1 THESE TERMS AND CONDITIONS
1.1 These terms and conditions (“Terms”) govern your use of, and our provision of, our nanny placement service more fully described in clause 3 below (the “Placement Service”). For the avoidance of doubt, these Terms only relate to the Placement Service and do not apply to users who use our standard app-based service.
1.2 The Placement Service is offered and provided by us, Tribo Technologies Ltd (trading as Bubble), a company registered with Companies House in England and Wales under number 09834115 whose registered office is at Camburgh House, 27 New Dover Road, Canterbury, Kent, CT1 3DN (“Bubble”, “us”, “we”, “our”). Certain elements of the Placement Service may be offered by or through third parties, as set out below or otherwise agreed between you and us from time to time.
1.3 The Placement Service is offered to you, being either a prospective childcare provider (for simplicity, we refer to these users as “nannies” in these Terms) or a parent or legal guardian who is a prospective employer of the nannies (for simplicity, we refer to these users as “parents” in these Terms). Where we refer to “you”, we refer to you in your capacity as either a nanny or parent (as the context may require).
1.4 Please read these Terms carefully before using (or applying to use) the Placement Service. These Terms constitute a legal agreement between you and Bubble relating to the Placement Service. These Terms do not constitute a legal agreement between a parent and a nanny, but we may in certain circumstances and at our discretion allow a parent to enforce these Terms against a nanny and vice-versa in accordance with clause 12.4.
1.5 Using or applying to use the Placement Service confirms that you accept these Terms. If you do not accept these Terms, you are not permitted to use, and should not apply to use, the Placement Service.
1.6 Bubble may revise these Terms at any time by making the updated Terms available to you (for example, on our website or via email). We’ll always try to make you aware of significant updates, but you should also check for updates from time to time and whenever you use the Placement Service.
1.7 In these terms we use the term ’employ’ (and related terms like ’employment’) to refer to any engagement of a nanny by a parent, whether or not that engagement actually takes effect by virtue of an employment agreement (rather than, for example, a contract for services or hire) and whether or not that engagement is on a permanent or temporary basis. In accordance with clause 3, it is for you as nannies and parents to decide the basis on which a nanny is engaged.
2 DO OTHER TERMS APPLY?
2.1 These Terms apply in addition to any other agreements between you and us from time to time, including any other of our notices, terms and conditions that apply to your use of Bubble’s websites, apps and services.
2.2 In particular, these Terms apply in addition to:
3 THE PLACEMENT SERVICE AND OUR ROLE AS AN EMPLOYMENT AGENT
3.1 The Placement Service facilitates Introductions between parents who have a vacancy for a nanny, and nannies who wish to fill that vacancy.
3.2 “Introduction” in these Terms means the provision to a parent by Bubble of a profile, curriculum vitae, advertisement, contact details or other relevant details, of a specific nanny who the parent has indicated it wishes to employ (having been provided with a shortlist or overview of potential candidates by Bubble). The terms “Introduce” and “Introduced” will be construed accordingly. If another employment agency (as well as Bubble) submits details of the same nanny to a parent, the employment agency which first submitted the details will be deemed to have Introduced the nanny to the parent.
3.3 In providing the Placement Service, Bubble acts as an employment agency and not an employment business. This means that:
3.3.1 we only help nannies find work by facilitating Introductions;
3.3.2 any engagement of a nanny is at the discretion of the relevant parent and the nannies are, once engaged, directly employed (and paid by) the relevant parent. This remains the case even if certain services to assist the parent in this regard, such as any Payroll Service (defined in clause 6 below), are provided by or through Bubble;
3.3.3 at no point are nannies employed or engaged by us (on behalf of parents or otherwise); and
3.3.4 Bubble is not and will not be a party to the employment agreement (or other contract for engagement) for any nanny. That agreement is between the relevant parent and nanny. Bubble does not and cannot control or be liable for the acts or omissions of either party, the services provided (or not provided), or the quality or timing of those services save as set out in these Terms or required by law.
