, such as training content. You are responsible to go through this content and use it as you see fit in order to prepare for your approval process as a registered childminder.
Some training will be provided by third parties including pediatric first aid training. Rua Kids may be responsible for making the payment for this training on your behalf. We reserve the right to change this clause at any time. If we do so, we will send you a written notice to inform you of the change.
You need to give us a minimum of 72 hours notice if you cannot attend your booked First Aid training and/or the Outdoor learning training. This is to give us time to inform our external training providers and re-book the sessions without having to pay the attached fees. If notice is not given on time, you will need to pay for the missed sessions.
Rua Kids Checks – In order for you to become a registered Rua Kids childminder, your registration is conditional upon the following checks that may be performed by Rua Kids. This list may change from time to time and does not include all the checks that might be performed by Rua Kids.

WORKING AS A RUA KIDS REGISTERED CHILDMINDER

Provider’s Employment Status – Once registered as a childminder with Rua Kids,the Provider will be engaged with Rua Kids as a self employed contractor. The relationship with Rua Kids does not form a contract of employment. By agreeing to become a Rua Kids registered childminder, you are also agreeing to the terms of the Contractor Agreement which you will need to sign once you are registered.
Matching Families and Providers
1. The Provider and their availability will be displayed on the Rua Kids Web Platform. The Provider hereby agrees the usage of their information for the purpose of such marketing all in accordance with our privacy policy. Rua Kids cannot guarantee any Introductions or Engagement as a result of such marketing.
2. The Provider shall follow the Rua Kids guidelines regarding Engaging with a family.
3. The Provider shall not breach nor directly or indirectly cause Rua Kids to breach any anti-discrimination laws or provide any information or make any requests that may bring Rua Kids into disrepute;
4. All information provided by the Provider will be true and accurate and up to date.
Receiving payment from Families
1. All amounts due from the Family shall be paid in full to or via Rua Kids without any deduction or withholding other than as required by law or as detailed in this clause 15.
2. The Provider shall set their own rate. The rate will include the Rua Kids Service Fee.
3. Rua Kids shall direct debit from the Family such sums as are set out in a consolidated statement to be received by the monthly payment date agreed between Rua Kids and the Family. The payment date/regularity of the payment date may be varied.
4. The Family is responsible for the payment of fees. Rua Kids will not be liable for any late payments or non payments. Rua Kids will try to assist in any event of financial dispute between the parties, as reasonably possible.
5. The Provider will be responsible for any necessary statutory requirements such as tax payments which may apply.
6. Rua Kids reserve the right to change the rate for the Rua Kids Service Fee or other sums payable under this Agreement at their discretion.
7. For the avoidance of doubt, in the calculation of the sums due to Rua Kids in relation to Provider Services performed (including without limitation the Rua Kids Service Fees), an entry in the Timesheet shall be conclusive evidence that the Provider Services have been performed to the satisfaction of the Family at the time and for the total period of time set out in such Timesheet. Rua Kids shall not be responsible for verifying statements or entries relating to hours claimed.
8. In the event of a dispute regarding the hours claimed and the payments due (or not due), Rua Kids shall be informed of this within forty-eight (48) hours. The Provider shall promptly provide all co-operation and information reasonably required by Rua Kids to establish the hours actually worked. Any failure to inform Rua Kids within said time frame or co-operate shall entitle Rua Kids to issue a consolidated statement based on such Timesheet.
Off Platform charge
1. The Provider shall use the Rua Kids Web Platform and Services in connection with any childcare services provided.
2. If the Provider wishes to provide services to a Family which was introduced to the Provider outside the Rua Kids Web Platform, the Provider must refer the Family to Rua Kids so they are on-boarded via the Rua Kids Web Platform.
3. The Provider shall immediately notify Rua Kids if a Family requests that the Provider accepts a payment directly to it or through any channels other than via Rua Kids.
4. The Provider shall ensure that payment for the Provider Services is made only as set out in this Agreement (i.e. via Rua Kids). Any action that involves complete or partial payment in any other way, such as accepting payment from the Family directly and not via Rua Kids, shall be a breach of this Agreement.
5. The Provider shall indemnify Rua Kids in respect of any Loss suffered by Rua Kids directly or indirectly arising as a result of such breach. The parties accept the following charges as a genuine pre-estimate of the minimum Loss Rua Kids shall suffer in respect of such a breach of this Agreement and such payments shall be without prejudice to any other remedies available to Rua Kids. If Rua Kids reasonably considers that the Provider is accepting payment directly from a Family, Rua Kids may at its sole discretion:
  1. Immediately cancel the Provider’s registration as a childminder with Rua Kids.
  2. If the breach occurred within 3 years of successfully passing training with Rua Kids, demand that the Provider pay Rua Kids a £3,000 fee to cover their training costs and Rua Kids’ admin expenses.
  3. In the event that Rua Kisa decides at its sole discretion not to cancel the registration, demand a 10% fee and additional admin charge of £100 per breach will be paid by the Provider the following month.
The Childcare Agreement
1. Once a Provider and a Family agree that they wish to enter into an Engagement, the Family will be required to enter into a Childcare Agreement with Rua Kids. The Childcare Agreement for child care services shall be between Rua Kids and the Family. The Provider is not permitted to make or sign any contractual agreements with the Family.

