TERMS & CONDITIONS

CANCELLATION POLICY​

Payment is due upon confirmation of appointment. The following fees apply to any cancelled service: 14-7 days notice: 100% refundable; 6-4 days notice: 75% refundable; 4-2 days: 50% refundable. 24h or less: 25% refundable.

If the baby is unwell on the date of consultation it will be endeavoured at discretion to change your appointment to another date without applying the cancellation fee. 

TERMS & CONDITIONS​

This agreement is between:

Parties

(1)            Mathilde Maternity London Limited incorporated and registered in England and Wales with company number 11906895 whose registered office is at C/O Charles Rippin & Turner, Middlesex House, 130 College Road, First Floor, Harrow HA1 1BQ (Supplier) 

(2)            The Customer (such as the parent or a third person, purchasing services on or outside our website)

BACKGROUND

(A)            The Supplier is in the business of providing parenting consulting and night nurse services.

(B)            The Customer wishes to obtain and the Supplier wishes to provide the services on the terms set out in this agreement.

 

AGREED TERMS​

1- Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions.

Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the number of hours agreed between the parties during which the Supplier will provide the Services to the Customer.

Change Order: has the meaning given in clause 6.1.

Charges: the sums payable for the Services, as set out in Schedule 1.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.

Customer’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Customer, its agents, subcontractors or consultants which is used directly or indirectly in the supply of the Services including any such items specified in Schedule 1.

Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to the Supplier in connection with the Services, including the items provided pursuant to clause 5.1(d).

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);

Deliverables: any output of the Services to be provided by the Supplier to the Customer as specified in Schedule 1 and any other documents, products and materials provided by the Supplier to the Customer in relation to the Services (excluding the Supplier’s Equipment).

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Mandatory Policies: the Customer’s business policies and codes as amended by notification to the Supplier from time to time.

Milestones: a date by which a part of the Services is to be completed, as set out in Schedule 1.

Services: the services as set out in Schedule 1, including services which are incidental or ancillary to such services.

Services Form: the form agreed and signed by both parties as a complete and accurate record of the specific Services to be provided by the Supplier on the terms of this agreement, as set out in Schedule 2.

Supplier’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Supplier to the Customer and used directly or indirectly in the supply of the Services including any such items specified in Schedule 1 but excluding any such items which are the subject of a separate agreement between the parties under which title passes to the Customer.

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 This agreement shall be binding on, and for the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

1.9 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.10 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.11 A reference to writing or written includes email but not fax.

1.12 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.13 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

1.14 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.15 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2- Commencement and duration ​

2.1           This agreement shall commence on the date when it has been signed by all the parties and shall continue, unless terminated earlier in accordance with clause 12 (Termination), until the completion of the Services agreed between the parties, when it shall terminate automatically without notice. 

2.2           The Supplier shall provide the Services to the Customer in accordance with this agreement from the date agreed between the parties in writing and noted on the Services Form.

3- Supplier's responsibilities ​

3.1           The Supplier shall use reasonable endeavours to manage and complete the Services, and deliver applicable Deliverables to the Customer, in accordance with this agreement in all material respects.

3.2           The Supplier shall use reasonable endeavours to meet any performance dates but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of this agreement.

3.3           The Supplier may appoint a manager for the Services. That person shall have authority to contractually bind the Supplier on all matters relating to the Services (including by signing Change Orders). The Supplier shall use all reasonable endeavours to ensure that the same person acts as the Supplier’s manager throughout the term of this agreement, but may replace that person from time to time where reasonably necessary in the interests of the Supplier’s business.

3.4           The Supplier will notify the Customer in the event that they have any concerns regarding a Child, their health, wellbeing, behaviour. In such instance, the first point of contact shall be the emergency contacted noted by the Customer on the Service Form.

3.5           The Supplier may terminate this agreement if the Child displays unacceptable behaviour or endangers the safety and well-being of another child or the Supplier’s staff member and will discuss how the Supplier may assist (if at all) and the options available to the Customer in respect of the Child.

3.6           The Customer acknowledges that the Supplier has an obligation to report to the relevant authorities any suspicions they have that the Child has suffered neglect or above and where necessary ay so do without the Customer’s consent and/or informing the Customer. 

3.7           The Supplier shall provide the Customer with details of qualifications, DBS checks and certificates as necessary for the provision of the Services upon written request.