3.4 More information about the services that we do and don’t provide is set out in clauses 4 and 5 below. Please make sure you have read and are aware of the limitations of the checks and services that we provide as part of the Placement Service. If you have any questions, please contact us for further information.
4 THE CHECKS WE MAKE AND SERVICES WE PROVIDE
4.1 We take steps to try and ensure that each nanny is properly matched to, suitable, and can legitimately work, for parents. In particular, we take reasonable steps to:
4.1.1 ensure that each nanny has given their consent for their details to be provided to us and shared with parents for any prospective role;
4.1.2 once a nanny has been Introduced to a parent, provide the parent with access to all relevant details of the nanny that are held by Bubble and authorise the parent to contact the nanny directly, at any stage of the recruitment process, and without requiring our prior permission or knowledge;
4.1.3 at the parent’s request, supply to the parent copies of:
184.108.40.206 any relevant qualifications or authorisations; and
220.127.116.11 any non-confidential references, in our possession, except where we are not permitted to obtain, verify or disclose them;
4.1.4 obtain copies of each nanny’s stated qualifications and at least two references from individuals who are not related to the nanny. However, Bubble is not able to verify all references or speak in person to the individual referees. The responsibility for verifying the validity and suitability of any nanny’s reference(s) falls on the parent; and
4.1.5 ascertain that nannies are not barred from working with children (and/or other vulnerable classes of people, if relevant) by conducting an appropriate DBS check, or requiring that each nanny conducts their own DBS check and uploads a copy of the DBS certificate to us*. If a nanny identifies themselves as being OFSTED registered, we will also ask them to upload a copy of that registration.
* Note that we undertake to conduct or obtain evidence of DBS checks and OFSTED registrations when nannies are Introduced to parents but not usually before then. For example, DBS checks will not usually have been conducted at the time a shortlist of potential nannies is provided to a parent. It is only once a parent indicates to us that they wish to proceed with an Introduction to a particular nanny that we undertake to conduct the requisite checks on that nanny.
4.2 While we take reasonable steps to verify all documents submitted to us (including IDs, qualifications, DBS check certificates and OFSTED registrations), we cannot guarantee with 100% certainty that they are genuine or will remain in force throughout a nanny’s engagement. Parents must be aware of the risk of fraud. We encourage parents to double-check the validity of nannies’ ID, qualifications, DBS check certificates, OFSTED registrations and other documents, ideally by asking the nannies to present physical copies in person.
4.3 If we have taken all reasonably practicable steps to try and verify that a nanny is able to work with children (and/or other relevant vulnerable people) but have been unable to do so fully, we will either remove the nanny from our service or:
4.3.1 verify the eligibility of the nanny to the extent that we can do so; and
4.3.2 inform prospective parents that we have taken all reasonably practicable steps to verify the nanny’s eligibility (and provide detail of the steps we have taken) but have been unable to do so.
4.4 If the results of any checks, or any record or notice on a DBS certificate or similar document, gives us a reasonable basis to believe that there is a potential risk to safety or property, we reserve the right to remove that nanny from our database. the Bubble platform. If we do not remove that nanny, we will make the potential risk known to parents and it will be parents’ responsibility to consider and, if appropriate, accept that risk in accordance with clause 5.3.
4.5 If we find out that a nanny is (or becomes) unsuitable for a particular vacancy post-Introduction, we will, if we find that out within three months of the nanny’s Introduction, let you know. If we find out after three months, we will still try to let you know but do not have a legal obligation to do so.
4.6 We may from time to time provided services which are ancillary to the Placement Service in accordance with clause 6, but this does not affect the capacity in which we provide our services (as outlined in clause 3.3) or the limitations on our services (as outlined in clause 5).
5 THE CHECKS WE DON’T MAKE AND SERVICES WE DON’T PROVIDE
5.1 While we take steps to ensure that each nanny is properly matched to, suitable, and can legitimately work, for parents, it is for each parent to satisfy itself as to the suitability of any particular nanny for any particular vacancy. Likewise, the decision of whether to be engaged by a parent is entirely up to the relevant nanny.
