Home Care Direct

Version: 19.01.2017

HOME CARE DIRECT

Carer Terms and Conditions

1. Definitions

Account Holder	means a person who contracts with the Carer for the provision of Home Care Services either for themselves or for a Care Recipient;
Account Holder Terms	means the terms and conditions governing the contractual relationship between Home Care Direct and the Account Holder;
Services	shall have the meaning ascribed to that term in clause 2.5.4 ;
Care Recipient	means an individual who is in receipt of Home Care Services. For the avoidance of doubt, the Account Holder and the Care Recipient can be the same person;
Carer	means either an individual or a company delivering Home Care Services via the Platform;
Carer Employees	means any Directors engaged by a Corporate Carer to provide Home Care Services on the Corporate Carer's behalf and "Carer Employee� means any one of them;
Carer Fees	means the hourly rate(s) charged by the Carer for the hours of Home Care Services provided by the Carer to Care Recipients;
Carer Materials	means all documents, information, items and materials in any form, which are used by the Carer in connection with the provision, marketing and/or advertising of the Home Care Services;
Content	means all content provided by the Carer and Carer Employees (where applicable) to Home Care Direct for inclusion on the Platform including but not limited to text, images, graphics, audio, video, information or other materials but excluding for the avoidance of doubt any Home Care Direct IPR;
Corporate Carer	means a carer has elected to user their own company of which they are a Director to deliver Home Care Services via the Platform;
Home Care Direct	means HCD Homecare Limited a private company limited by shares incorporated and registered in Ireland (registered number: 587072) and having its registered office address at 10 Willowmount, Booterstown, Blackrock, Co. Dublin;
Home Care Services	means home care or health care services to be provided by Carers and/or Carer Employees to a Care Recipient pursuant to these Terms;
Intellectual Property Rights or IPR	means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Platform	means an online marketplace which facilitates Carers (being independent third party service providers) offering Home Care Services to connect with Account Holders seeking to contract for the provision of such Home Care Services;
Platform Services	means the services detailed in clause 2.1 of these Terms;
Privacy Policy	means Home Care Direct�s privacy policy (as amended from time to time) which is available from the Website;
Service Fee	means the fees which Home Care Direct charges Carers for use of the Website, the Platform and the Platform Services being: � a charge of between 10% and 15% plus VAT which is deducted from the Carer�s aggregate Carer Fees; and � a charge for insurance cover; � a charge for administration and book keeping;
Terms	means these terms and conditions;
you or your	refers to a Carer;
Website	means the www.homecaredirect.ie.

2. General

2.1 Platform & Platform Services

2.1.1 Home Care Direct provides an online platform designed to connect Carers with Account Holders seeking Home Care Services and which allows Carers and Account Holders to communicate and arrange contracts for the provision of Home Care Services between one another as well as providing a secure method of payment for such services.

2.1.2 Home Care Direct provides the following services (hereinafter the Platform Services) which include but are not limited to:

(a) providing a searchable online database of Carers and Carer Employees;

(b) providing communication tools to facilitate interaction between Carers and Carer Employees and Account Holders and/or Care Recipients;

(c) providing a self-service system for Account Holders and/or Care Recipients to manage short and longer term service agreements for the provision of Home Care Services;

(d) providing a payment system which enables Account Holders to pay for Home Care Services;

(e) providing monitoring tools for Account Holders and/or Care Recipients to monitor care activity;

(f) providing feedback tools on the level of service provided by Carers and Carer Employees;

(g) facilitating access to the Book Keeping; and

(h) providing access to insurance cover for Carers subject to these Terms.

2.2 Acceptance of Terms

These Terms shall apply to the Carer's and any Carer Employee's use of the Platform, the Website and the Platform Services. The Carer�s and any Carer Employee's access and use of the Platform, the Website and the Platform Services are conditional on your acceptance of these Terms. Your continued use of the Platform, the Website and the Platform Services constitutes your agreement to be bound by these Terms. Each time you access the Platform, the Website and the Platform Services you are agreeing to be bound by these Terms. If you do not agree to any of these Terms, you should immediately cease (and procure that your Carer Employees (if applicable) immediately cease) to access or use the Platform, the Website and the Platform Services.

