Terms and conditions between Koru Kids Ltd and Nanny employers
- The following terms and conditions ("Terms") apply to your use of the Koru Kids Web Platform ("the Koru Kids Web Platform") which is owned and maintained by Koru Kids Limited, 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 agree that you have read, understood and agree to these Terms (each as amended from time to time). If you do not agree to these Terms you must not use the Koru Kids Web Platform or use the Koru Kids Service.
- Koru Kids Limited is a limited company registered in England and Wales whose registered number is 10047637 and whose registered address is at 23 Shepherd’s Hill, London N65QJ. Should you have any questions about these Terms or wish to contact Koru Kids for any reason, please contact Koru Kids by email at email@example.com
- Description and Use of Koru Kids Service
- The Koru Kids Web Platform and the Koru Kids Service is an online platform to facilitate the administration of a nanny engagement by parents ("Clients"). On using the website, you agree to be bound by these Terms, which shall govern your use of the Koru Kids Service. You warrant and represent that all information provided to Koru Kids is, and continues to be, accurate and not misleading. You may not adapt or circumvent the systems in place in connection with the Koru Kids Web Platform, nor access the Koru Kids Service other than for the purposes contemplated in these Terms.
- You agree that the Koru Kids Service is provided without warranty and we do not warrant or represent that the Koru Kids Service will meet your requirements or that its operation will be uninterrupted or error free. We do not make any warranty as to the accuracy or reliability of any information obtained through the Koru Kids Service. Please note that we are not lawyers and do not give legal advice. Where we provide a draft employment contract to you, this is for your convenience and does not constitute legal advice. Similarly, when we provide thoughts or answer questions on your employment arrangement with the Nanny, this is also for your convenience and does not constitute legal advice. You are not required to use the provided contract in order to use our service. We recommend that you take your own legal advice if you are unsure about aspects of the contract or your obligations as an employer, and/or consult the government ACAS service.
- The Koru Kids Web Platform may contain links to other Web Platforms. We accept no responsibility or liability for any material supplied or contained on any third party Web Platform which is linked from or to the Koru Kids Web Platform, or any use of personal data by such third party.
iii. We shall only be liable to you for loss or damage caused directly and reasonably foreseeable by our breach of these Terms and our liability in these circumstances is limited as set out below.
- In no event shall we, persons who act on our behalf, and/or persons we enter into contracts with be liable for any of the following types of loss or damage arising under or in relation to these Terms (whether in contract, tort (including, without limitation, negligence) or otherwise): any loss of profits, goodwill, business, contracts, revenue or anticipated savings even if we are advised of the possibility of such loss of profits, goodwill, business, contracts, revenue or anticipated savings; any loss or corruption of data; or any loss or damage whatsoever which does not stem directly from, or which results only as a consequence of, any loss or damage caused by our breach of these Terms.
- Notwithstanding the above, our total liability (whether in contract, tort, negligence or otherwise) to you, for any loss or damage shall not exceed the total value of the fees you have paid.
- Nothing in these Terms shall exclude or limit Koru Kids's liability in respect of death or personal injury caused by negligence or fraud (including fraudulent misrepresentation) or any other liability which cannot by law be limited or excluded.
vii. We recommend that anyone employing a childcarer directly ensure that that childcarer has in place public liability insurance with a minimum level of £1m. You should discuss this requirement with your employee directly, if you wish them to arrange public liability insurance.
- You agree to indemnify, defend and hold harmless Koru Kids and its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers and employees from and against any and all claims, losses, expenses or demands of liability, including reasonable legal fees and costs incurred by Koru Kids in connection with any claim by a third party (including an intellectual property claim) arising out of your use of the Koru Kids Web Platform or the Koru Kids Service in violation of these Terms or in violation of any applicable law.
- Facilitation of payments to nannies and HMRC
- Payments by the Client in respect of Nanny services, HMRC payments and pension payments shall be held, once received by Koru Kids, on trust for the Client pending transfer to the Nanny or HMRC or the pension provider. Payments to the Nanny will be made via a reputable third party provider. The Client hereby authorises Koru Kids (as agent for the Client) to make such transfer, provided that Koru Kids has reasonable grounds for believing that the relevant Nanny Services have been provided (which shall include reporting via any software provided or designated by Koru Kids).
- 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 sum shall not exceed the hourly rate which has been agreed between Koru Kids and the Client.
iii. Koru Kids shall be entitled to issue consolidated statements to the Client on a monthly basis which will be made up of the following:
- sums due in respect of any nanny services payment received by (or details of which are received by) Koru Kids (as agent for the Client) and payable by the Client. These sums may include temporary payments for nanny services in the form of loans while HMRC registration and payroll arrangements are being established for the purpose of correct consideration of tax.
b.sums due in respect of payment to HMRC of any monies due
- sums due in respect of any Koru Kids Service Fees payable by the Client.
