Terms of Business

PARENTPATCH LIMITED, a private limited company incorporated in England and Wales (Company Number 16337132) with its registered office at 483 Green Lanes, London, England, N13 4BS (“PP”) is a business which operates as a digital online platform connecting parents to trusted practitioners and service providers to support their family’s health and wellbeing from conception to school age (“Platform”).

The Contractor is a specialist practitioner, professional or service provider with considerable skills, knowledge and experience to support the individuals which access the Platform in connection with topics related to family health and wellbeing from conception to school age (“Services”).

In reliance on those skills, knowledge and experience, PP wishes to engage the Contractor, as an independent contractor and not an employee, to provide the Services as advertised on PP’s Platform.

PP appoints the Contractor to advertise, promote and subsequently provide the Services and the Contractor agrees to provide them on the terms of this Agreement.

This is not an employment contract and does not confer any employment rights on the Contractor. In particular, it does not create any obligation on PP to advertise, promote or provide work to the Contractor and the Contractor will work on a flexible and "as required" basis.

The Contractor shall pay a monthly Fee to PP in order to feature, advertise and promote its Services on the Platform. The terms of this Agreement shall apply to the Contractor’s use of the Platform in connection with the Services but there shall be no employment relationship between the parties.

The fact PP has offered to advertise, promote or recommend the Contractor’s work on the Platform shall not confer any legal rights on the Contractor and, in particular, should not be regarded as establishing an entitlement to regular work.

It is entirely at PP's discretion whether to offer, advertise, promote or recommend the Contractor and the relevant Services on the Platform and PP is under no obligation to give any reasons for its decision.

Upon an individual engaging the Contractor to provide any Services advertised on the Platform, a separate contract for the provision of those Services shall be formed solely between the Contractor and that individual. For the avoidance of doubt, no contract for the provision of such Services shall arise between the individual and PP.

The Contractor will:

complete their onboarding onto the PP Platform. This includes creating your PP profile, setting your calendar availability, pricing, providing all necessary photographs, accreditations, qualifications and certificates, all necessary insurance documents, KYC information and syncing Google reviews;

not list, share or make available any contact details, links or other information in order to bypass the Platform;

keep calendar availability up to date, at least 4 weeks in advance with details of when the Contractor is available, and when the Contractor is not available, to provide the Services (save for any Contractor on maternity leave);

provide the Services at times users of the Platform request to book sessions on the basis of the Contractor’s availability;

remain responsible for regularly checking the Platform for messages, booking requests or other communications. The Contractor must inform Platform users about how to proceed should they require Services;

respond to messages from Platform users and PP in a timely manner unless you have notified PP in advance that you are unavailable at the relevant time;

comply with all PP policies from time to time insofar as they apply to specialist practitioners or service providers;

participate in clinical and/or professional supervision in relation to the Services as requested by PP (if required);

not share any login credentials for the Platform with any third party or allow, permit or make available any unauthorised third party access to the Platform; and

be responsible for ensuring that all of your Services with Platform users are accurately recorded.

If the Contractor is unable or unavailable to provide the Services due to illness or injury at any time then the Contractor must notify the relevant Platform user and PP as soon as practicable. For the avoidance of doubt, no payment of any fees shall be due to the Contractor for any period of time where no Services are provided.

The Contractor hereby appoints PP as its limited payment collection agent solely for the purpose of collecting payments from Platform users in respect of the Services booked through the Platform and remitting such payments to the Contractor in accordance with this Agreement.

The Contractor shall maintain an effective procedure for handling complaints relating to the Services and shall deal with all complaints promptly, professionally and in good faith.

The Contractor shall acknowledge receipt of any complaint from a Platform user within 48 hours of receipt and shall use all reasonable endeavours to resolve the complaint within 10 Business Days (or such longer period as is reasonably required in the circumstances, provided PP and the relevant individual is kept informed of progress).

The Contractor acknowledges that it remains solely responsible for the provision of the Services and for resolving any complaint, claim or dispute arising from or relating to the Services. Nothing in this Agreement shall make PP responsible or liable to the for any act, omission or service failure of the Contractor.