2.3 Connection Venue

2.3.1 The Platform is a venue designed to connect Carers with Account Holders looking for Home Care Services.

2.3.2 HOME CARE DIRECT IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN CARERS AND ACCOUNT HOLDERS. You hereby acknowledge and confirm that Home Care Direct does not:

(a) provide Home Care Services;

(b) employ Carers; and/or

2.3.3 All Home Care Services are provided by Carers, being Independent third party contractors who are not employed by Home Care Direct or any of its affiliates. IF YOU CHOOSE TO BECOME A CARER AND TO USE THE WEBSITE, pLatform AND/or AVAIL OF THE PLATFORM SERVICES, YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH HOME CARE DIRECT IS LIMITED TO BEING AN INDEPENDENT THIRD PARTY CONTRACTOR AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF HOME CARE DIRECT FOR ANY REASON. for the avoidance of doubt, carer employees are not employed by Home Care Direct or any of its affiliates. YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF HOME CARE DIRECT. YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF HOME CARE DIRECT, INCLUDING BY INAPPRORIATELY USING ANY HOME CARE DIRECT INTELLECTUAL PROPERTY RIGHTS.

2.3.4 For the avoidance of doubt, Home Care Direct does not:

(a) provide or arrange for the provision of Home Care Services;

(b) supply Carers to Account Holders or Care Recipients;

(d) participate in the interaction between Carers and Account Holders, except to provide technology to facilitate the interaction of such parties, including in relation to the processing of payments on behalf of Account Holders to Carers; or

(e) save as expressly provided herein, manage, negotiate or regulate the engagement between Carers and Account Holders and/or Care Recipients including but not limited to the agreement of Carer Fees and the other applicable terms and conditions to be put in place between Carers and Account Holders and/or Care Recipients.

2.3.5 The Carer, in his/its sole discretion, decides whether or not to accept an offer from an Account Holder for the Carer to provide the Home Care Services. The decision to enter into a contract with an Account Holder is your sole responsibility and Home Care Direct makes no warranty as to the suitability of any work assignment you accept via the Platform, nor does Home Care Direct provide any warranty as to the character or honesty of any Account Holder or the truthfulness or accuracy of information provided by an Account Holder.

2.3.6 The Account Holder, in his/its sole discretion, decides whether or not he/it wishes to engage a Carer to provide the Home Care Services.

2.4 Limitations of Service & Disclaimer

2.4.1 All the tools provided by Home Care Direct via the Platform are used at the Carers� own risk and there is no guarantee that these tools will work optimally or will not be subject to downtime or removed from service at any point in time.

2.4.2 The Website, the Platform and the Platform Services are provided �as is� and �as available�. In addition, Home Care Direct makes no representation, warranty or guarantee regarding the reliability, quality, suitability or availability of the Website, the Platform and the Platform Services or that the Website, the Platform and the Platform Services will be uninterrupted or error-free. You agree that the entire risk arising out of your use of the Website, the Platform and the Platform Services remains solely with you, to the fullest extent permitted by applicable law.

2.4.3 Save as expressly provided herein, Home Care Direct does not accept, and hereby disclaims:

(a) all representations and warranties, express, implied or statutory including the implied warranties of merchantability, fitness for a particular purpose and non-infringement;

(b) any liability for:

(i) losses or damages caused by the unavailability of the Platform, the Website and/or the Platform Services or technical errors, usage errors or use of the Platform, the Website and/or the Platform Services outside of the intended purpose; or

(ii) controversies, losses, injury, accidents, claims or damages arising out of the use of the online tools it provides; or

(iii) the engagement of Carers or the provision of Home Care Services by Carers.

