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 (a subsidiary of Koru Kids Ltd. Rua Kids Ltd trades publicly as Koru Kids Ltd) (“Koru Kids“), to you as a user of Koru Kids’ Childminding services (the “Family“).
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 Family agree that you have read, understood and agreed to these Terms (each as amended from time to time).
The date of this Agreement is: 13 July 2022 (“Agreement Date”)
- Rua Kids is a Childminder Agency registered with Ofsted with Unique Reference Number CA000045.
- Koru 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 Koru Kids, They will be engaged as a contractor with Koru Kids.
- Koru 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 Koru Kids.
- The parties acknowledge and accept that any payment relating to Provider Services shall be the ultimate responsibilities of the Families and paid under or in consequence of the Childcare Agreement between Koru Kids and Family, as defined below.
IT IS AGREED as follows:
DEFINITIONS AND INTERPRETATION
- In this Agreement, unless the context otherwise requires, the following definitions shall apply:
“Agreement” means this agreement between Koru Kids and the Family 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.
“Childcare Agreement” means an agreement between the Family and Koru Kids for the provision of childcare provided by a Provider, attached as Schedule 1 to this Agreement, which will be signed by the Family and Koru Kids once an Engagement with a Provider is agreed upon.
“Commencement Date” means the date when the Provider Services shall begin as specified in the Childcare Agreement.
“Consumables Charge” means an amount agreed and payable by the Family for any costs incurred by the Provider during hours which are paid for by Government Funding as agreed in the Childcare Agreement.
“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.
“Deposit” means the deposit of an amount specified in the Childcare agreement attached as Schedule 1 which is payable by the Family by way of security in respect of a loss which may result from the non-performance of a contract.
“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 a Provider, whether they’ve been introduced via the Koru Kids Web Platform or outside the Koru 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 Koru Kids Web Platform relevant to an Engagement or proposed Engagement and including the general requirements of a potential Vacancy posted by a Childminder on the Koru 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.
“Fee” means the monthly payment made by the Families to Koru Kids for the Provider Services.
“Government Funding” has the meaning described in clause 20 below.
“Introduction” means the Family directly or indirectly receiving, viewing or having access to any information via the Koru 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).
“Location” means the location that the Engagement shall be delivered, as detailed in the Engagement Details.
“Provider” means a child care provider registered as a childminder with Koru Kids
“Provider Services” means the services to be performed by a Provider in relation to an Engagement.
“Rate” means The Childminders hourly rate, as specified in the Childcare Agreement.
“Koru Kids Checks” means the standard checks Koru Kids is required to conduct on childminders by Ofsted as an accredited childminder agency..
“Koru Kids Service” has the meaning set out at the head of this Agreement.
“Koru Kids Web Platform” or “Site” means https://www.korukids.co.uk
“Settling In Period” means a period of time commencing on the Commencement Date and ending after 30 days.
“Timesheet” means a record used to record the time and attendance details of the Family’s child with the Provider filled by the Childminder.
“Vacancy” means the specific details of a potential vacancy of a Childminder. “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:
- 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.
A. KORU KIDS’ OBLIGATIONS
- Koru Kids shall (subject to availability) provide systems:
- which may facilitate the Introduction of a Provider to a Family.
- to enable Families to approach a Childminder regarding Vacancy.
- to provide Koru Kids payment services.
- Koru Kids shall carry out Koru Kids Checks in accordance with Ofsted requirements to all Providers. Koru Kids cannot guarantee that the information concerning the Provider which has been made available to Koru Kids is accurate or complete. The final responsibility for any decision to Engage a Provider rests with the Family.
- Koru Kids may offer support to the Providers in different ways. These will be subject to change from time to time and Koru Kids does not guarantee any specific results from such support.
- Koru Kids shall report any major concerns relating to any aspect of the Early Years Foundation Stage Framework’s requirements which are brought to Koru Kids’ attention according to the appropriate reporting procedure in relation to Ofsted and the Local Authority, as required by law.
B. VACANCY-FILLING PROCESS
- Subject to the terms of this Agreement, the Family may use the Koru Kids Web Platform to approach a Childminder who has issued a Vacancy.
- Koru Kids shall operate the Koru Kids Web Platform so that Families are able to apply for Vacancies, and may approach a Childminder in order to begin an Engagement.
- The Family warrants, represents, and undertakes that:
- when approaching a Childminder regarding a Vacancy 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 Provider from working with the Family for any reason that is of an unlawfully discriminatory nature, or that may bring Koru Kids into disrepute;
- all information provided by the Family in the form of Engagement Details or otherwise for the purposes of the Engagement will be true and accurate and up to date.