4- Customer's obligations ​

4.1           The Customer shall:

(a)        co-operate with the Supplier in all matters relating to the Services;

(b)        appoint a manager or primary point of contact for the Services. That person shall have the authority to contractually bind the Customer on matters relating to the Services (including by signing Change Orders);

(c)        provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as required by the Supplier including any such access as is specified in Schedule 1;

(d)        provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) required under Schedule 1 or otherwise reasonably required by the Supplier in connection with the Services and ensure that they are accurate and complete; 

(e)        inform the Supplier of all health and safety and security requirements that apply at any of the Customer’s premises. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 6 (Change control);

(f)         ensure that all the Customer’s Equipment is in good working order and suitable for the purposes for which it is used and conforms to all relevant United Kingdom standards or requirements;

(g)        obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Services, including the use of all Customer Materials and the use of the Customer’s Equipment, in all cases before the date on which the Services are to start;

(h)        keep, maintain and insure the Supplier’s Equipment in good condition or in accordance with the Supplier’s instructions from time to time and shall not dispose of or use the Supplier’s Equipment other than in accordance with the Supplier’s written instructions or authorisation;

(i)          provide reasonable bedding for the Supplier should it be specified as a requirement by the Supplier for the provision of the Services required by the Customer;

(j)          provide reasonable assistance as requested y the Supplier from time to time to allow the Supplier to provide complete provision of the Services. For the purposes of this clause, the Customer hereby acknowledges that some of the Services may require the Customer assisting the Supplier in providing the Services in respect of the Child and it is for the best interests of the Child that the Customer provides such reasonable assistance;

(k)        ensure that the Supplier or its staff is not subjected to degrading or discriminatory treatment at any time and is provided with a workable and clean working environment at all times with a full supply of Customer Materials as necessary for the provision of Services or notified by the Supplier as required for the provision of the Services in the Service Form. If such behaviour is complained of, it will be investigated by the Supplier and the Services will be ceased pending investigation and this agreement shall be terminated if it is established that the Customer subjected the staff of the Supplier to such treatment;

(l)          notify the Supplier of any reasonable adjustments required in respect of their Child, including any allergy information, medical requirements, conditions and medicine necessary for the Child (making such medicine available to the Supplier during the provision of the Services as necessary);

(m)      provide the Supplier with any information about the Child to the Supplier in writing, prior to the supply of the Services;

(n)        ensure that they keep the Supplier up to date with information in respect of the Child and matters relating to the provision of the Services to the Child;

(o)        where night Services are to be provided, the Customer must provide adequate accommodation and food and drink for the Supplier;

(p)        ensure that there is a sufficient supply of Customer Materials.;

(q)        ensure that pets and animals are kept away from the Supplier and the Child during the provision of the Services. 

4.2           Care and maintenance of any pets, animals and children or persons other than the named Child shall be the sole responsibility of the Customer.

4.3           If the Supplier’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.

5- Non-solicitation​

5.1           The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this agreement to the expiry of 12 months after the termination or expiry of this agreement, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.

5.2           Any consent given by the Supplier in accordance with clause 5.1 shall be subject to the Customer paying to the Supplier a sum equivalent to 25% of the then current annual remuneration of the Supplier’s employee, consultant or subcontractor or, if higher, 25% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.

6- Change control

6.1           Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:

(a)        the Services;

(b)        the Supplier’s existing charges;

(c)        the timetable of the Services; and

(d)        any of the terms of this agreement.

6.2           If the Supplier wishes to make a change to the Services it shall provide a draft Change Order to the Customer.

6.3           If the Customer wishes to make a change to the Services:

(a)        it shall notify the Supplier and provide as much detail as the Supplier reasonably requires of the proposed changes, including the timing of the proposed changes; and

(b)        the Supplier shall, as soon as reasonably practicable after receiving the information at clause 7.3(a), provide a draft Change Order to the Customer.

6.4           If the parties:

(a)        agree to a Change Order, they shall sign it and that Change Order shall amend the Service Form agreed; or 

(b)        are unable to agree a Change Order, either party may require the disagreement to be dealt with in accordance with the dispute resolution procedure in clause 26 (Multi-tiered dispute resolution procedure).

6.5           The Supplier may charge for the time it spends on preparing and negotiating Change Orders which implement changes proposed by the Customer pursuant to clause 6.3 on a time and materials basis at the Supplier’s daily rates specified in Schedule 1.