PROVIDER’S OBLIGATIONS

By accepting Rua Kids’ offer to become a Rua Kids Registered Childminder, the Provider agrees to the following:
1. The Provider’s continued compliance with the terms of this Agreement, and use of the Rua Kids Web Platform and Services in connection with all childminding services provided. The Provider may not provide childcare services without the use of the Rua Kids Web Platform.
2. The Provider’s full compliance with the requirements of the Early Years Foundation Stage and Childcare Register.
3. The Provider’s agreement that Rua Kids will charge a service fee.
4. Rua Kids reserves the right to withdraw an offer to a Provider at any time and for any reason.
5. In the event that an allegation is made against the Provider by anyone, the Provider is required to report the allegations to the local authority, and Rua Kids will contact the local authority to make sure the allegations were reported. If not, Rua Kids will report the allegations.
6. To hold adequate insurance as a childminder for the duration of their engagement with Rua Kids.
7. The Provider’s agreement that Rua Kids can disclose their name on inspection reports and that these inspection reports can be published on the Rua Kids website.
8. The Provider’s agreement that Rua Kids can put a photo of the Provider on the Rua Kids website to facilitate advertising to parents.
General obligations

The Provider hereby agrees:

To comply with any guidance provided by Rua Kids from time to time.
To comply with all applicable laws, regulations or statutory requirements, as well as the requirements of Ofsted, the Early Years Foundation Stage and Childcare register.
To comply with all applicable Data Protection regulations and any related legislation, and to comply with the Koru Kids Data Protection Policy.
To notify Rua Kids of any information that might be relevant to their operation as a childminder, and any changes to personal information such as email address, phone number or name.
To notify Rua Kids of any Regular Visitors or new adults (aged over 16) living at their home and to ensure the appropriate DBS checks are carried out and paid for.
To perform their obligations to the Families in a professional manner.

TERM AND TERMINATION

This Agreement shall continue unless terminated:
1. By the Provider or by Rua Kids at any time by no less than 2 months written notice to Rua Kids. The Provider must notify any relevant Family of such termination at the same time.
2. By written notice with immediate effect by Rua Kids if there is any breach of this Agreement by the Provider; or
3. By 5 Business Days’ written notice by Rua Kids if there is any other serious or repeated breach of this Agreement by the Provider, which is, in the reasonable opinion of Rua Kids, capable of remedy and which is not remedied within 14 Business Days after an earlier notice requiring it to do so;
4. 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.