Throughout the term of the Agreement, the Contractor must:

hold a professional qualification(s) in connection with the Services (as applicable);

if expressly requested by PP, provide PP with evidence of your enhanced Disclosure and Barring Service (DBS) check (if you live in England or Wales), Protecting Vulnerable Groups (PVG) scheme membership (if you live in Scotland), enhanced Access NI disclosure check (if you live in Northern Ireland) or equivalent (if you live outside the United Kingdom); and

provide PP with such evidence of your qualification and criminal record check as PP may request at any time.

The Contractor must immediately inform PP in writing:

if you cease to hold such professional qualification;

if you become aware of any inquiry, investigation or proceeding that could affect such qualification; or

if you are prosecuted for, or convicted of, any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed).

PP shall have the right to edit, remove or suspend the Contractor’s profile on the Platform should PP deem the Contractor to be in breach of the terms of this Agreement.

The Contractor acknowledges and agrees the Platform includes a mandatory review and ratings system. The Contractor may not opt out of, disable or otherwise interfere with the collection, publication or display of reviews or ratings.

Where the Platform permits, the Contractor shall elect to link or synchronise reviews with third-party platforms (including Google) subject to any additional terms notified by PP.

The Contractor shall not manipulate, falsify or otherwise seek to influence reviews or ratings, including by offering incentives, discounts, gifts or other benefits in exchange for positive reviews or requesting the removal or amendment of genuine reviews.

The Contractor may respond to client reviews through the Platform, provided that all responses are accurate, professional, respectful and comply with applicable law. Responses must not be abusive, threatening, misleading, defamatory or disclose confidential or personal information.

PP reserves the right, in its reasonable discretion, to monitor, moderate, edit, refuse to publish or remove any review or response that it considers to be unlawful, inaccurate, offensive, misleading, fraudulent, abusive, irrelevant or otherwise inconsistent with the operation or integrity of the Platform. PP shall have no obligation to remove or amend any review solely because it is unfavourable to the Contractor.

The Contractor will:

provide the Services in a diligent, timely and professional manner using all reasonable care and skill;

comply with all instructions given by PP in connection with the provision of the Services and work and cooperate with any customer, user, employee, agent or other independent contractor of PP;

give PP such information regarding the provision of the Services or obtained by it in the course of providing the Services as PP may require and use reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as PP may require; and

immediately disclose to PP any conflict of interest which arises in relation to the provision of the Services as a result of any present or future appointment, employment or other interest of the Contractor.

PP acknowledges that the Contractor may determine the manner in which the Services are provided, as long as they are provided in a manner which is consistent with this Agreement.

The Contractor shall have liability for any Losses incurred by PP in connection with the provision of the Services and shall accordingly maintain in force during the Appointment full and comprehensive insurance policies in respect of the provision of the Services.

The Contractor shall ensure such insurance policies are taken out with reputable insurers acceptable to PP and that the level of cover and other terms of insurance are sufficient in connection with the provision of Services. The Contractor shall on request supply to PP copies of such insurance policies and evidence relevant premiums have been paid.

The Contactor will pay PP a monthly subscription fee as set out in your Individual Practitioner Agreement (“Fee”) in order to appear, advertise and promote its Services on the Platform as set out in this Agreement.

At the beginning of each new month, the Contractor will pay the Fee due no later than 7 days after the start of the relevant new month.

The Fee referred to in clause 6.1 shall include all expenses necessarily incurred by the Contractor in the performance of the Services under this Agreement. From time to time, PP may exercise its discretion to reimburse specific expenses provided that an agreement has been reached in writing prior to the expenses being incurred. Where PP agrees, at its discretion, to reimburse specific expenses, the Contractor must provide all receipts, vouchers or evidence of payments as may be required.

The Contractor acknowledges, accepts and agrees:

PP operates the Platform solely as an intermediary to facilitate the marketing of the Services and the collection and onward payment of fees for the provision of the Services through its third-party payment processor.

