Terms & Conditions
Care Provider Agreement
We are Care Sourcer Limited. Our registered company number is SC521303 and our registered office is at Codebase, 38 Castle Terrace, Edinburgh, Scotland, EH3 9DZ. Where we refer to ourselves in this Agreement, this includes our affiliates, employees, any associated and contracted persons, and any persons supplying services to us (excluding any Care Provider). Where we refer to you (either as “you” or as a “Care Provider”) in this Agreement, this includes your employees and any person that accesses or uses our Service on your behalf in order to provide or receive information.
The “Agreement” between Care Sourcer Ltd and you includes these terms and conditions. Any person using the Service (as defined below) to publish details of the care services they require through the website (“Care Services”) is referred to in this Agreement as a “Care Seeker” and any information they upload or provide, and all information relating to them, is referred to as “Care Seeker Information”.
Under the terms of this Agreement, Care Sourcer will provide connection services between Care Seekers looking for privately funded care at home services and Care Providers who wish to provide such Care Services (the “Service”).
Our Service consists of:
- access to our website (the “Care Sourcer Website”);
- the ability to identify Care Seekers and review the relevant Care Seeker Information on the Care Sourcer Website;
- an ‘unsuccessful bid’ report (provided quarterly);
- advert space sold based on blind auction per postcode;
- the ability to upload information and images to the Care Sourcer Website or otherwise provide us, Care Seekers or other users of the Service with information relating to you, your business and your employees (“Care Provider Information”);
3. Care Seekers and Care Services
It is your responsibility to determine whether you wish to be considered for or undertake any Care Services, or enter into an agreement with or deal with any Care Seeker. We do not vet Care Seekers, nor the Care Services they require, on behalf of Care Providers and we will not be liable to you in respect of any Care Services or relationship with any Care Seeker in any way. We therefore recommend that you carefully assess any Care Service in relation to any Care Seeker before providing any services to them.
4. Service Content
We rely on Care Seekers to accurately describe their Care Service requirements. We cannot guarantee the accuracy, timeliness, completeness, performance or fitness for any particular purpose of the material they provide through the Service. We cannot accept responsibility for errors, omissions, or inaccurate material available through the Service, and make no warranty that the Service will be uninterrupted or error free, or that any defects will be corrected.
Whilst we take steps to prevent misuse of our systems, we cannot warrant that the Service will be free of viruses or other malicious code and accept no liability for loss or damage caused from the transmission of such code. We recommend that you always use up-to-date firewalls and anti-virus software to protect your equipment and data.
Any material you obtain from the Service is used at your own risk, and we will not be liable for any loss or damage arising out of or in connection with access or use of the Service.
5. Use of the Service
You may not tender to provide any Care Service which is not legal or which may not legally be performed by you.
You will notify Care Sourcer immediately and will not tender to provide any Care Services through the Service should you cease (whether temporarily or indefinitely) to be registered with the appropriate care industry regulator (such as the Care Quality Commission, Care Inspectorate or any other relevant regulatory body) or should you be suspended from providing Care Services, have enforcement action taken against you, embargoed or have any similar disciplinary action taken against you.
A core purpose of the Service is to connect Care Seekers to genuine Care Providers who wish to undertake Care Services for those Care Seekers. The Service is therefore not for use by Care Providers who do not intend to carry out and ensure successful completion of each request for Care Services they accept. You therefore agree that you will not in any circumstance:
- use the Service for the purpose of reselling, exchanging or purchasing any services;
- pose as a Care Seeker and falsely make a request for Care Services through the Service, whether for purposes of identifying potential care providers in your area with whom you may wish to work, or in order to receive information from them or for any other purpose whatsoever.
We will not be a party to any contract made between you and any Care Seeker and therefore we shall not be liable for any loss or damage that results from any agreement or dealings between you and any Care Seekers including but not limited to any direct, indirect or consequential or inconsequential loss of any kind.
You agree not to use the Service in any unlawful manner and in particular shall not:
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (including rights of privacy and publicity) of others;
- publish, post, upload, distribute or disseminate (“Post”) any inappropriate, defamatory, abusive, infringing, obscene, discriminatory or otherwise unlawful material;
- Post any material that infringes any patent, trademark, copyright, trade secret or other proprietary right of any person;
- post any material that infringes any patent, trademark, copyright, trade secret or other proprietary right of any person;
- post any corrupted files, files that contain viruses, or any other code that may damage the operation of a computer or other electronic device;
- conduct or forward surveys to any Care Seeker;
- impersonate another person or entity;
- cause the Service to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Service is in any way impaired; or
- restrict or inhibit any other user from using and enjoying the Service.