5.2 In addition, the terms and conditions of any engagement must be determined and agreed between the relevant parent and nanny. It is for you, as a nanny or parent, to ensure that the circumstances of each prospective engagement are right for you.
5.3 Without prejudice to the generality of the foregoing, the parent acknowledges and agrees that it is the parent’s responsibility to:
5.3.1 take up and verify references relating to the nanny’s qualifications, skills, character and experience;
5.3.2 check the validity of the nanny’s qualifications;
5.3.3 ensure, where appropriate, that the nanny is capable of operating any relevant equipment to the necessary level;
5.3.4 verify on an on-going basis (i.e. post-Introduction) that the nanny is entitled to work in the United Kingdom; and
5.3.5 ensure that the nanny satisfies any medical requirements or other qualifications that may be appropriate in the circumstances or required by law.
5.4 We will use reasonable endeavours to introduce nannies to parents (and vice versa) using our Placement Service, but Bubble does not represent, warrant or undertake to find a suitable nanny for any parent or parent for any nanny.
5.5 Other than as set out in these Terms or required by law, you acknowledge and agree that we do not:
5.5.1 endorse or recommend any particular nanny or parent;
5.5.2 except as otherwise stated (including in relation to DBS checks), interview or vet nannies, parents or households, or edit or verify the contents of any profile or vacancy advertisement;
5.5.3 warrant that any particular nanny will be suited to any particular parent or vacancy or vice-versa; or
5.5.4 verify, audit, or otherwise involve ourselves with the employment arrangements between a nanny and parent (including as relates to payment and taxation). It is the parent’s responsibility to ensure that you comply with all appropriate laws and regulations when employing nannies, including as regards employment and tax.
5.6 We do not provide any insurance relating to the employment of any nanny by a parent (for example, to cover any accidental damage caused by a nanny in providing their services). If any such insurance is required, it is for the parent to ensure that it is in place.
5.7 We do not arbitrate or otherwise involve ourselves in any disputes or disagreements between parents and nannies unless and to the extent that such disputes relate directly to the Placement Services. Parents and nannies are responsible for resolving any such disputes directly with each other, and agree not to join Bubble as a party to such a dispute or request any action from us relating to such dispute unless we are directly involved with the subject matter of the dispute.
6 ANCILLARY SERVICES AND PAYROLL & PENSION SERVICES
6.1 We may from time to time and at our discretion provide you with sample or template contracts of employment to be used between a parent and nanny. These contracts:
6.1.1 are optional, are provided as an example only, and should be amended and customised to suit the circumstances of each particular engagement;
6.1.2 do not represent legal advice and aren’t a substitute for legal advice;
6.1.3 aren’t endorsed by us or guaranteed to meet any minimum requirements or needs (either on the part of parents or nannies), and shouldn’t be relied upon as such; and
6.1.4 do not change the fact that all contracts between nannies and parents are a matter for you, and not something that Bubble takes any role in negotiating, guaranteeing or performing.