C. ENGAGEMENT BETWEEN THE FAMILY AND THE PROVIDER
- The Family agrees that it shall give Koru Kids in the Engagement Details and/or otherwise as requested by Koru Kids any required information so that Koru Kids can facilitate the Engagement, including any specific experience, training, qualifications and any authorisations which the Family considers are necessary, or which are required by law or by any professional body for the Provider to possess in order to provide the Provider Services;
- The Family agrees to pay the rate that will be specified in the Childcare Agreement.
- Any unused hours will be charged as usual. Additional hours (i.e. late collection of the child at the end of the day) will be charged at the Provider’s Rate.
- The Family shall:
- (where it decides to engage a Provider) engage each Provider on the terms of the Childcare Agreement;
- check and sign or electronically verify consolidated statements (in a form approved by Koru Kids) verifying the number of hours Provider Services were provided by the Provider which shall be deemed to be confirmation of satisfactory performance of the Provider Services by the Provider unless the Family expressly notifies Koru Kids otherwise in writing;
D. PAYMENT OF FEES
- Both parents shall be signatories to this agreement and are jointly and severally liable for all payments.
- The Family shall pay the Fee according to the Rate specified in the Childcare agreement. The Company reserves the right to increase the Rate with proper notice. The Rate will increase on the 1st of January each year by an amount equivalent to the retail price index.
- Koru Kids shall be entitled to issue consolidated statements to the Family on a monthly basis (or such other basis as may from time to time be expressly agreed with the Family in writing) which will detail the following:
- sums due in respect of Provider Services provided in the invoicing period, details of which are received by Koru Kids and which are inclusive of all costs and deductions.
- sums due to Koru Kids in respect of any agreed Consumables Charge as specified in the Childcare Agreement.
- any other sums from time to time payable by the Family in accordance with this Agreement and/or as specified in the Engagement Details and/or Koru Kids Web Platform and/or the Childcare Agreement; and
- VAT as applicable.
- Koru Kids shall direct debit from the Family such sums as are set out in a consolidated statement issued by the Company, to be received on the 1st of each month for the Provider Services to be rendered that month.
- The Family shall set up a direct debit mandate and shall ensure there are sufficient funds in the account to cover the relevant payments. The Family shall pay to Koru Kids such sums as are set out in a consolidated statement in cleared funds.
- Non-payment of any part of the invoice may lead to a refusal of the Provider to deliver care for a child, or automatic termination of this Agreement, with no refund due of any fees paid. Any overdue monies will be charged at 2% per month including the required notice period which will be charged as well.
- Government Funding –
- The Family may use Government Funding to pay the entire monthly Fee or part of it by using Tax Free Childcare, Funded Hours from a local authority or Childcare Vouchers.
- The Family is responsible for the full and final payment of the Fee. In the event that Government Funding is not provided to the Family for any reason, the Family is responsible to make sure that full payment is still made.
- For the purpose of receiving Government Funding, the Family shall provide Koru Kids with all relevant information in order to ensure that Government Funding is received, including their validation code, their date of birth and their national insurance number. The Family gives Koru Kids their consent for Koru Kids to validate said code.
- The family shall pay a Deposit on acceptance and signature of the Childcare Agreement. At the end of the Engagement for any reason, the deposit will be used for final payment of the Fee, except in the circumstances described in clause 25.
- The Family agrees to a Consumables Charge as specified in the Childcare Agreement when making use of any hours under Government Funding.
- Any additional hours taken in a given month over and above the minimum contracted hours will be added to next month’s invoice.
- Where a sum is paid by a Family to Koru Kids, Koru Kids shall be entitled to treat the sum as first discharging any payment of interest on any overdue amount due from the Family to Koru Kids and payment of any other sum due from the Family to Koru Kids.
- 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 Provider by the Family. For the avoidance of doubt, if the Family chooses to terminate an Engagement during the Settling In Period, no refund of the Deposit shall be payable.
- The Family shall ensure that payment for the Provider Services is made only as set out in this chapter D (i.e. via Koru Kids). Any action that involves complete or partial payment in any other way, such as paying the Provider directly and not via Koru Kids, shall be a breach of this Agreement. Such amount will be deemed as unpaid and owed to Koru Kids for the Services provided. If Koru Kids reasonably considers that the Family is directly paying a Provider it shall notify the Family accordingly, and the Family shall pay immediately to Koru Kids said amount. The Family shall indemnify Koru Kids in respect of any Loss suffered by Koru Kids directly or indirectly arising as a result of such breach. Koru Kids shall not be liable or responsible for the return of the amount paid by the Provider to the Family.
- The Family shall immediately notify Koru Kids if a Provider requests that the Family make a payment directly to it or through any channels other than those specified in this chapter D (i.e. via Koru Kids).