7- Charges and payment​

7.1           In consideration of the provision of the Services by the Supplier, the Customer shall pay the Charges in advance of the commencement of the Services as noted on the Service Form. Failure to do so may result in delay or cancellation of the Services.

7.2           The Supplier reserves the right to require the Customer to pay a deposit where it may be necessary for the Services requested, such requirement shall be noted on the Service Form. Such deposit must be paid at least one week before the commencement of the Services. Failure to do so may result in delay or cancellation of the Services.

7.3           All charges for the Services are non-refundable.

7.4           In the event that the Services are cancelled by the Customer:

(a)        less than 48 hours before the agreed commencement date and time of the Services, a cancellation fee of £[AMOUNT] shall apply;

(b)        at any time due to death or critical illness of a parent or the Child, no cancellation fee shall be charged.

7.5           Where night Services are required, the Customer will be required for a period exceeding two weeks, the Customer must pay an administration fee to secure the Services of the Supplier as noted on the Service Form.

7.6           Where the Charges are calculated on a time basis:

(a)        the Supplier’s daily fee rates shall be calculated on the basis of an eight-hour day, worked during Business Hours; 

(b)        the Supplier shall be entitled to charge an overtime rate of 5% of the daily fee rate set out in Schedule 1 on a pro rata basis for any time worked by individuals whom it engages on the Services outside Business Hours; and

(c)        the Supplier shall ensure that every individual whom it engages on the Services completes time sheets to record time spent on the Services, and the Supplier shall indicate the time spent per individual in its invoices.

7.7           The Charges exclude the following which shall be payable by the Customer, following submission of an appropriate invoice:

(a)        the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services; and

(b)        the cost to the Supplier of any materials or services procured by the Supplier from third parties for the provision of the Services as such items and their cost approved by the Customer in advance from time to time.

7.8           The Supplier may increase the Charges on an annual basis with effect from each anniversary of the date of this agreement in line with the percentage increase in the Average Earnings Index in the preceding 12-month period, and the first such increase shall take effect on the first anniversary of the date of this agreement and shall be based on the latest available figure for the percentage increase in the Average Earnings Index. 

7.9           The Supplier shall invoice the Customer for the Charges at the intervals specified. If no intervals are so specified the Supplier shall invoice the Customer at the end of each Services performed.

7.10        The Customer shall pay each invoice submitted to it by the Supplier within 14 days of receipt to a bank account nominated in writing by the Supplier from time to time.

7.11        Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under this agreement on the due date:

(a)        the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.7(a) will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%;

(b)        the Supplier may suspend all or part of the Services until payment has been made in full.

7.12        All sums payable to the Supplier under this agreement:

(a)        are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

(b)        shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8- Intellectual property rights​

8.1           In relation to the Deliverables:

(a)        the Supplier and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Customer Materials;

(b)        the Customer shall not sub-license, assign or otherwise transfer tor provide copies of the Deliverables to aby third party that has not engaged the Services of the Supplier.

8.2           In relation to the Customer Materials, the Customer:

(a)        and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and

(b)        grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of this agreement for the purpose of providing the Services to the Customer.

8.3           The Supplier:

(a)        warrants that the receipt of the Services and the Deliverables by the Customer shall not infringe the rights, including any Intellectual Property Rights, of any third party or any rights of third parties to the extent that infringement results from copying; 

(b)        shall, subject to clause 11 (Limitation of liability),  indemnify the Customer in full against all reasonable liabilities, costs, expenses, damages and losses and all other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights, to the extent that the infringement or alleged infringement results from copying, arising out of, or in connection with, the receipt, use or supply of the Services and the Deliverables; and

(c)        shall not be in breach of the warranty at clause 9.3(a), and the Customer shall have no claim under the indemnity at clause 9.3(b), to the extent the infringement arises from:

(i)          the use of the Customer Materials in the development of, or the inclusion of the Customer Materials in any Deliverable;

(ii)         any modification of the Deliverables or Services, other than by or on behalf of the Supplier; and

(iii)        compliance with the Customer’s specifications or instructions.

8.4           The Customer:

(a)        warrants that the receipt and use of the Customer Materials in the performance of this agreement by the Supplier, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party or any rights of third parties to the extent that infringement results from copying; and

(b)        shall indemnify the Supplier in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim brought against the Supplier, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of this agreement of the Customer Materials. 