- For the avoidance of doubt Koru Kids shall not be obliged to make any payment to a Nanny or HMRC in respect of any sums due from the Client before it has received payment from the Client in respect of the same.
- The Client shall ensure that payment to the Nanny is made only as set out in this clause 6. Any action that involves complete or partial payment in any other way shall be a breach of this Agreement. The Client shall indemnify Koru Kids in respect of any Loss suffered by Koru Kids directly or indirectly arising as a result of such breach. The Client shall immediately notify Koru Kids if a Nanny requests that the Client make a payment directly to it or through any channels other than those specified in this clause 6.
- If the Client disputes the hours claimed and the payments due (or not due), it shall inform Koru Kids of this within 48 hours and shall promptly provide all co-operation and information reasonably required by Koru Kids to establish the hours actually worked by the Nanny. Any failure so to inform Koru Kids within 48 hours or co- operate shall entitle Koru Kids to issue a consolidated statement based on information provided and be paid in accordance with this clause 6.
vii. For the avoidance of doubt, 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.
- 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; 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.
- by written notice from the Client, whereby the Client is no longer utilising a Koru Kids nanny or service, or any individuals made known to the Client via Koru Kids, both in any existing capacity or any future capacity.
- Acknowledgements and Liability
- 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. 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. The Client acknowledges that Koru Kids does not provide legal advice.
- 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 Client's location(s).
iii. Koru Kids shall not be responsible for ensuring the suitability of any Nanny
- Koru Kids shall not be responsible for any Loss relating to any Client not complying with any legal or tax requirements when acting as an intermediary.
- 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.
- 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.
- Where Koru Kids provide template contracts to the client for use with the Nanny(s) or other parties, the Client acknowledges that Koru Kids is not providing legal advice. Koru Kids only offers template nanny contracts that the Client is free to use if they wish. Koru Kids will also negotiate the contract on behalf of the Client. The Client does not have to use these contracts, and can use their own if they prefer. Koru Kids does not warrant that the terms of the nanny contract provided are suitable in every situation and we advise all our Clients (families and nannies) to take their own legal advice in relation to these matters. It is however a condition of using this service that the Client warrants that any contract employing a nanny subsequent to an introduction by Koru Kids complies with applicable labour laws, including minimum wage requirements and provisions for sick, holiday and maternity leave, and that appropriate employers' liability insurance is in place.
vii. 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.
viii. Any responsibilities to Nannies under the Pensions Act or any employment law remain the sole responsibility of the Client and the Client agrees to perform those responsibilities.
- 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.
- Data Protection
- In this clause 9, the terms "data subject" and "process" have the meanings given to them in the 2018 Data Protection Act ("Data Protection Laws").
- Each party warrants to the other that, in relation to this Agreement, it shall comply strictly with all requirements of the Data Protection Laws. The Client indemnifies Koru Kids for losses arising from any data breach on the Client’s part.
iii. The Client shall keep all information comprising an Introduction (including, without limitation, Personal Data relating to any Nanny or family) confidential and undertakes not to use such information for any purpose other than that covered in this agreement.
- The Client warrants and undertakes to Koru Kids that in respect of Personal Data:
a.it will co-operate with and assist Koru Kids in allowing data subjects to exercise their rights under the Data Protection Laws;
b.it will co-operate with Koru Kids to enable Koru Kids to take reasonable steps to monitor compliance by the Client with its obligations under this Agreement and under the Data Protection Laws; and
c.it will comply with any reasonable request made by Koru Kids to ensure compliance with the measures mentioned in this clause 9.
- The Client will notify Koru Kids immediately of any correspondence it may receive from any local data protection regulator and any successor or replacement body relating to Personal Data or any complaint from an individual about the processing of Personal Data in connection with this Agreement.
- The Client will not transfer any Personal Data to any country outside of the European Economic Area without Koru Kids’ prior written consent.
- This Agreement does not replace any previous Terms and Conditions agreed between the Client and Koru Kids, which continue in effect.
- 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 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. In particular, the Client agrees that Koru Kids may engage a specialist nanny payroll service on its behalf at no additional cost to the Client.
iii. Time is of the essence for all times, dates and periods specified in this Agreement.
- No amendment to this Agreement is effective unless it is in writing (including email and other online means) and expressly agreed by each party.
- 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: 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; and 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.
vii. None of the provisions of this Agreement is 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.
Terms and conditions v1.4 last reviewed: 27th March 2019