6.2 We may also from time to time offer parents the ability to obtain payroll and pension services from Bubble (or third parties engaged by us to provide you with such services) (a “Payroll & Pension Service”). Currently, our Payroll & Pension Service is provided on our behalf by a third party called Working Life Solutions Limited, trading as PCPayroll & Legal (“PCPayroll”) and is included free of charge (at the parent’s option) for 12 months from payment of a Placement Fee. If and to the extent you opt to receive the Payroll & Pension Service, the following terms apply:
6.2.1 you are only eligible to use the Payroll & Pension Service for up to 12 months from the date on which you pay the Placement Fee. The Payroll & Pension Service is provided free of charge and may in certain circumstances be withdrawn by us. If you wish to continue to use the Payroll & Pension Service after 12 months (and we offer the ability for you to do so), the terms of any additional fees payable by you for the Payroll & Pension Service will be separately communicated to you (these are currently £200 per year, but subject to change). If and when your access to the Payroll & Pension Service expires, you are solely responsible for ensuring that you put in place your own replacement services if required;
6.2.2 you must provide all information requested by us or our third party provider of Payroll & Pension Services which we or they require in order to provide such services promptly, truthfully and accurately in all respects. This will include an information form. Neither we nor our third party provider can be held liable for any penalty, loss or damage if you fail to do so;
6.2.4 you acknowledge and agree that the scope of such Payroll & Pension Service, unless otherwise agreed from time to time, will be as follows:
18.104.22.168 setting up PAYE scheme and filing PAYE returns electronically;
22.214.171.124 calculating correct tax and National Insurance payments on behalf of the nanny and parent;
126.96.36.199 calculating the correct net or gross payments and keeping all necessary records;
188.8.131.52 the provision of accurate payslips each month or week as instructed by the parent to supply to their nanny by e-mail;
184.108.40.206 acting as the parent’s agent in dealings with HMRC;
220.127.116.11 the provision of a monthly / weekly (in accordance with the relevant service) summary to the parent showing the parent’s liability for tax and national insurance;
18.104.22.168 the provision of quarterly details of payments to be made to HMRC;
22.214.171.124 the calculation and production of end-of-year tax returns, subject to the necessary authorisations from the parent, and the filing of such returns with HMRC;
126.96.36.199 producing the nanny’s P60; and
188.8.131.52 providing the nanny with a P45 when the nanny leaves the parent’s employment,
184.108.40.206 linking your payroll details to the qualifying pension scheme that you have chosen;
220.127.116.11 providing you with all the necessary statutory correspondence that the you will need to provide to your Employee;
18.104.22.168 assess your Employee’s eligibility each time PC Payroll runs the payroll for you whether on a monthly or weekly basis;
22.214.171.124 upload deductions / payments due to the qualifying pension scheme each time PC Payroll runs the payroll for you whether on a monthly or weekly basis;
126.96.36.199 process any starters or leavers accordingly with your qualifying pension scheme; and
188.8.131.52 reassess the employee every three years if he / she has chosen to opt out in accordance with the legislation.
and for the avoidance of doubt, such services are only provided in relation to the employment of the nanny for which the applicable Placement Fee was paid. No other services or nannies/other employees are included (or may be available only by agreement and at additional cost);
6.2.5 you remain liable and responsible for determining if the nanny is entitled to any payment of wages, benefit, or rebates and that the nanny is being paid at or above the National Minimum Wage. Bubble and its Payroll & Pension Service provider will only use (and will rely on) the rates of pay specified in the information given to it by the parent and will produce payroll documents accordingly (each of them has no responsibility for checking that the pay rates comply with the law or any codes of practice);
6.2.6 Bubble and its Payroll & Pension Service provider does not accept liability for any unpaid tax, national insurance contributions, pension contributions or other levies from HMRC, the Pensions Regulator or the Benefits Agency (“Costs”), howsoever these should arise. The parent is, and will always, remain the employer of the nanny and will be responsible for payment of these Costs. The parent has full responsibility for the payment of the nanny’s wages to the nanny, the Costs to HMRC and any pension contributions to any applicable qualifying pension scheme (if relevant). Bubble and its Payroll & Pension Service provider only ever act as a service provider or agent to the parent;
6.2.7 if the nanny leaves the parent’s employment during the 12 month period for which the parent has requested the Payroll & Pension Service, and a replacement nanny is employed in accordance with clause 8, the Payroll & Pension Service will continue to be provided for the replacement nanny for the remainder of that 12 month period. A replacement nanny does not include any nanny employed to cover for an original nanny on maternity or sick leave or in other circumstances where the original nanny remains employed by the parent;
6.2.8 while the Payroll & Pension Service will be provided with reasonable care and skill, the parent undertakes to check all pay documents provided to it and will notify Bubble of any errors or omissions as soon as possible. Bubble and its Payroll & Pension Service provider will not be liable if the parent fails to do so;
6.2.9 neither Bubble nor its third party service provider will be liable for any penalties, loss or overpayment of wages, tax, National Insurance, pension contributions, costs or losses due to calculation errors resulting from incorrect or incomplete information provided by the parent or any late submission of information, monies, or documents by the parent to Bubble, its Payroll & Pension Service provider or HMRC; and
6.2.10 the parent undertakes to notify Bubble in writing of any changes to the employment of pay arrangements relating to any relevant nanny for which the Payroll & Pension Service is provided as soon as practicable upon becoming aware thereof and, in any event, by no later than the 165th of each month or such other date as agreed between us and the parent.