2.5 Requirements of Corporate Carers

2.5.5 Where a Carer opts to incorporate, establish and maintain their own corporate entity, they will be:

(a) responsible for ensuring that all filings or returns are made and all taxes are discharged in accordance with all applicable laws, rules, regulations and practices; and

(b) required to confirm to Home Care Direct that all applicable filings, returns and taxes are kept up to date and Home Care Direct will be entitled to request copies of whatever documentation or information it requires in order to verify that such filings, returns and taxes are up to date.

2.7 Modification

Home Care Direct reserves the right, at its sole discretion, to modify or amend the Website, the Platform and/or the Platform Services and to amend these Terms (including the Service Fees payable) and/or the Account Holder Terms at any time without any notice or prior consultation with you. If we modify or amend these Terms and/or the Account Holder Terms, we will post the new terms and conditions on the Website. We may, but we are not obliged to, inform you of amendments by email or SMS. Any new terms and conditions will come into effect once they are published on the Website. Your continued use of the Website after the publication will be deemed your acceptance of any new terms and conditions.

2.8 Intellectual Property Rights & Carer Materials

2.8.1 Home Care Direct shall retain ownership of all IPR owned by Home Care Direct including but not limited to all IPR in the Platform, the Website and the Platform Services.

2.8.2 Subject to the provisions of clause 2.8.3, Home Care Direct grants to the Carer a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use the �Home Care Direct� name in the Carer Materials. This right shall automatically expire on the termination of these Terms.

2.8.3 All Carer Materials must be pre-approved in writing by Home Care Direct prior to any publication or dissemination of same.

3. Rules for User conduct and use of service

3.1 Eligibility

3.1.1 Home Care Direct reserves the right to refuse access to the Platform, the Website and/or the Platform Services to any person or corporate entity that it feels is not suitable without having to explain or give reasons for doing so.

3.1.2 You hereby represent, warrant and confirm that:

(a) you accept and will abide by (and in the case of Corporate Carers that you will procure that your Carer Directors, agents and representatives will abide by) the Terms and all of Home Care Direct�s policies as posted on the Website from time to time;

(b) in the case of Carers who are individuals, you are 18 years old or over;

(c) in the case of Corporate Carers that you are duly incorporated and validly existing and that all Carer Directors engaged by you are 18 years old or over;

(d) you have the right, authority and capacity to enter into this agreement;

(e) all information you (and in the case of a Corporate Carer, which your Carer Employees, agents or representatives) provide on the Platform is correct and accurate including details on qualifications, skills and experience;

(f) you (and in the case of a Corporate Carer, your Carer Employees, agents or representatives) are and will continue to be eligible and legally authorised to work in Ireland;

(g) you (and in the case of a Corporate Carer, your Carer Employees, agents or representatives) are capable of providing and, where relevant, are qualified to provide the Home Care Services and you are not prohibited from providing the Home Care Services;

(h) unless otherwise agreed with Home Care Direct, you (and in the case of a Corporate Carer, your Carer Employees) have completed an approved manual handling training course;

(i) you (and in the case of a Corporate Carer, your Carer Employees) have complied with the provisions of clause 10.2 [Garda vetting requirements];

(j) in the case of Carers who are individuals, that you will be working on a self-employed basis and will fulfil all responsibilities and duties of a self-employed worker including paying all taxes, levies and social insurance due to the Irish Revenue; and

(k) in the case of Corporate Carers, that you will be responsible for paying or remitting (or procuring the payment or remittance of) all taxes, levies and social insurance due to the Irish Revenue by either the Corporate Carer and/or its Carer Employees.

3.2 Account creation and maintenance

3.2.1 To use this service, you must create an account with Home Care Direct via the smartphone application or via our online form (the HCD Account). Each HCD Account must be a personal account and only one HCD Account is allowed per person.