PP does not provide the Services, is not a party to any contract for the provision of the Services between the Contractor and the individual and assumes no responsibility or liability for the performance, quality, legality or delivery of the Services;

where an individual books or purchases the Contractor's Services through the Platform, PP shall collect payment on the Contractor's behalf and, subject to the terms of this Agreement, arrange payment of the relevant sums to the Contractor (less any applicable Platform Fees, processing fees, refunds, chargebacks, deductions or other agreed amounts);

payment made by a Platform user to PP in respect of the Services shall, to the extent of the amount received by PP, constitute the same payment as if it had been made directly to the Contractor, and the Contractor shall look solely to PP for the remittance of such sums in accordance with this Agreement.

PP's appointment as the Contractor's limited payment collection agent is strictly limited to the collection, processing and remittance of payments and does not extend to the provision, management or performance of the Services.

PP does not provide, supervise or control the Services and shall have no liability whatsoever for any act, omission, negligence, breach of contract or other liability arising from or relating to the Services provided by the Contractor.

The Contractor shall be solely responsible for all refunds, chargebacks, payment disputes and customer claims arising out of or in connection with the Services provided by the Contractor. PP may deduct from any sums otherwise payable to the Contractor, or recover directly from the Contractor, the amount of any refund, chargeback or reversal together with any associated processing fees, bank charges, administrative costs or other third-party charges incurred by PP.

The Contractor shall promptly provide PP and/or PP’s payment processor with all information, records and other evidence reasonably requested in connection with any payment dispute, chargeback or fraud investigation and shall cooperate fully in responding to any such claim.

Nothing in this clause shall create any contractual relationship between PP and any individual receiving the Services, nor shall PP be deemed to act as the provider of the Services.

The Contractor will be responsible for the payment of all taxes and other amounts due in connection with any payment in connection with the Appointment. The Contractor undertakes to indemnify and keep PP indemnified in respect of such tax or other amounts (including penalties and interest) which may be assessed on PP by reason of any payment made under or in connection with the Appointment, together with any costs and expenses incurred by PP in connection with any such assessment.

If any assessment is made on PP for any income tax, national insurance or other amounts on the fees payable pursuant to the terms of this Agreement then PP will promptly notify the Contractor of that assessment and each party will provide the other with such assistance as may be reasonably necessary in order to deal with such assessment.

The Contractor shall indemnify and keep indemnified PP, its officers, employees and agents against all losses, liabilities, claims, damages, costs and expenses (including reasonable legal and professional fees) suffered or incurred by PP arising out of or in connection with:

any claim, complaint or demand made by any individual or third party arising from the Contractor's provision of, or failure to provide, the Services;

any breach by the Contractor of applicable data protection legislation or any unauthorised access to, use of or disclosure of personal data by the Contractor;

any allegation that any content, materials, information or other content uploaded, submitted or otherwise made available by the Contractor through the Platform infringes the intellectual property rights or other rights of any third party;

any breach by the Contractor of any applicable law, regulation, professional obligation, code of conduct or licensing requirement; and

any breach by the Contractor of this Agreement, or any negligent act, omission, fraud or wilful misconduct by the Contractor, its employees, agents or subcontractors.

The Contractor acknowledges, accepts and agrees that, during the Appointment, it will have access to and will be entrusted with confidential information and trade secrets relating to the business of PP. This includes but is not limited to information and secrets relating to:

personal data of Platform users;

business contacts, lists of practitioners and service providers, coaches, customers and suppliers and details of contracts with them and their current or future requirements;

corporate and marketing strategy, business development and plans, sales reports and research results;

designs, business methods and processes, manuals and operating procedures, technical information and know-how relating to PP’s business and which is not in the public domain, including inventions, designs, programs, techniques, database systems, formulae and ideas;

sales, expenditure levels and pricing policies;

budgets, management accounts and other financial reports; and

any document marked “confidential” or any information not in the public domain.