7 YOUR OBLIGATIONS
7.1 You must promptly provide:
7.1.1 all details and information requested by Bubble, fill in all forms and requests for information fully and accurately and keep all information and personal data up to date. Without prejudice to the foregoing, you will provide the following specific information relating to any vacancy which you (being a parent) want to fill or (being a nanny) wish to apply for:
184.108.40.206 your full legal name and address;
220.127.116.11 the nature of the vacancy, including the type of work involved, its location, the hours of work, the commencement date and the likely duration;
18.104.22.168 any risks to health and safety known to you and the steps taken (or to be taken) by you to prevent or control such risks;
22.214.171.124 the experience, training, qualifications and any authorisations which (being a parent) you require or (being a nanny) you possess;
126.96.36.199 full details of pay and remuneration, including any expenses and intervals of payment;
188.8.131.52 the length of notice to which the nanny would be entitled to receive or be required to give for termination of employment;
184.108.40.206 the basis of employment (e.g. whether as an employee, under a contract for services, or otherwise);
220.127.116.11 the age and other key or pertinent information (e.g. disability or illness) of the children to which the vacancy relates; and
18.104.22.168 any other information which is relevant to the particular vacancy or which Bubble reasonably requires you to provide; and
7.1.2 any and all identification documents or other information or documents which we need to verify your identity, entitlement to work in the UK, and background checks.
7.2 If you are a nanny, you consent to Bubble (and third parties Bubble works with) carrying out background and security checks on you for the purposes set out in these Terms and sharing the results of such checks with parents.
7.3 If you are a nanny, you consent to Bubble seeking employment on your behalf and providing all relevant details to any prospective parent (including your CV, profile, qualifications and references). By applying for any particular vacancy, you are confirming (to Bubble and to the relevant Parent) that you are willing to, and are to the best of your belief qualified to, fill that position.
7.4 If you are a parent, you consent to Bubble seeking nannies on your behalf, and undertake to keep all nannies’ details confidential and only use them for the purposes of receiving the Placement Services.
7.5 You represent and warrant that:
7.5.1 you are at least 18 years of old and have capacity to enter into legal contracts;
7.5.2 if you are a nanny, you are legally entitled to work in the UK. If you are a parent, you are legally entitled to employ a nanny;
7.5.3 you will treat parents and nannies (as the context may require) courteously and lawfully and provide them with all reasonable information and co-operation required in the context of your relationship with them. If you are a parent, this includes engaging nannies, and ensuring a safe and appropriate environment for nannies, in compliance with all applicable laws and regulations (including the Equality Act 2010 and all applicable data protection and privacy legislation including the Data Protection Act 2018) and in accordance with a fair and lawful contract;
7.5.4 if you are a parent, you will pay all fees as they fall due in accordance with clause 8;
7.5.5 all information provided by you is truthful, accurate and not misleading;
7.5.6 neither you nor any member of your household have ever been convicted of any criminal offence; and
7.5.7 you will be honest, transparent and upfront with Bubble about Introductions that have been made via the Placement Service, even if you contact a nanny or parent (as the case may be) directly, without Bubble’s involvement, after the relevant Introduction.
7.6 Parents must notify Bubble immediately on the occurrence of the first of the following events:
7.6.1 a nanny accepts an offer of employment by you (or on your behalf); or
7.6.2 a nanny commences the provision of services to you.Failure to do so could result in additional fees and other consequences as set out in clause 8.4.
