1             DEFINITIONS

The following expressions shall have the following meanings:

1.1        “Agent” means NANNILY (Proprietors Nicola Melbourne, Amy Matthews and Heather Wingfield) of 16 Stanley Road, Sheffield, South Yorkshire S35 2XD;

1.2            “Agreement” means the contract between the Agent and the Nanny (pursuant to Condition 2) for the Services incorporating these Conditions and the Registration Form (as approved by the Agent);

1.3        “Client” means any family which contracts with the Agent with a view to procuring the services of the Nanny;

1.4            “Conditions” means these terms and conditions;

1.5        “DPA” means the Data Protection Act 1998;

1.6            “Engagement” means the employment or use of the Nanny by the Client, or any third party to whom the Client has introduced the Nanny, on a permanent or short-term basis under any form of contract or relevant agreement;

1.7            “Introduction” means the passing to the Client of a CV or other information which identifies the Nanny following the Client’s instructions to the Agent to search for a Nanny, or the interview (in person or by telephone) or Engagement of a Nanny by the Client or any third party who has obtained such information through the Client’s intermediation following the passing to the Client by the Agent of a speculative CV or other information with identifies the Nanny;

1.8        “Nanny” means a person with appropriate qualifications and/or experience to provide             childcare as a nanny;

1.9            “Registration Form” means the Nanny Registration Form available on the Website and which can be submitted via the Website or by post;

1.10            “Services” means the agency services to be provided by the Agent to represent the Nanny with a view to securing an Engagement with a Client subject at all times to these Conditions;

1.11            “Website” means the URL www.nannily.co,uk

1.12      Any reference to writing or written in these Conditions shall include email correspondence.

2             REGISTRATION FORM

2.1        These Conditions shall apply to the Agreement for the Services and shall supersede any other documentation or communication between parties.

2.2        When the Registration Form has been received by the Agent by either email submission or by post, this does not create an Agreement between the Agent and Nanny. Such Agreement shall only come into force when the Agent confirms acceptance in writing to the Nanny.

2.3        The parties agree that prior to creation of the Agreement, the Registration Form may be amended and the Nanny shall agree any changes before Condition 2.2 may apply.

2.4        Nothing in these Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Agent may be entitled, by virtue of any statute, law or regulation.

2.5        Nothing in these Conditions shall be construed as constituting a partnership or joint venture between the parties.

2.6        The Registration Form is sent to these Terms and Conditions or available on the Website.

3            APPOINTMENT AS AGENT

3.1        The Agent will, subject to Condition 2.2, act as the Nanny’s agent and use reasonable endeavours to provide the Services to negotiate and conclude agreements with Clients in respect of procuring Engagements.

3.2        This Agreement does not give rise to a contract of employment between the Agent and the Nanny.

3.3        The Agent will not charge a fee to the Nanny for the Services.

4          NANNY OBLIGATIONS

4.1        The Nanny should not engage in any conduct which is detrimental to the interests of the Agent, would negatively affect the Agent’s relationship with the Client or is likely to bring the Agent into disrepute.

4.2        The Nanny shall, before the commencement of the Services, have provided the Agent with satisfactory evidence of their identity, which shall include, but not be limited to, a certified copy of the Nanny’s passport or birth certificate.

4.3        The Nanny shall be clear about the type of work sought and the details of this work shall be described in the Registration Form. The Agent shall contact the Nanny to check that Services are still required and that the details provided by the Nanny on the Registration Form are still accurate. Any change to the Registration Form will require the Nanny to resubmit the amended Registration Form that will also be subject to acceptance pursuant to Condition 2.2.

4.4        If, in respect of any prospective employment, the Nanny is required by law, any professional body or by the Client to hold or have any experience, training qualifications and/or authorisations, the Nanny shall provide the Agent with: (a) up to date copies of such qualifications and/or authorisations; and (b) the names of two referees (who are not relatives of the Nanny) who the Nanny agrees that the Agent may approach at any time for the purpose of obtaining references about the Nanny.

4.5        The Nanny consents to the disclosure of all relevant information (which is reasonably required to progress any application) including but not limited to copies of qualifications, authorizations and/or references, by the Agent to the Client.

4.6        The Nanny shall immediately inform the Agent should there be any reason or circumstance under which it would be detrimental to the interests of the Agent, the Client or the Nanny for the Nanny to take up a particular position with a Client.

4.7        The Nanny shall inform the Agent of any interviews arranged between the Client and the Nanny.

4.8        In the event that the Nanny is unable to take up an Engagement that has been agreed with a Client the Nanny shall notify the Agent and the Client as soon as is reasonably practicable.

4.9        If, following an Introduction from the Agent, the Nanny receives an offer of employment or Engagement to work for or with a Client introduced by the Agent, the Nanny shall inform the Agent immediately in writing and provide the Agent with full details of the offer including a copy of the offer letter/contract of employment if requested.

4.10      The Nanny shall notify the Agent immediately if there is any reason why they are unable to continue with an Engagement with the Client.

5          AGENT OBLIGATIONS

5.1        The Agent shall use all reasonable endeavours to secure a suitable Engagement for the Nanny but shall be under no obligation to find an Engagement for the Nanny.

5.2        The Agent shall provide the Services with skill and care.

5.3        An offer of employment is not made to the Nanny until details are received by the agent from the Client. The Agent does not accept any responsibility and shall not be liable for any loss suffered by the Nanny by reason of the Nanny’s decision to resign from his/her current employment or any existing engagement before or after receipt of the Client’s written offer.

6            WARRANTY

            Both parties warrant their authority to enter into this Agreement and have obtained all necessary approvals to do so.

