Super Carers Ltd is a private limited company registered in England and Wales with company number 09279761 and VAT number 212124961.
Should you have any queries in relation to these terms or on any other matter, you can contact us at: 201-203 City Road, London, EC1V1JN or by email at firstname.lastname@example.org.
(A) SCL connects persons needing care services and their families with care services in their local area.
(B) SCL has developed a platform which facilitates the connection of such persons with providers of care services and requires the services of further carers.
(C) Provider is a CQC regulated supplier of care services and is willing to provide care services to persons needing them as identified by SCL.
(D) SCL is willing to introduce such persons to Provider subject to Provider paying a share of the income from providing care services to such persons on the terms set out in this agreement.
SCL agrees to introduce Users to Provider and Provider agrees to provide Services to those Users on the terms set out in the Introducer Terms set out below.
1. Definitions and Interpretation
1.1 In this agreement the following definitions shall apply unless the context otherwise requires:
home care support services
any information about the User inputted into the Site or otherwise available to SCL
Data Protection Legislation
the General Data Protection Regulation together with any other law applicable to the protection of personal data in effect from time to time
all amounts received including VAT and any other taxes and charges
12 months from the date of this agreement
the person who wishes to provide Care to Users
Super Carers Ltd
the Care services supplied by Provider
SCL’s website at www.supercarers.com or app.supercarers.com
Persons seeking Care via the Site
the United Kingdom
2. Promotion of the Services
2.1 SCL shall operate the Site and shall in reviewing the Care needs of Users consider the Services and their suitability for Users. Where SCL in its discretion considers that the Services would be suitable for the provision of the Care required by any User in the Territory, SCL may introduce such User to Provider with a view to Provider supplying the necessary Care.
2.2 If Provider has within the 12 months prior to any introduction of a User by SCL provided Services to such User otherwise than as a result of a previous introduction by SCL, Provider shall immediately notify SCL.
2.3 In deciding whether to make introductions to Provider, SCL shall be entitled to give priority to Care providers registered directly on the Site and to follow its own view as to the suitability of Provider for providing the necessary Care. SCL’s decision shall be final and it shall have no obligation to refer any particular User to Provider or to refer a minimum number of Users to Provider.
2.4 SCL uses its reasonable care to understand the needs of Users but is not responsible for the accuracy of the information provided by the User, their medical needs or suitability to receive the Service, their financial means or other circumstances. Provider acknowledges that it is Provider’s responsibility to carry out all new customer processes that it would carry out in respect of any new customer received from any other source and to determine whether or not it wishes to supply the Services to new customers
3. Quality of the Services
3.1 Provider shall ensure that it provides the Services to any User introduced to it by SCL with reasonable care and skill, in accordance with its own standard procedures and to its own normal standards. Provider shall comply with all relevant laws and regulations that apply to it and the Services.
3.2 Provider shall maintain its CQC regulated status and shall notify SCL if any assessment results in it not maintaining a rating of either “good” or “outstanding” across all 5 assessment measures: Safe, effective, caring, responsive and well-led.
3.3 Provider shall notify SCL of any material investigations by the CQC that might have a material impact on its reputation or ability to continue to operate or its assessment result.
4. Agreements with users
4.1 Provider shall contract with Users introduced to it by SCL on its own standard conditions, shall perform the Services in accordance with those conditions and shall assume all liability, contractual and otherwise, in respect of Services provided to Users. Provider shall indemnify SCL against any liability which SCL may incur in respect of Services provided to Users by Provider (whether such liability occurs during or after termination or expiry of this agreement) except to the extent that the claim results from SCL’s breach of contract or negligence.
5.1 Provider shall pay to SCL 5% of all Fees received by Provider at any time (both during and after termination of this agreement) in respect of Services supplied by Provider to any User whose details are provided to Provider by SCL (except where Provider has within the previous 12 months before the commencement of such provision of Services provided Services to such User otherwise than as a result of a previous introduction by SCL). Such amount shall be inclusive of any applicable VAT.
5.2 For the avoidance of doubt, payment is due to SCL under clause 5.1 in respect of any Fees received by Provider for Services supplied to the applicable User at any time, whether the Services supplied are those in respect of which the initial referral is made or other Services supplied at a later date.
5.3 Provider shall submit a report to SCL within 7 days after the end of each calendar month setting out in respect of each relevant User from whom it has received Fees during the previous month the name and address of the User and the amount of Fees received from that User and shall make the payment due to SCL in respect of such Fees within 7 days of receipt of SCL’s invoice.