3.2.2 Carers must provide accurate and up to date information, including in the case of Corporate Carers details of the legal and beneficial owners of such Corporate Carers, and you agree to maintain accurate, complete and up-to-date HCD Account information.

3.2.3 You are responsible for all activity that occurs under your HCD Account. You confirm you will keep passwords safe and secure and not allow unauthorised third parties to access your HCD Account. If a third party accesses our Website and/or the Platform using your HCD Account details we will assume that it is you who is accessing the Website and/or the Platform.

3.2.4 You may not assign or otherwise transfer your HCD Account to any other person or entity.

3.3 Profile Content

3.3.1 Carers are directly responsible for all Content and must not give the impression that any Content is provided by Home Care Direct or any other individual.

3.3.2 All Content provided by you for the Platform must be authorised by Home Care Direct before being uploaded to the Platform. Home Care Direct may, in its sole discretion, remove your Content from the Platform at any time for any reason. Home Care Direct further reserves the right to reject any Content submitted by you and/or to amend and edit the Content.

3.3.3 You retain ownership in, and any IPR in, any copyrighted materials that are contained in the Content other than any Account Holder, Care Recipient and/or Home Care Direct feedback.

3.3.4 By providing Content to Home Care Direct, you grant Home Care Direct a worldwide, perpetual, irrevocable, transferable, royalty-free licence (with the right to sub-licence) to use, view, copy, adapt, modify, create derivative works of, distribute, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access and otherwise exploit in any manner such Content in all formats and distribution channels without further notice to or consent from you and without the requirement for payment to you or any other person or entity.

3.3.5 You hereby represent and warrant that:

(a) you are the sole and exclusive owner of all Content or are duly licensed to use such Content;

(b) neither the Content nor your submission, uploading, publishing or otherwise making available of such Content nor Home Care Direct�s use of the Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, rights of publicity or privacy, or result in the violation of any applicable law or regulation or advocate or encourage any illegal activity;

(i) be defamatory, discriminatory, offensive, indecent, obscene, harassing, discourteous, unlawful or inaccurate, fraudulent, false or misleading as determined by Home Care Direct in its sole discretion;

(ii) misrepresent the Carer�s identity (or in the case of a Corporate Carer, the identity of any Carer Employee) in any way;

(iii) disclose or provide information protected under any law, agreement or fiduciary relationship, including but not limited to the proprietary or confidential information of others and will not violate the privacy, publicity or other rights of third parties;

(iv) contain any advertising or solicitation for anything other than Home Care Services offered via the Platform;

(v) contain any viruses, trojans, worms, logic bombs or other material or computer programming routines that are harmful or intended to damage, interfere with, intercept or expropriate any system, data or personal information; and/or

(vi) have the potential to create liability for Home Care Direct or cause Home Care Direct to violate the requirements of, or to lose the services, in whole or in part of its internet service providers or other suppliers,

Home Care Direct reserves the right, at its sole discretion, to remove any Content that does not meet these standards;

(d) you will only use the Platform for its intended and lawful purposes;

(e) you will not recruit, solicit or contact any other Home Care Direct carers for employment or contracting for a business not affiliated with Home Care Direct; and

(f) you will not use any personal information relating to a third party obtained via the Platform for any purpose other than for the provision of the Home Care Services.

3.4 Compliance with Contract

3.4.1 Once an Account Holder has accepted a contract with you, you are bound by the terms of that contract. You must negotiate with the Account Holder regarding any deviations from the contract terms, e.g. time off for holiday, illness or personal circumstances. Home Care Direct can offer no mediation or intervention regarding perceived non-compliance with the contract unless the dispute resolution process is activated.

3.4.2 Carers are solely responsible for honouring any contracts for Home Care Services entered into by such Carers with Account Holders. For the avoidance of doubt, Home Care Direct shall have no such responsibility.