ACKNOWLEDGMENT AND LIABILITY

The Provider acknowledges that Rua Kids does not supervise and/or control the actions of any Family.
Nothing in this Agreement shall in any way constitute any Provider as the employee or worker of Rua Kids.
Subject to clause 26, Rua Kids shall not be liable for any Losses arising from:
1. any failure to provide the services of the Provider for all or part of the term of this Agreement;
2. the negligent, wrongful, dishonest or fraudulent acts or omissions or misrepresentations of a Family;
3. the theft, destruction, deletion or damage of or to any data, computer systems or materials by any Family.
Rua Kids shall not be liable for any Losses arising out of:
1. any act or omission or misrepresentation (whether before or after the date of this Agreement) of any Family;
2. any special, indirect or consequential damages or loss; or
3. any loss of profit, business, revenue, goodwill, anticipated savings and/or any claims made under third party contracts, arising out of any failure by Rua Kids to perform any obligations under this Agreement.
Subject to clause 26 and without prejudice to the other provisions of this chapter, Rua Kids’ liability in respect of any breach of this Agreement shall not exceed in respect of any Provider or Introduction a sum equivalent to three times the Rua Kids Service Fee paid (or which would have been payable) in respect of such Introduction.
Nothing in this Agreement shall operate to exclude or limit Rua Kids’ liability for:
1. death or personal injury caused by Rua Kids’ negligence;
2. its own fraudulent acts or omissions; or
3. any other liability which cannot by law be excluded.
Payment calculations will be based on information provided by the Provider and the Family. Rua Kids accepts no responsibility for any financial loss arising from errors in this information whether it arises from the Family or the Provider or in documents which the Provider has undertaken to check. Rua Kids will not be held responsible for any penalties, loss or overpayment, tax or any payments, due to calculation errors resulting from incorrect or incomplete information supplied by the Family or the Provider or late submission of documents or monies by the Family or the Provider to Rua Kids or to the relevant authority.
Rua Kids cannot guarantee that a Provider will complete a specific period of Engagement. No refunds for fees will be given.
The Provider shall indemnify and keep indemnified Rua Kids against any Losses incurred by Rua Kids arising out of any breach of this Agreement by the Provider.

DATA PROTECTION

The terms “Data Subject”, “Personal Data” and “processing” shall have the meanings set out in Data Protection Laws.
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.
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.
The Provider agrees that any personal information provided to Rua Kids by it can be collected, stored, processed and used in accordance with our current privacy policy – https://www.korukids.co.uk/privacy-policy. The Provider agrees for Rua Kids to share the Provider’s personal information with the necessary government agencies in order to progress the Provider’s application to become a Childminder.
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.
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.
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.
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.

GENERAL

With Respect to the Provider’s continued use of the Rua Kids Web Platform and Services, this Agreement 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 38 shall operate to exclude or limit the liability of any party in respect of fraud.
The Provider acknowledges that, in entering into this Agreement, it has not relied on any representations by Rua Kids, made before the execution of this Agreement other than those expressly set out in this Agreement.
This Agreement is personal to the Provider and the Provider 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 Rua Kids. Rua 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 Rua Kids shall be deemed to refer to the assignee.
Time is of the essence for all times, dates and periods specified in this Agreement.
Rua 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 Provider is responsible for reviewing these Terms and Conditions to stay informed of updates. The Provider’s continued use of the Rua Kids Web Platform and Services represents that they have accepted such changes.
Any notice required to be given under this Agreement shall be given in such manner as is expressly provided for on the Rua 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).
The content of these Terms and Conditions are owned or licensed to Rua Kids, and are protected by copyright and trademark laws.
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 Rua Kids.
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.
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:
1. 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;
2. to the extent permitted by law, Rua Kids and the Provider shall negotiate in good faith a replacement to any provision severed under clause 47.1 by a provision which is of similar effect but which is not illegal or unenforceable.
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 Rua 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.

Last updated: 13th May 2021