8.5           If either party (the Indemnifying Party) is required to indemnify the other party (the Indemnified Party) under this clause 8, the Indemnified Party shall:

(a)        notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 9.3(b) or clause 9.4(b) (as applicable) (IPRs Claim);

(b)        allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, such approval not to be unreasonably withheld;

(c)        provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Supplier of the Indemnified Party’s costs so incurred; and 

(d)        not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.

9- Data protection​

9.1           Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

9.2           The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor. 

9.3           Without prejudice to the generality of clause 9.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of this agreement.

9.4           Without prejudice to the generality of clause 9.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this agreement:

(a)        process that personal data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on the laws of a member of the European Union or European Union Law as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;

(b)        ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c)        ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

(d)        not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i)          the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii)         the data subject has enforceable rights and effective legal remedies;

(iii)        the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv)       the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data.

9.5           The Customer consents to the Supplier appointing third party processer as a third party processor of Personal Data under this agreement, if required.

10- Confidentiality​

10.1        Each party undertakes that it shall not at any time, and for a period of two years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 10.2.

10.2        Each party may disclose the other party’s confidential information:

(a)        to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 10; and

(b)        as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3        No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

11- Limitation of liability​

11.1        The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £[AMOUNT] per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

11.2        Nothing in this agreement limits any liability which cannot legally be limited, including liability for:

(a)        death or personal injury caused by negligence;

(b)        fraud or fraudulent misrepresentation; and

(c)        breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

11.3        The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement.

11.4        The amounts awarded or agreed to be paid shall count towards the cap on the Supplier’s liability this clause.

11.5        This clause 11.5 sets out specific heads of excluded loss and exceptions from them:

(a)        Subject to clause 11.2, the types of loss listed in clause 13.7(b) are wholly excluded by the parties.

(b)        The following types of loss are wholly excluded:

(i)      Loss of profits.

(ii)     Loss of sales or business.

(iii)    Loss of agreements or contracts.

(iv)       Loss of anticipated savings.

(v)        Loss of use or corruption of software, data or information.

(vi)       Loss of or damage to goodwill.

(vii)      Indirect or consequential loss.

(viii)     Existing allergies, medical conditions and requirements (which for the avoidance of doubt, is the sole responsibility of the Customer to notify the Supplier of the same in respect of the Child on the Service Form).

(ix)       Losses caused as a result of a failure by the Customer to provide full and accurate information on the Service Form to the Supplier prior to the provision of the Services.

11.6        The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

11.7        Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 1 month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

12- Termination​

12.1        Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a)        there is verbal abuse towards staff of the Supplier by the Customer or persons that the Customer is responsible for;

(b)        the staff of the Supplier is subjected to sexual harassment within the definition given to it in the Equality Act 2010;

(c)        the staff of the Supplier is subjected to circumstances or an environment concerning the abuse of alcohol by the Customer or persons that the Customer is responsible for;

(d)        the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;

(e)        the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(f)         the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)© or 123(2) of the Insolvency Act 1986;

(g)        the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

(h)        an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given;

(i)          a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(j)          a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(k)        any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(f) to clause 14.1(j) (inclusive); or

(l)          the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

12.2        For the purposes of clause 13.1(a) material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:

(a)        a substantial portion of this agreement; or

(b)        any of the obligations set out in this agreement,

over the term of this agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

12.3        Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if:

(a)        the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 20 days after being notified in writing to make such payment; or

(b)        there is a change of control of the Customer.

13- Consequences of termination

13.1        On termination or expiry of this agreement:

(a)        the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt; 

(b)        the Customer shall, without delay return all of the Supplier’s Equipment. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of the Supplier’s Equipment. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; 

(c)        the Supplier shall on request return any of the Customer Materials not used up in the provision of the Services; and

(d)        the following clauses shall continue in force: clause 1 (Interpretation), clause 5 (Non-solicitation), clause 8 (Intellectual property rights), clause 10 (Confidentiality), clause 11 (Limitation of liability), clause 13 (Consequences of termination), clause 17 (Waiver), clause 19 (Severance), clause 21(Conflict), clause 26 (Multi-tiered dispute resolution procedure), clause 27 (Governing law) and clause 28 (Jurisdiction).

13.2        Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

14- Force majeure

14.1        Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:

(a)        acts of God, flood, drought, earthquake or other natural disaster;

(b)        epidemic or pandemic;

(c)        terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d)        nuclear, chemical or biological contamination or sonic boom;

(e)        any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

(f)         collapse of buildings, fire, explosion or accident;  

(g)        any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);

(h)        non-performance by suppliers or subcontractors;

(i)          interruption or failure of utility service.