7.7 Parents must also notify Bubble immediately upon becoming aware that a nanny on the Placement Service has been introduced to them by another agency.
7.8 You must not provide the details of any parent or nanny (as the case may be) to any third party without our express consent.
7.9 You are solely responsible for all taxes, national insurance and/or similar contributions payable in respect of any payments made to you.
8 FEES AND REPLACEMENTS
8.1 In consideration for our provision of the Placement Services, parents agree to pay us all fees payable as set out in this clause. We do not charge nannies for use of the Placement Services.
8.2 Bubble charges parents a placement fee for all placements (see clause 8.3) that are made following Introductions (a “Placement Fee”). The Placement Fee is an amount equal to:
8.2.1 10% + VAT of the gross annual salary of any nanny engaged by that parent for placements or £1500, whichever is higher.
8.3 Each Placement Fee is payable to Bubble at the point that the parent and nanny, having been Introduced, conclude a contract of employment (or other contract for the engagement by or on behalf of the parent for the services of the nanny) (a “Relevant Contract”). A Relevant Contract may be written or oral, and may be a contract that has arisen by conduct.
8.4 You must promptly provide notice to Bubble of any Relevant Contract entered into by you (whether you are a nanny or a parent). Should Bubble be made aware that a Relevant Contract has been concluded and that we have not been informed of that Relevant Contract within 5 business days (and as a result we are not paid the applicable Placement Fee), then:
8.4.1 the parent will remain obligated to pay the Placement Fee;
8.4.2 the parent will also be required to pay an additional amount equal to 30% of the relevant Placement Fee (and hereby acknowledges and agrees that such amount properly reflects our legitimate interest in securing fair and reasonable remuneration for providing the Placement Service and discouraging users from taking advantage of our services);
8.4.3 the nanny may be liable for breach of contract for failing to inform us of the Relevant Contract in accordance with this clause; and
8.4.4 we reserve the right to suspend or cancel the parent or the nanny’s access to the Placement Service.
8.5.1 a nanny is Introduced and engaged by a parent under a Relevant Contract;
8.5.2 such Relevant Contract is for a term of more than 6 months; and
8.5.3 such nanny ceases to be engaged by the parent within six months of their start date, other than because:
22.214.171.124 the parent has terminated the nanny’s employment without cause or for convenience, or because the parent has secured alternative or replacement services (directly, through another agency, or otherwise);
126.96.36.199 the parent’s needs changed materially from what was agreed in the Relevant Contract, which in turn made the terms of the Relevant Contract no longer suitable for the parent or the nanny (including a change in the role, hours or location of the role as set out in original job description); or
188.8.131.52 the nanny has terminated their employment for cause (and in particular due to any mistreatment or abuse by the parent or in the parent’s house),
then Bubble will use reasonable endeavours to find the parent a suitable replacement without further charge as set out in clause 8.6.
8.6 Bubble’s obligation to try and find a suitable replacement nanny in the circumstances described in clause 8.5 will be limited to supplying a minimum of three candidates that are suitable based on the parent’s initial search requirements, within three weeks of being informed that a replacement is required (and having been provided with documentary evidence to verify the circumstances of the nanny’s cessation of employment, if we request it). Parents are ultimately responsible for selecting a nanny, and Bubble is not able to guarantee that the parent will opt to confirm one of the replacement candidates put forward.
8.7 If clause 8.5 applies and Bubble does not provide at least three suitable replacement candidates as specified in clause 8.6 within the specified time period, then it will reimburse the parent a proportion of the Placement Fee actually received by it from the parent with respect to the Relevant Contract as per the following schedule:
8.7.1 50% if the relevant nanny’s employment ceases within 4 weeks of the start date specified in the Relevant Contract;
8.7.2 35% if the relevant nanny’s employment ceases between 4-8 weeks after the start date specified in the Relevant Contract; or
8.7.3 20% if the relevant nanny’s employment ceases between 8-12 weeks of the start date specified in the Relevant Contract.