3.5 Quality of Home Care Services

You hereby agree to provide (and in the case of Corporate Carers you shall procure that your Carer Directors will provide) a professional, punctual, safe, compassionate, well communicated and diligent service for the Account Holder and the Care Recipient at all times. You must not accept a contract that involves duties beyond your or your Carer Employees� level of competence. You agree to act (and in the case of Corporate Carers you shall procure that your Carer Directors shall act) honestly and with absolute integrity at all times.

3.6 Contracts for Home Care Services

3.6.1 The contract between an Account Holder and a Carer must:

(a) require the Carer to charge for Home Care Services at an hourly rate, or as otherwise agreed in writing with Home Care Direct;

(b) permit Home Care Direct (or an affiliate of Home Care Direct) to invoice the Account Holder for Home Care Services on behalf of the Carer and to debit the Account Holder�s nominated bank account or credit or debit card; and

(c) be terminable at will by either party on 14 days� prior written notice (save in exceptional circumstances where the contract may be terminable at will by either party with no notice period).

3.6.2 Any change to contract terms agreed with an Account Holder and/or Care Recipient must be expressly communicated by the Carer to the Account Holder and/or Care Recipient in writing.

3.6.3 The Carers contracts with Account Holders will include the right to find a substitute Carer registered with the Platform to cover a Carer�s or a Carer Employee�s absences. Where a contract has been accepted, any absence must be agreed in advance by the Carer with the Account Holder and/or Care Recipient. In some cases it may also be possible to use carers employed by the Home Care Direct associate company, Home Care Plus or any company nominated by Home Care Plus.

3.6.4 Where an emergency arises and absence is unavoidable, you must inform the Account Holder and the Care Recipient immediately with as much notice as possible. If you fail to inform the Account Holder and the Care Recipient of any absences or changes in contracted hours, (without prejudice to any other rights of remedies which Home Care Direct may have under these Terms) the Account Holder shall, without prejudice to any other contractual rights and remedies available to the Account Holder, have the right to withhold payments for the period where the unexcused absence(s) occurred. Cancellations and unexcused absences may also affect your rating on the Platform.

3.6.5 In cases of planned holiday or leave, you must inform the Account Holder and the Care Recipient of your wish to arrange cover at least 2 weeks in advance and make best efforts to arrange cover with other carers registered on the Platform. Home Care Direct encourages communication with other carers registered on the Platform. Any substitution must be agreed with the Account Holder and Care Recipient beforehand and a separate contract must be set up for this period.

3.7 Compliance with Statutory Regulations

Carers must ensure they are (and in the case of Corporate Carers that their Carer Directors are) in compliance with all relevant Irish legislation regarding the care of vulnerable adults and care in the community. In addition, you represent and warrant that you and each member of your household (or in the case of a Corporate Carer, your Carer Employees and each member of their households) have never been the subject of a complaint, restraining order or any other legal action involving being arrested for, charged with, or convicted of any criminal offence involving violence, abuse, neglect, theft or fraud, or any offence that involves endangering the safety of others, dishonesty, negligence or drugs, and are not or have never been on the sex offenders register or other similar list.

3.8 Restrictions

3.8.1 Carers must not (and Corporate Carers shall procure that their Carer Employees, agents and/or representatives shall not) :

(a) remove any IPR of Home Care Direct, including but not limited to copyright, trademark or other proprietary notices, from any portion of the Website, the Platform and/or the Platform Services;

(b) reproduce, modify, prepare derivative works based upon, distribute, licence, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Website, the Platform and/or the Platform Services except as expressly permitted by these Terms;

(d) link to, mirror or frame any portion of the Website, the Platform and/or the Platform Services; or

(e) attempt to gain unauthorised access to or impair any aspect of the Website, the Platform and/or the Platform Services or its related systems or networks.