The Contractor shall not during the Appointment (otherwise than in the proper provision of the Services and then only to those who need to know such information or secrets) or thereafter (except with the prior written consent of PP or as required by law):

divulge or communicate to any person;

cause or facilitate any unauthorised disclosure through any failure by it or the Contractor to exercise all due care and diligence; or

make use of, any confidential information or trade secrets relating to the business of PP which may have come to the Contractor’s knowledge during the Appointment or in respect of which may be bound by an obligation of confidence to any third party.

The Contractor will also use all reasonable endeavours to prevent the publication or disclosure of any such information or secrets. These restrictions will not apply after the Appointment has terminated to information which has become available to the public generally, other than through unauthorised disclosure.

All notes, memoranda, and other records (however stored) made by the Contractor in providing the Services or which relate to the business of PP will belong to PP and will promptly be handed over to PP (or as PP directs) from time to time on request and at the end of the Appointment, without copies being kept by the Contractor, or anyone on its or his behalf.

All Intellectual Property Rights in and to the Platform, including its software, functionality, booking tools, content, branding, trade marks, databases, know-how and all associated materials, shall remain vested in PP or its licensors. Nothing in this Agreement transfers any Intellectual Property Rights to the Contractor.

All users, ratings, reviews, feedback, booking information, analytics and other data generated through or in connection with the Platform ("Platform Data") shall belong to PP, subject to the rights of the relevant individuals under applicable data protection legislation.

PP grants the Contractor a non-exclusive, non-transferable and revocable licence during the Term to access and use Platform Data made available to the Contractor solely to the extent reasonably necessary to provide and administer the Services booked through the Platform and to comply with the Contractor's legal obligations. The Contractor shall not use such data for any other purpose, including marketing, solicitation or any commercial purpose unrelated to the Services, except with PP's prior written consent or where otherwise permitted by law.

The Contractor grants PP a non-exclusive, worldwide and irrevocable licence in perpetuity to use any Intellectual Property Rights associated with the Contractor (including but not limited to likeness, nickname, photograph and biograph (“Contractor IPR”) in connection with the provision of Services under this Agreement.

PP shall be entitled to use, display, publish, transmit, copy, edit, alter, store, re-format and sub-licence such Contractor IPR in all media known or unknown in connection with the promotion, advertisement, marketing and distribution of PP.

The Contractor acknowledges, accepts and agrees no content in connection with the Services being provided to PP under this Agreement shall be posted on any of the Contractor’s social media channels or deemed to be endorsed by the Contractor on any third party social media channels (unless PP provides its prior written consent) during the Appointment.

The Contractor represents, warrants and covenants that:

it has the full right, power and authority to enter into this Agreement and shall fully perform all of the terms and conditions hereof;

the Intellectual Property Rights provided hereunder are not subject to any guild or collective bargaining agreement;

Contractor is customarily engaged in an independently established business of the same nature as that involved in the work performed for PP;

Contractor has not and shall not create Intellectual Property Rights for any party that could be construed by a reasonable person as identifying with, associated with, in competition with, or derivative of the Intellectual Property Rights created for PP without PP’s prior written consent;

to the best of Contractor’s knowledge there are no claims, litigation or other proceedings pending or threatened that could impair, limit, diminish or infringe upon the Intellectual Property Rights and, Contractor shall advise PP, in writing, of any proceeding or litigation against Contractor or adverse change in its financial position or operations, any breach of any agreement pertaining to the Intellectual Property Rights or other event that would adversely affect or prejudice the Intellectual Property Rights or the delivery of the Intellectual Property Rights to PP; and

Contractor acknowledges, accepts and agrees PP shall have the right to license, sell, dispose of or assign this Agreement and the Intellectual Property Rights in its sole discretion.

The Contractor shall not (except with the prior written consent of PP) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from PP any individual, business or service provider which has or continues to use the Platform in connection with the provision of the Services at any time during the Appointment or for a further period of six (6) months after the termination of this Agreement for any reason.