We may notify you of Care Services that are being requested by Care Seekers through the Service from time to time, but we are not under any obligation to do so. Further, because Care Seekers retain the right to change or withdraw their Care Service from our Service, we are unable to give any warranty as to the availability or suitability of particular Care Services. We do not review or confirm the accuracy of all details provided to us by Care Seekers, and we therefore cannot guarantee that all leads include correct and complete information. Further, we cannot guarantee that any leads generated using the Service will result in business for you, and no refund or compensation is offered in the event that you do not obtain business from the leads generated.
You will pay a monthly or annual fee to Care Sourcer for use of the Service (the
“Subscription Fees”) depending on the subscription package you choose. The current fee for a monthly subscription is £150, with introductory discounts depending on area.
On signing up to use the Service, you will provide valid, up-to-date and complete credit card
details or approved purchase order information acceptable to Care Sourcer and any other valid, up-to-date and complete contact and billing details required by Care Sourcer.
By providing such details, you authorise Care Sourcer to bill the Subscription Fees to your
credit card on the date of your signing up to use the Service and each month on the monthly anniversary of that date (or such other payment date as agreed between you andCare Sourcer) if you have selected a monthly subscription package; or (ii) bill the Subscription Fees to your credit card on the date of your signing up to use the Service and annually on that date going forward (or on such other payment date as agreed between you and Care Sourcer) if you have selected an annual subscription package.
You will be invoiced monthly or annually (depending on the subscription package chosen)
and this will continue for the duration of the term of your subscription to the Service, until
cancelled in accordance with clause 7.
Should you opt to bid for advertising space on the Care Sourcer Website you shall be
invoiced separately for that based on the value you have agreed with Care Sourcer to pay for such advertising space.
We reserve the right to increase the Subscription Fees on giving you written notice of any such increase one month before the proposed date of the increase (the “Notice”). If such increase is not acceptable to you, you shall notify us in writing within 28 working days of the date of the Notice and we shall have the right without limiting our other rights or remedies to terminate the Agreement by giving 28 working days written notice to you.
All amounts payable by you under the Agreement are inclusive of amounts in respect of
value added tax chargeable for the time being (“VAT”).
If you fail to make any payment due to us under the Agreement by the due date for
payment, then you shall pay interest on the overdue amount at the rate of 4% per cent per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether
before or after judgment. You shall pay the interest together with the overdue amount. We will also disable your access to the Service should you fail to pay any Subscription Fee on the due date.
You shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.
The terms of this clause 6 shall not be applicable to you if you are using the Service by way of an NHS pilot scheme. No Charges shall be payable for any contracts entered into between you and a Care Seeker if you are using the Service under an NHS pilot scheme.
Your subscription to the Service is a rolling contract that can be terminated in accordance with this clause 7.
A Customer with a monthly subscription package must give 14 days’ notice prior to the payment due date for the next payment becoming due to cancel their subscription package. If 14 clear days’ notice is not given, the next monthly payment will be taken and will not be Refunded.
A Customer with an annual subscription package must give 14 days’ notice prior to the annual renewal of the subscription package to cancel their subscription package. If 14 clear days’ notice is not given, the next annual payment will be taken and will not be refunded. Notice of cancellation should be sent to firstname.lastname@example.org
Without limiting our rights or remedies, Care Sourcer may cancel your subscription to the Service without cause on providing 30 days’ written notice, or immediately on any breach of the terms of this Agreement by you.
8. Use of Information
You are solely responsible for the content, accuracy, and completeness of any Care Provider Information uploaded to the Care Sourcer website, and agree only to provide true, accurate, current and complete information. You also accept all liability arising out of or in connection with your processing and transmission of any Care Seeker Information.
You acknowledge that we may edit, modify or remove any parts of Care Provider Information which we consider is in breach of any of the provisions of this Agreement, and/or suspend or terminate your access to the Service without notice.
By providing Care Provider Information you grant to us a royalty-free, perpetual, irrevocable, non-exclusive license to use, copy, reproduce, modify, publish, edit, translate, distribute, perform, and display the Care Provider Information alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sub-license such rights through multiple tiers of sub-licensees. The foregoing grants shall include the right to exploit any proprietary rights in such materials, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. You also waive any moral rights you have in the Care Provider Information. Do not Post any materials on the Care Sourcer Website that you would not want us to use in this way.