3.9 Ownership

The Website, the Platform and the Platform Services are protected by copyright, trademark and other laws. You acknowledge that the Website, the Platform, the Platform Services and all associated property rights are the exclusive property of Home Care Direct and all rights therein are and shall remain Home Care Direct�s property. Neither these Terms nor your use of the Website, the Platform or the Platform Services will convey or grant to you any rights in or related to the Website, the Platform or the Platform Services (save as expressly permitted by these Terms) or any right to use or reference in any manner Home Care Direct's company name(s), logos, product and service names, trademarks or service marks.

3.10 Insurance

3.10.1 All Carers are required to provide a level of insurance set by Home Care Direct, which can vary at the sole discretion of Home Care Direct . To meet this requirement carers can participate in the insurance cover facilitated by Home Care Direct in connection with the provision of the Home Care Services. The Service Fee includes a charge for such insurance cover where provided by Home Care Direct.

3.10.2 Home Care Direct works with a reputable insurance provider (the Insurer) to facilitate access to insurance cover for Carers. The insurance cover (which, for the avoidance of doubt, will only cover Home Care Services provided pursuant to these Terms) is arranged for Carers and invoiced by Home Care Direct via the Platform. Insurance cover is available to Carers only upon being approved by Home Care Direct and the Insurer.

3.10.3 Detailed information regarding the insurance cover including any applicable excesses is available from the Website. In the event of an insurance claim, Carer�s shall comply (and in the case of a Corporate Carer, it shall procure that its Carer Employees shall comply) with the terms of the applicable insurance policies and Carer's will be liable for any applicable excess.

4. Release of liability for user conduct and disputes

4.1 Any agreements are legally binding agreements between the Account Holder and/or the Care Recipient and the Carer. Home Care Direct is not a party to an agreement and cannot arbitrate or mediate in any disagreement unless the dispute resolution process is activated.

4.2 Any issues should be resolved directly between the Account Holder and/or the Care Recipient and the Carer where at all possible. Home Care Direct does not accept any liability for claims, demands or direct or indirect damages arising from disputes between Account Holder and/or the Care Recipient and the Carer, however we do offer a dispute resolution pathway which should be followed in the case of disagreement.

5. Dispute Resolution Policy

5.1 Disputes between Account Holders, Care Recipients and Carers

5.1.1 Home Care Direct facilitates a dispute resolution process (the DRP) where there is a disagreement between an Account Holder and/or a Care Recipient and a Carer. A Account Holder, a Care Recipient or a Carer can by notice in writing to Home Care Direct elect to avail of the DRP. Home Care Direct will examine the contract, compliance with terms, user analytics data including but not limited to visit logging, messaging, geo verification, user feedback and previous Carer conduct and any submissions by either party. Pending resolution of a DRP, the Account Holder shall have the right at his/her/its sole discretion to defer payments to Carers, reimburse or cease contractual payments.

5.1.2 Any disputed funds for a contract which are in the possession of Home Care Direct shall be held on trust by Home Care Direct pending resolution of the DRP. Home Care Direct offers no guarantee to any party that there will be either reimbursement or full payment if the DRP is activated. Home Care Direct will endeavour to come to an equitable outcome based upon the evidence available.

5.2 Disputes between Carers and Home Care Direct

5.2.1 If a dispute arises between a Carer and Home Care Direct, Home Care Direct's goal is to address the parties' respective concerns and where the parties are unable to do so:

(a) Mediation

The parties shall in the first instance attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. The mediation will take place in Dublin, Ireland.

(b) Arbitration

(i) If the parties attempts to settle the dispute in accordance with clause (a) are unsuccessful, the dispute may be referred by either party to and shall be finally resolved by a sole arbitrator agreed upon by the parties or, in default of agreement between them within five (5) business days of one party nominating an arbitrator in writing to the other party, by an arbitrator appointed on the written application of any party by the President for the time being of the Chartered Institute of Arbitrators Ireland (the Arbitrator).