8.8 All payments due to Bubble under this clause must be made within 7 days from the date of invoice.
8.9 The Placement Fee is applicable for each nanny engaged by a parent following an Introduction in accordance with these Terms. No additional Placement Fees are due for the re-contracting or extension of existing contracts with existing nannies. Save for a situation where;
8.9.1 Post hiring your nanny though us, you make changes to the contract with your nanny – by either increasing their hours worked per week or the duration of the contract (assuming the initial contract was for less than an initial 12 month term). In this instance, you must notify Bubble of this change within 5 working days. At this point a further invoice will be issued to you, covering the additional placement fee due as a result of the increase in contracted hours and annual net salary.
8.10 For the avoidance of doubt, Placement Fees are paid to Bubble in consideration for the use of the Placement Services and Introductions. Placement Fees do not include or constitute, in whole or in part, any salary, expenses or other payment or remuneration due to a nanny and Bubble will in no circumstances be liable or responsible for any such amounts. It is the parent’s responsibility to pay the nanny and to account for any tax and national insurance contributions attributable to such payments.
8.11 If a parent does not pay a Placement Fee by the date stated in an invoice or as otherwise provided for in these Terms, then Bubble will be entitled:
8.11.1 to charge interest on the outstanding amount at the rate of 2% a year above the base lending rate of the Bank of England from time to time, accruing daily;
8.11.2 to require the parent to pay in advance for (or put down a deposit for) any further Placement Services which it may request from time to time; and
8.11.3 not to provide any further Placement Services and/or to suspend or ban the parent from the Bubble platform.
8.12 Where you are a consumer, you may have the right to withdraw from the contract formed by these Terms within 14 days of agreeing to these Terms. If you wish to exercise that right, please write to us at firstname.lastname@example.org and we will let you know if you are entitled to do so. Please note that by advertising a vacancy or applying for a vacancy you will be expressly requesting that we provide you with the Placement Services and our placing such advertisement or assisting you in applying for a vacancy will constitute us having provided Placement Services to you at which point your right to withdraw from the contract formed by these Terms will lapse.
9 OUR LIABILITY AND YOUR INDEMNITY
9.1 Nothing in these Terms shall exclude or limit either your or Bubble’s liability for:
9.1.1 death or personal injury resulting from the negligence of the other or their servants, agents or employees;
9.1.2 fraud or fraudulent misrepresentation; or
9.1.3 any other liability which cannot be limited or excluded by law, which may include your statutory rights as a consumer (to the extent you qualify as such).
9.2 Save to the extent that these Terms state otherwise, nothing in these Terms shall exclude or limit your liability under clause 9.7.
9.3 Subject to clauses 9.1 and 9.2, neither you nor Bubble shall be liable to each other in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent misrepresentation) or otherwise arising out of or in connection with these Terms for:
9.3.1 any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings or cost of substitute services);
9.3.2 any loss of goodwill or reputation; or
9.3.3 any special, indirect or consequential losses, in any case, whether or not such losses were within the contemplation of you and Bubble at the date of these Terms, suffered or incurred by you or Bubble arising out of or in connection with the provisions of, or any matter under, these Terms.
9.4 Bubble will not be liable for any loss, injury, damage, expense or delay incurred or suffered by you arising directly or indirectly from or connected with an Introduction unless such loss, damage, costs or expenses are the direct result of Bubble’s negligent acts or omissions. In particular, Bubble will not be liable for any loss, injury, damage, expense or delay arising from or connected with:
9.4.1 any failure of a nanny to meet the parent’s requirements;
9.4.2 any service which we have stated that we do not provide, as set out in clauses 3 and 5; or
9.4.3 any act or omission of a nanny or parent, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise.
9.5 You acknowledge that we, in providing the Placement Services, and we and our payroll provider, in providing the Payroll Service (if applicable), may send you communications, correspondence and information by email. You accept that use of e-mail carries certain risks including non-delivery, delays, data corruption, interception, transfer of viruses, loss of confidentiality and privilege. To the extent permitted by law, we do not accept any liability for any loss resulting from the use of e-mail for communication between us or between third parties. If You are in any doubt as to whether the e-mail has come from us, please contact the person named as the sender by other means.