14.2        Provided it has complied with clause 14.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

14.3        The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

14.4        The Affected Party shall:

(a)        as soon as reasonably practicable after the start of the Force Majeure Event but no later than 5 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

(b)        use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

14.5        If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 1 weeks’ written notice to the Affected Party.

15- Assignment and other dealings

15.1        This agreement is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

15.2        The Supplier may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement.

16- Variation​

Subject to clause 6 (Change control), no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17- Waiver​

17.1        A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

17.2        A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17.3        A party that waives a right or remedy provided under this agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

18- Rights and remedies​

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19- Severance​

19.1        If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

19.2        If any provision or part-provision of this agreement is deemed deleted under clause 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20- Entire agreement​

20.1        This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.2        Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

21- Conflict​

If there is an inconsistency between any of the provisions of this agreement and the provisions of the Schedules, the provisions of this agreement shall prevail.

22- No partnership or agency​

22.1        Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

22.2        Each party confirms it is acting on its own behalf and not for the benefit of any other person.

23- Third party rights​

23.1        Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

24- Notices​

24.1        Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

(a)        delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or 

(b)        sent by email to the address specified in the Service Form.

24.2        Any notice shall be deemed to have been received:

(a)        if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 

(b)        if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;

(c)        if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 26.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

24.3        This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

25- Counterparts​

25.1        This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

25.2        Transmission of an executed counterpart of this agreement or the executed signature page of a counterpart of this agreement by (a) fax or (b) email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the other with the original of such counterpart as soon as reasonably possible thereafter.

25.3        No counterpart shall be effective until each party has executed and delivered at least one counterpart.

26- Multi-tiered dispute resolution procedure​

26.1        If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this agreement, the parties shall follow the procedure set out in this clause:

(a)        either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Customer and a representative of the Supplier shall attempt in good faith to resolve the Dispute;

(b)        if the Customer and representative of the Supplier are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to a senior representative of the Supplier who shall attempt in good faith to resolve the Dispute with the Customer; and

(c)        if the Customer and representative of the Supplier are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 10 days after the date of the ADR notice.

26.2        The Customer may not commence any court proceedings under clause 28 (Jurisdiction) (in relation to the whole or part of the Dispute until 60 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.

26.3        If the Dispute is not resolved within 80 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 80 days, or the mediation terminates before the expiration of the said period of 80 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 28 (Jurisdiction). 

27- Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

28- Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

This agreement has been entered into on the date stated at the beginning of it.

Schedule 1 - Services Details​

1.              Services:

1.1           First Home Visit (2 hours) which deals with breastfeeding, sleep issues, reflux  and colic issues: £80

1.2           Follow up session (1 hour): £60

1.3           Skype Call (60 minutes) which provides international video call support: £50

1.4           Night Nursing (10 hours) which can be provided on a temporary basis or long-term contract: £190

1.5           Mum’s Workshop (2 hours, maximum 4 mothers) which can be provided at the Customer’s home: £100

1.6           Sleep training package: variable

1.7           Maternity Nurse consultant services

1.8           Early Childhood Consultant services

1.9           Sleep Training Consultant services

1.10        Breastfeeding Consultant services

 

2. Customer Materials: for example, nappies, formula mile, bottles for feeding, other utensils required to feed the Child., breast milk (if applicable)

3. Customer’s Equipment: items required for the provision of Services provided by the Supplier.

4. Customer resources to be made available: nappies, cleaning materials, disposal materials,

5. Supplier’s Equipment: [SPECIFY]

6. Milestones / Timetable: timetable for the provisions of the Services required by the Customer as agreed by with the Supplier and set out in the Service Form.

7. Deliverables: materials provided by the Supplier to the Customer in the provision of any of the Services.

Covid

Due to the Covid-19 disease pandemic we are currently witnessing, we inform you that we are taking all the necessary sanitary precautions in order to make sure that both my clients and us are safe. We make sure we change into a clean uniform and tie up our hair and wash our hands regularly. 

However, not being able to control every external factor, it is important for us that both my clients and staff members hold ourselves accountable for any covid-19 related infection risk that our visits may bring to our client’s homes. 

All of our staff members are requested to perform a Covid-19 test 7 days before the starting date in a medical centre.  

It is in that sense that both parties know and bear the risks related to home visit consultations and maternity nursing services.