The Contractor shall not, without the prior written consent of PP and, where required by applicable law, the relevant individual's valid consent, use the Platform or any information obtained through the Platform to:

send unsolicited marketing or promotional communications;

solicit, encourage or induce any individual to purchase services other than through the Platform; or

otherwise contact any individual for any commercial purpose unrelated to the provision of the Services advertised through the Platform.

The Contractor shall not use any messaging, communication or other functionality made available through the Platform to circumvent the Platform or to encourage any individual to engage the Contractor directly outside the Platform for the purpose of avoiding PP's Fees or otherwise bypassing the Platform.

Nothing in this clause shall prevent the Contractor from communicating with an individual where such communication is reasonably necessary to provide, arrange or administer the Services advertised through the Platform.

The provisions of this clause 11 shall survive on termination of this Agreement.

PP shall have the right to terminate the Appointment without cause upon providing the Contractor with 30 days’ written notice.

The Appointment may be terminated by PP immediately and without notice:

if the Contractor is negligent or guilty of any serious misconduct in connection with or affecting the business of PP; or

if the Contractor commits any serious or repeated breach of its obligations of the Appointment and/or the terms of this Agreement or is guilty of serious neglect or negligence in the provision of the Services.

Upon termination of the Appointment for any reason, the Contractor will irretrievably delete any information relating to the business of PP stored on any disk or memory and all matter derived from such sources which is in its possession or under its control outside the premises of PP.

The rights of PP are without prejudice to any other rights that it might have at law to terminate the Appointment or to accept any breach of this Agreement on the part of the Contractor as having brought the Agreement to an end. Any delay by PP in exercising its rights to terminate shall not constitute a waiver thereof.

Any breach of clause 11 shall constitute a material breach of this Agreement and PP may, without prejudice to any other rights or remedies available to it, immediately suspend or terminate the Contractor's access to the Platform and this Agreement.

PP may amend, update or replace these terms and conditions from time to time to reflect changes to the Platform, applicable law, regulatory requirements, third-party service providers (including payment providers), security requirements or PP's business operations.

Where PP shall make a material amendment to this Agreement, PP shall provide the Contractor with not less than 30 days' prior notice by email, through the Platform or by any other reasonable means. Non-material amendments, including those made to correct errors, improve clarity, reflect changes in functionality or address administrative matters, may take effect immediately upon publication on the Platform.

The Contractor shall be deemed to have accepted any amended Terms by:

continuing to access or use the Platform after the amended Terms have taken effect; or

accepting the amended Terms through the Platform, whichever occurs first.

If the Contractor does not agree to any material amendment, the Contractor's sole remedy shall be to cease using the Platform and terminate this Agreement by written notice to PP before the amended terms and conditions take effect. Continued use of the Platform after the effective date shall constitute the Contractor's acceptance of the amended terms and conditions.

Notwithstanding clause 16.2, PP may implement amendments with immediate effect where reasonably necessary to comply with applicable law, a regulatory requirement, a court order, or to address fraud, security vulnerabilities or other urgent operational matters. PP shall notify the Contractor of such amendments as soon as reasonably practicable.

PP may assign this Agreement to any third party. The Contractor warrants that it and the Contractor will not assign the benefit of this Agreement without the prior written consent of PP.

The Contractor shall notify PP promptly of any proposed or actual change of control or sale of its business. This Agreement is personal to the Contractor and may not be assigned, transferred, novated or otherwise disposed of, whether by reason of a change of control or otherwise, without PP's prior written consent. For the avoidance of doubt, this Agreement shall not automatically transfer to any successor, purchaser or new owner of the Contractor's business. Any successor wishing to continue providing Services through the Platform must enter into a separate written agreement with PP.

Any notice to be given under this Agreement must be given in writing or via post or electronic mail to the address specified by the parties from time to time.

This Agreement shall be governed by and construed in accordance with English law.

Each party irrevocably submits to the exclusive jurisdiction of the English courts to settle any dispute which may arise under or in connection with this Agreement or the legal relationships established by this Agreement.