You acknowledge and agree that we may at any time request verification and identity and address documents and information from you and your staff in order to complete our fraud prevention and identity and address verification checks which we carry out from time to time. We reserve the right to terminate the provision to you of the Service or restrict your access to the Service at any time in the event that you fail to provide all of the requested verification and identity and address documents within the requested timescale or if you do not pass our fraud prevention or identity verification checks.
You consent to information about the device you use to access the Service and verification, identity and address documentation being collected and processed for fraud prevention purposes and we may use third parties (and information they provide) to help us prevent fraud or unauthorised access to our Service. You agree not to copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for your Care Provider Information) from the Service without our prior written permission.
In the event that either of us processes personal data under this Agreement (including, without limitation, any personal data contained within any Care Seeker Information), each of us shall comply (and shall ensure that our employees, agents, contractors and operators comply) with the Data Protection Legislation (as defined below), at all times during the term of this Agreement in respect of all processing of personal data either of us carries out.
For the purposes of this Agreement, you agree that each of us is a data controller in respect of its processing of any personal data under this Agreement.
We shall each ensure that we obtain all necessary consents from data subjects to ensure compliance with the Data Protection Legislation and in respect of our own processing of personal data under this Agreement and that it has legitimate legal grounds for processing that personal data under the Data Protection Legislation.
Having regard to the state of technological development and the cost of implementing such measures, we shall each ensure that we have in place appropriate technical and organisational security measures in order to prevent unauthorised or unlawful processing of personal data and accidental loss or destruction of, or damage to personal data and which ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the personal data to be protected.
Neither of us shall retain or process personal data for longer than is necessary, provided that each of us shall continue to retain personal data in accordance with any statutory or professional retention periods applicable in their respective territories.
For the purposes of this Clause 8, “Data Protection Legislation” means, while they remain in force, the Data Protection Act 1998 (UK), the European Data Protection Directive (95/46/EC), the Electronic Communications and Transactions Act 25 of 2002 (RSA), and the General Data Protection Regulation (GDPR) and any other laws and regulations relating to the processing of personal data and privacy which apply to a Party and, if applicable, the guidance and codes of practice issued by the relevant data protection, supervisory authority or regulatory authority. The terms “data controller”, “data subject” and “personal data” shall have the definitions ascribed to them in the Data Protection Legislation.
9. Arrangements with Care Seekers
Should you have a dispute with a Care Seeker, you must address such dispute directly with the Care Seeker concerned.
We may (at our own discretion) decide to investigate any grievances held by you or by Care Seekers and may discuss any such investigation with all involved parties. We may take any lawful action we deem necessary in the event of a grievance, but likely outcomes of a grievance investigation include:
- you and the Care Seeker being allowed to continue using the Service;
- your and/or the Care Seeker’s access to the Service being suspended for a period of time;
- your and/or the Care Seeker’s access to the Service being terminated and banned for a definite or indefinite period.
In the event of a suspension or termination under this clause 9, no further Subscription Fees shall accrue to the extent that access to the Service is suspended or terminated. Any Charges already accrued shall become immediately payable.
Save as provided above, we cannot be involved in your dealings with Care Seekers and, in the event that you have a dispute with one or more Care Seekers, you hereby release us from any and all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We will not act as an arbiter in any dispute you may have with a Care Seeker.
10. Qualifications and Registrations
You warrant to us that the Care Services provided by you to any Care Seeker will be provided by suitably skilled and qualified personnel using due professional skill, care and diligence.
We advise Care Seekers to request sight of evidence of applicable registrations (Care Inspectorate, Scotland, CQC, England, CSSIW, Wales and RQIA, Northern Ireland). You agree to comply with any reasonable requests submitted by the Care Seekers with regards to the verification of such registrations or information.
Any checks on qualifications or registrations that we carry out do not reduce your obligation to ensure that you and any personnel involved in the Care Services have the required qualifications or registration to carry out specific aspects of the Care Services.
11. Intellectual Property Rights
You acknowledge that all present and future copyright and other intellectual property rights subsisting in, or used in connection with, the Service and any part of it (the “Rights“), including the manner in which the Service is presented or appears and all information and documentation relating to it is our property (or that of our licensors), and nothing in this Agreement shall be taken to transfer any of the Rights to you.