- For the avoidance of doubt, in the calculation of the sums due to Koru Kids in relation to Provider Services performed, Koru Kids shall use the details entered by the Childminder in the Timesheet. 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. 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 Provider.
- If the Family disputes the hours claimed and the payments due (or not due), it shall inform Koru Kids of this in writing within forty-eight (48) hours of receiving the consolidated statements and shall promptly provide all co-operation and information reasonably required by Koru Kids to establish the hours actually worked by the Provider. Any failure to inform Koru Kids within such time frame or co-operate shall entitle Koru Kids to collect payment from the Family according to the consolidated statement in accordance with this chapter D.
- All amounts due under this Agreement 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 chapter D. The Family 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.
- Koru Kids shall (without prejudice to any other remedy) apply and charge the Family interest on any overdue 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.
- Koru Kids reserve the right to change the Rate or other sums payable under this Agreement at their discretion.
E. THE FAMILY’S OBLIGATIONS
- The Family hereby agree to the following:
- Pay the Fee and all relevant payment as agreed in this Agreement and in the Childcare Agreement.
- Notify Koru Kids immediately if it is dissatisfied with the performance by the Provider and of any concerns they may have regarding the Provider.
- Treat all Providers in a professional manner. Not commit any act or omission constituting unlawful discrimination against or harassment of any Provider in connection with the performance of the Provider Services.
- Indemnify (and keep 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 this Agreement.
- Complete the relevant details in Appendix 1 to the Childcare Agreement – Child’s information, in the most accurate manner possible.
- Comply with all obligations under all the schedules attached to this agreement such as the Childcare agreement.
- The Family have read and understood Koru Kids Home Nursery policies including: the safeguarding policy, the medication policy and the complaints policy are available in the Koru Kids Family’s Handbook.
- 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 Family; or
- by 5 Business Days’ written notice by Koru Kids if there is any breach or repeated breach of this Agreement by the Family, which is, in the reasonable opinion of Koru Kids, capable of remedy and which is not remedied within 14 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 Family may not meet its obligations to Koru Kids, or (ii) the Provider may no longer be willing, or able or suitable to undertake the Provider Services for the Family;
- 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.
- Termination of this Agreement Will automatically give rise to termination of the Childcare Agreement at the same time, in accordance with its terms.
- Termination of the Childcare Agreement in accordance with its terms, Will automatically give rise to termination of this Agreement at the same time, in accordance with this Agreement’s terms.
G. ACKNOWLEDGMENT AND LIABILITY
- The Family acknowledges that Koru Kids does not supervise and/or control the actions of any Provider. Nothing in this Agreement shall in any way constitute any Provider as the employee or worker of Koru Kids. Koru Kids shall not be responsible for supervising, monitoring or directing the Provider whilst working on an Engagement and that accordingly, only the Family is in a position to assess and insure against risks in respect of or during or arising out of the period for which the Provider is performing the Provider Services.
- Koru Kids shall not be responsible for ensuring the suitability of any Provider or for the accuracy or validity of any Koru Kids Checks save to the extent required by Ofsted.
- Subject to clause 42, Koru Kids shall not be liable for any Losses arising from:
- any failure to provide the Provider Services for all or part of the term of this Agreement;
- the negligent, wrongful, dishonest or fraudulent acts or omissions or misrepresentations of the Provider, including, without limitation, any lack of skill of any Provider; or
- the theft, destruction, deletion or damage of or to any data, computer systems or materials by any Provider.
- 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 Provider;
- 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.
- Subject to clause 42 and without prejudice to the other provisions of this chapter G, Koru 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 Fee paid (or which would have been payable) in respect of such Introduction.
- 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.
- Koru Kids provides a platform via which Families can find Providers and Providers can find Families. The final decision to enter into an Engagement with a Provider is the sole responsibility of the Family and Koru Kids shall not be liable for any costs, damage, losses (including loss of earnings), injury or misconduct related to the Family’s finding of the Provider or due to any inaccuracy in the information provided by the Provider or any third party.
- Koru Kids cannot guarantee that a Provider will complete a specific period of Engagement, and likewise does not guarantee to the Provider that the Family will engage the Provider for a specific period.
- The Family shall indemnify and keep indemnified Koru Kids against any Losses incurred by Koru Kids arising out of any breach of this Agreement by the Family.
- Nothing in this Agreement 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.
- 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 47 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.
- The Family 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.
- This Agreement is personal to the Family and the Family 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.
- Time is of the essence for all times, dates and periods specified in this Agreement.
- 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 Family is responsible for reviewing these Terms and Conditions to stay informed of updates. The Family’s continued use of the Site 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 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).
- The content of these Terms and Conditions are owned or licensed to Koru 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 Koru 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:
- 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 Family shall negotiate in good faith a replacement to any provision severed under clause 57 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 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.