6.1 Each party agrees that, in the performance of its obligations under this agreement, it will comply with Data Protection Legislation to the extent it applies to that party.
6.2 SCL collects the Data in order to determine the Care which is needed by Users and where making an introduction to Provider shall supply to Provider such part of the Data as SCL considers is necessary for Provider to provide the Services to the relevant Users. Provider shall keep the Data confidential and shall not use it except for the purpose of providing Services to Users. SCL has not obtained any permission for any further use of the Data by Provider which shall obtain any necessary consent from the relevant Users.
7. Term and termination
7.1 This agreement shall last for the Initial Term and shall continue after that unless terminated by either party giving at least 3 months’ notice in writing to the other.
7.2 Either party shall be entitled to terminate this agreement forthwith upon notice in writing to the other if:
7.2.1 the other commits an irremediable material breach of this agreement, persistently repeats a remediable breach or commits any remediable breach and fails to remedy it within thirty (30) days of receipt of written notice of the breach requiring remedy of the same; or
7.2.2 the other makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation, bankruptcy or winding up (except for the purpose of a solvent re-organisation), is unable to pay its debts within the meaning of section 123 of The Insolvency Act 1986 or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or otherwise.
8. Post termination obligations
8.1 Notwithstanding termination of this agreement its provisions shall continue to apply indefinitely to Services provided to any User introduced to Provider before termination and clauses 3.1, 4.1, 5, 9 and 10 shall continue to apply for so long as Services are supplied by Provider to any User. The provisions of clause 6 shall apply indefinitely in any event.
9.1 Provider agrees that during the Initial Term in the Territory it shall not make Services available via or as a result of introductions from any active technology enabled Care broker other than SCL.
9.2 For the avoidance of doubt the restriction in this clause does not prevent the acceptance of leads for the supply of Care from the following other channels:
9.2.1 Care services directories such as Care Choices, Care.com, Homecare.co.uk and local authority or charity directory listings characterised by passive engagement in that the listing sites are simply means of advertising;
9.2.2 other brokers or introducers such as local authorities, NHS brokerage teams, discharge co-ordinators or nurses, charity or third sector brokers, outreach teams or other parties all of whom may actively refer Care leads by telephone or email without involvement of a listing platform; and
9.2.3 any other existing channels which Provider can demonstrate it was actively using before the date of this agreement.
9.3 In particular Provider agrees during the Initial Term not to advertise or make Services available via Vida Care (Digital Home Visits Limited), Cera Care (Golden Era Club Limited), Care Sourcer Limited, Hometouch (Hometouch Care Limited) and Elder care (Elder Technologies Limited).
10.1 Neither party may assign, transfer, mortgage, charge, sub-contract, sub-licence or otherwise dispose of the whole or any part of this agreement without the prior written consent of the other (which shall not be unreasonably withheld or delayed).
10.2 All notices shall be given in writing and delivered by hand or sent by special delivery post, or any other delivery method where the recipient must sign to acknowledge receipt, to the recipient’s address set out in this agreement (or as may be notified to the other party in accordance with this clause from time to time) and shall be deemed to have been served upon delivery or when returned to the sender marked “gone away” or similar.
10.3 Neither party’s failure to enforce or rely on or delay in enforcing or relying on any right or remedy will not prevent that party from later enforcing or relying upon that nor any other right or remedy.
10.4 The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to this agreement shall not affect in any way the remaining provisions or rights, which shall be construed as if such invalid or unenforceable part did not exist.
10.5 This agreement contains all the terms agreed by the parties in relation to its subject matter and supersedes any and all prior agreements, understandings or arrangements between them, whether oral or in writing in relation to such matters. Neither party shall have any right or liability in respect of any statement, representation or promise made prior to the date of this agreement and each party acknowledges and accepts that, in entering into this agreement, it has not relied upon any statement, representation or promise except as set out in this agreement. Neither party excludes liability for fraud or fraudulent misrepresentation under or in relation to this agreement.
10.6 No variation of or amendment to this agreement shall be effective unless made in writing and signed by authorised representatives of the parties.
10.7 Nothing in this agreement shall confer any right or benefit upon any person who is not a party to it.
10.8 This agreement (and any associated non-contractual claims or disputes) is governed by English law and the parties hereby accept the exclusive jurisdiction of the English courts.