9.6 Subject to the foregoing sub-clauses, each party’s total liability to the other in relation to all events or series of connected events occurring under these Terms (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the greater of:
9.6.1 the total amount of the sums paid to us in connection with the Placement Services in the 12 months preceding the relevant claim; or
9.7 You hereby indemnify Bubble and any provider of Payroll & Pension Services against any loss, damages, costs or expenses which are awarded against or incurred by Bubble or such provider as a result of any claim or threatened claim (including any claim or threatened claim by a third party) arising out of or related to:
9.7.1 any breach by you of any of these Terms (including any missed or late Placement Fee payments) or applicable law;
9.7.2 your misuse or abuse of the Placement Services;
9.7.3 any breach by you of any Relevant Contract;
9.7.4 any costs, expenses or liabilities (including employment liabilities) arising out of your employment of any nanny; and
9.7.5 any messages or other content you post on or transmit via the Placement Services, or following an Introduction.
10.1 We may terminate the contract formed by these Terms immediately by written notice to you if you commit a material or persistent breach of these Terms which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
10.3 You may discontinue your use of the Placement Services at any time. These Terms will continue to apply to past use of the Placement Services by you. For the avoidance of doubt, a Placement Fee will still be payable by a parent who engages a nanny who was Introduced to it 12 months prior to the parent ceasing its use of the Placement Services.
10.4 On termination or expiry of the contract formed by these Terms for any reason:
10.4.1 all rights granted to you under these Terms shall cease;
10.4.2 your profile will not be used to seek to promote or fill any vacancies or make any Introductions; and
10.4.3 you must immediately cease all activities authorised by these Terms.
11.1 All Introductions are confidential. All work undertaken by Bubble for parents in respect of the Introduction of a nanny to the parent will be for the private and confidential use of the parent only and should not be reproduced in whole or in part or relied upon by third parties for any use whatsoever, without the express written authority of Bubble. If you are a parent, this prohibits you from sharing a nanny’s details with any other potential employer – if you do so, you will be liable to pay Bubble a fee equal to the Placement Charge that Bubble would have been entitled to had such Introduction and employment been made through Bubble’s Placement Service.
11.2 You must keep the confidential information of Bubble and any parent/nanny Introduced to you via the Placement Service confidential and secret. You must only use such confidential information for the purpose and for performing your obligations under, and receiving the Placement Services in accordance with, these Terms.
11.3 The obligations set out in this clause will not apply to any information that:
11.3.1 is, or becomes, publicly available (other than due to your breach); or
11.3.2 is required to be disclosed by law.
12.1 To contact us in writing send your communication to us by e-mail to Bubble at email@example.com.
12.2 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (“Event Outside Our Control”). If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:
12.2.1 our obligations under these Terms shall be suspended for the duration of the Event Outside Our Control; and
12.2.2 we will use our reasonable endeavours to find a solution by which our obligations under these Terms may be performed despite the Event Outside Our Control.
12.3 We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms. You may only transfer your rights or obligations under these Terms to another person if we agree in writing.
12.4 Except as otherwise provided in this clause 12.4 below, the parties do not intend any third party to have the right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999. Notwithstanding the above:
12.4.1 a nanny may enforce these Terms against a parent; and
12.4.2 a parent may enforce these Terms against a nanny; and
12.4.3 any third party provider of Payroll & Pension Services has the right to enforce:
(i) any rights stated to be given to such third party provider(s) in these Terms; and/or
(ii) any rights given to us under clause 6 (Ancillary Services and Payroll & Pension Services) as if such rights were given directly to the third party provider.
In each case subject to our prior written consent (to be given or withheld at our absolute discretion).
12.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
12.6 Each of the clauses of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
12.7 These Terms shall be governed by and construed in accordance with English law. Disputes arising in connection with these Terms shall be subject to the exclusive jurisdiction of the English courts.