7            LIMITATION OF LIABILITY

            Nothing in these Conditions shall exclude or limit the liability of the Agent for death or personal injury, however the Agent shall not be liable for any direct loss or damage suffered by the Nanny or any third party howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the sum insured under the professional indemnity insurance policy held by the Agent in the insurance year in which the Nanny’s claim is first notified.

8            INDEMNITY

            The Nanny undertakes to indemnify and keep fully indemnified the Agent at all times from and against any actions, proceedings, claims, demands, costs (to include without prejudicing the generality of this clause, the legal costs of the Agent), awards or damages howsoever arising directly or indirectly as a result of any breach or non-performance by the Nanny of any of the Nanny’s obligations, undertakings or warranties as set out within these Conditions.

9          FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.

10            ASSIGNMENT

            This Agreement is personal to the Nanny and the Nanny shall not be entitled to assign her rights or obligations or delegate its duties under this Agreement without the prior written consent of the Agent.

11         THIRD PARTY RIGHTS

            Nothing in these Conditions intends to or confers any rights on a third party.

12            SEVERANCE

            If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

13             WAIVER

            The failure by either party to enforce at any time or for any period any one or more of the Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Conditions.

14            NOTICES

Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Offer of Representation or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

15         ENTIRE AGREEMENT

These Conditions supersede any previous agreements, arrangements, documents or other undertakings either written or oral.

16            GOVERNING LAW

These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

17            PRIVACY POLICY

Please read the following carefully to understand the Agent’s views and practices regarding personal data and its treatment.

17.1      The Agent is committed to protecting and respecting the Nanny’s privacy.

17.2      These Conditions set out the basis on which any personal data collected from the Nanny,  or that the Nanny provides to the Agent, will be processed by the Agent.

17.3      The Agent may collect and process the following data about the Nanny:

17.3.1   Information that the Nanny provides by filling in forms on the Website;

17.3.2   If the Nanny contacts the Agent, the Agent may keep a record of that correspondence;

17.3.3   The Agent may also ask the Nanny to complete surveys that the Agent uses for research purposes, although the Client does not have to respond to them;

17.3.4   17.3.5   Details of the Nanny’s visits to the Website including, but not limited to, traffic data, location data, web logs and other communication data, whether this is required for the Agent’s own billing purposes or otherwise and the resources that the Nanny accesses.

17.4      The data that the Agent collects from the Nanny may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for the Agent or for one of the Agent’s suppliers. Such staff maybe engaged in, among other things, the fulfilment of the Nanny’s Agreement and the provision of support services. By submitting the Nanny’s personal data, the Nanny agrees to this transfer, storing or processing. The Agent takes all steps reasonably necessary to ensure that the Nanny’s data is treated securely and in accordance with this privacy policy.

17.5            Unfortunately, the transmission of information via the Internet is not completely secure. Although the Agent will do their best to protect the Nanny’s personal data, they cannot guarantee the security of data transmitted to the Website; any transmission is at the Nanny’s own risk. Once the Agent has received the Nanny’s information, they will use strict procedures and security features to try to prevent unauthorised access.

17.6      The Agent uses information held about the Nanny in the following ways:

17.6.1      To ensure that content from the Website is presented in the most effective manner for the Nanny and the Nanny’s computer.

17.6.2      To provide the Nanny with information, products or services that the Nanny requests from the Agent or which the Agent feels may interest the Nanny, where the Nanny has consented to be contacted for such purposes.

17.6.3      To carry out the Agent’s obligations arising from any contracts entered into between the Nanny and the Agent.

17.6.4      To allow the Nanny to participate in interactive features of the Service, when they choose to do so.

17.6.5            To notify the Nanny about changes to the Agent’s Services.

17.7   If the Nanny is an existing Nanny, the Agent will only contact them by electronic means (e-mail or SMS) with information about goods and services similar to those that were the subject of a previous Agreement with the Nanny.

17.8   If the Nanny does not want the Agent to use their data in this way, or to pass their details on to third parties for marketing purposes, the Nanny should tick the relevant box situated on the form on which the Agent collects their data (the Registration Form).

17.9      The Agent may disclose the Nanny’s personal information to third parties:

17.9.1      In the event that the Agent sells or buys any business or assets, in which case the Agent may disclose the Nanny’s personal data to the prospective seller or buyer of such business or assets.

17.9.2      If the Agent or substantially all of its assets are acquired by a third party, in which case personal data held by it about its Nannies will be one of the transferred assets.

17.9.3      If the Agent is under a duty to disclose or share the Nanny’s personal data in order to comply with any legal obligation, or in order to enforce or apply these Conditions and other Agreements; or to protect the rights, property, or safety of the Agent, their Nannies, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

17.10The Nanny has the right to ask the Agent not to process the Nanny’s personal data for marketing purposes. The Agent will usually inform the Nanny (before collecting the Nanny’s data) if the Agent intends to use the Nanny’s data for such purposes or if the Agent intends to disclose the Nanny’s information to any third party for such purposes. The Nanny can exercise their right to prevent such processing by checking certain boxes on the forms the Agent uses to collect their data.  The Nanny can also exercise the right at any time by contacting the Agent at info@nannily.co.uk.

17.11The Website may, from time to time, contain links to and from the websites of the Agent’s partner networks, advertisers and affiliates.  If the Nanny follows a link to any of these websites, the Nanny should note that these websites have their own privacy policies and that the Agent does not accept any responsibility or liability for these policies. The Nanny should check these policies before submitting any personal data to these websites.

17.12The DPA gives the Nanny the right to access information held about them selves. The Nanny’s right of access can be exercised in accordance with the DPA. Any access request may be subject to a fee of £10 to meet the Agent’s costs in providing the Nanny with details of the information the Agent holds about the Nanny.

17.13Any changes the Agent may make to the privacy policy in the future will be posted on the Website and, where appropriate, notified to the Nanny by e-mail.