It is your responsibility to ensure that you are entitled to provide the Care Provider Information and any Care Services you may tender to provide through the Service. You therefore agree to indemnify us against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by us in connection with any actual or threatened claims of any kind by a Care Seeker or any third party (including without limitation any claim of trademark or copyright infringement, defamation, breach of confidentiality, false or misleading advertising or sales practices, data protection breaches or any claim relating to the quality or standard of any Care Services provided by you) arising from your provision of Care Provider Information, your provision of Care Services or arising from your use of the Service.
13. Limitation of Liability
Notwithstanding any other provision, nothing in this Agreement shall exclude or limit either party’s liability for death or personal injury caused by that party’s negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
If you are dissatisfied with the Service, or the terms of this Agreement, your sole remedy under this Agreement shall be to discontinue use of the Service.
Other than as set out above in this clause 13, and notwithstanding any other provision of this Agreement, we shall not be liable in contract, delict, negligence, statutory duty, misrepresentation or otherwise, for any loss of profit, revenue, goodwill, anticipated savings or damage whatsoever arising from or in any way connected with this Agreement.
We shall not be liable for any loss of business, loss of profits, business interruption, loss of business information, loss of data, or any other pecuniary loss (even where we have been advised of the possibility of such loss or damage).
The total liability of Care Sourcer to a Care Provider under or in connection with this Agreement (subject to the first paragraph of this clause 13), whether in contract, delict (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Subscription Fees due in the twelve months prior to the alleged or actual breach. The total liability of a Care Provider to Care Sourcer under or in connection with this Agreement (subject to the first paragraph of this clause 13), whether in contract, delict (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £5m. If you register as both as a Care Seeker and as a Care Provider then the aggregate cap in this Agreement shall apply – the caps shall not be cumulative.
Save as expressly set out herein, all conditions, warranties and obligations which may be implied or incorporated into this Agreement by statute, common law, or otherwise and any liabilities arising from them are hereby expressly excluded to the extent permitted by law.
Without limiting the foregoing, we shall have no liability for any failure or delay resulting from any matter beyond our reasonable control.
We cannot guarantee the day or time that we will respond to any email, telephone or written enquiries or Website form submissions.
Each of the provisions of this Clause shall be construed separately and independently of the others. This clause 13 shall survive termination of this Agreement.
14. Our Rights
We reserve the right at all times to edit, refuse to post, or to remove from the Care Sourcer Website any information or materials for any reason whatsoever, and to disclose any information we deem appropriate to satisfy any applicable law, regulation, legal process, police request or governmental request.
We reserve the right to terminate the provision to you of the Service or restrict your access to the Service at any time without notice for any reason whatsoever (provided that no further Charges shall accrue for terminated Service after the date of such termination). Without prejudice to the generality of the above, we reserve the right to terminate the provision to you of the Service or restrict your access to the Website at any time without notice in the event that we suspect you to be in material breach of any term of this Agreement (which shall include, without limitation, where payments due from you are overdue by 14 days or more).
We reserve the right to modify or discontinue temporarily or permanently all or part of the Service with or without notice without liability for any modification or discontinuance. We may vary the terms of this Agreement from time to time and shall post such alterations on the Website. If you do not agree to the changes made to the terms of this Agreement then you have the right to stop using Service, and should do so immediately. Your continued use of the Service after the date the changes have been posted will constitute acceptance of the amended Agreement.
Clause headings are inserted for convenience only and shall not affect the interpretation of this Agreement.
If any provisions hereof are held to be illegal or unenforceable such provisions shall be severed and the remainder of this Agreement shall remain in full force and effect unless the business purpose of this Agreement is substantially frustrated, in which case it shall terminate without giving rise to further liability.
You may not assign, transfer or sub-contract any of your rights hereunder without our prior written consent. We may assign, transfer or sub-contract all or any of our rights at any time without consent.
No waiver shall be effective unless in writing, and no waiver shall constitute a continuing waiver so as to prevent us from acting upon any continuing or subsequent breach or default. This Agreement constitutes the entire agreement as to its subject matter and supersedes and extinguishes all previous communications, representations (other than fraudulent misrepresentations) and arrangements, whether written or oral.
You acknowledge that you have placed no reliance on any representation made but not set out expressly in this Agreement.
Any notice to be given under this Agreement may be given via e-mail, post, or by hand to the address provided on the Website or otherwise as notified by one party to the other.
Nothing herein shall create or be deemed to create any joint venture, principal-agent or partnership relationship between the parties and neither party shall hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other.
Notwithstanding any other provision in this Agreement a person who is not a party hereto has no rights to enforce any of its terms.
This Agreement shall be subject to the laws of Scotland and the parties shall submit to the exclusive jurisdiction of the Scottish courts.