(ii) The Arbitrator shall be required to proceed promptly and diligently and to render his decision as soon as practicable. The decision of the Arbitrator shall be presented in separate findings as to fact and law. The award of the Arbitrator shall be final and binding on the parties from which no appeal may be taken, and an order confirming the Arbitrator�s award or judgement upon such award may be entered in any court having jurisdiction. The award of the Arbitrator may include pre-award interest and equitable relief to the extent that the Arbitrator deems appropriate. The award shall include interest from the date of the award until paid in full at a rate to be fixed by the Arbitrator.

(iii) In any award made by him, the Arbitrator may assess his own fees and expenses and those of the arbitration and the witness and legal fees of the parties, or any part thereof, against one or more of the parties, taking into account the circumstances of the case.

(iv) The Arbitrator shall act in accordance with the Arbitration Act 2010 and any modification or re-enactment for the time being in force.

(v) Notwithstanding the initiation of arbitration proceedings, each party shall continue to perform all duties and obligations under this Agreement, on a without prejudice basis

6. Payments, Cancellations and Refunds

6.1 Payments

6.1.1 All payments for Home Care Services delivered must be made through the Platform. Carers shall not (and Corporate Carers shall ensure that their Carer Employees shall not) directly invoice, or accept any payment from, an Account Holder for the provision of Home Care Services. Any offers to transact outside of the Platform made by any party, including a Carer, a Carer Employee, an Account Holder and/or a Care Recipient, must be reported to Home Care Direct immediately. Carers authorise Home Care Direct or an affiliate of Home Care Direct to collect payment from Account Holders for any work done through the Platform and to deduct any relevant Service Fee and any other agreed costs and fees or government tax from the payment before remitting the balance to the Carer.

6.1.2 Attempts to bypass the Platform may lead to sanctions including but not limited to immediate HCD Account suspension. Should a Carer be found to have accepted an unauthorised payment outside of the Platform they will be obliged to reimburse Home Care Direct an amount equal to the greater of either �2,000 or the applicable fees that would have been payable to Home Care Direct under these Terms had the Home Care Services been provided and paid for in accordance with these Terms. The parties hereby agree that the amounts set out in this clause represent a genuine pre-estimate of the loss to Home Care Direct in the event of a breach of this clause by a Carer.

6.1.3 You are responsible for ensuring that Home Care Direct has your current and up to date bank details on file for Account Holder funds to be released to you. It is Home Care Direct�s policy to encourage Account Holders to pay for work once the visit has been completed satisfactorily however Home Care Direct is not responsible for unforeseen delays which are out of our control.

6.1.4 Invoices will be generated on a weekly basis by Home Care Direct (or an affiliate of Home Care Direct) on behalf of Carers and uploaded on the Account Holder and Carer�s dashboard.

6.1.5 Home Care Direct may use an affiliate and/or a third party payment processing services to process bank account information and payments. Home Care Direct expressly disclaims any and all liability for any claims or damages related to Home Care Direct�s use of third party payment processing services and such transfers, including without limitation any damage that may result should any such information be released to any third parties.

6.2 Rates and fees

6.2.1 Carers are responsible for setting the hourly rates they charge for the Home Care Services they wish to provide. Hourly rates should not be changed during a contract agreement. Any changes in hourly rates that are made before the end of a contract must result in the termination of the current contract and a new contract must be agreed with the Account Holder.

6.2.2 In consideration for your use of the Platform, the Website and the Platform Services, Home Care Direct charges Service Fees.

6.2.3 When setting your rate and negotiating with the Account Holder, you should account for Home Care Direct charging the Service Fee. There may be other charges that you direct Home Care Direct to deduct from your Carer Fees including but not limited to fees applicable to the Book Keeping. You will be made aware of these options and their associated charges before they come into effect.

6.2.4 You agree that you will not receive interest or other earnings on the funds which Home Care Direct handles on your behalf. Funds received by Home Care Direct on behalf of Carers will not be held in a separate account and may be commingled with funds of Home Care Direct in any account, at any institution or in any other manner which Home Care Direct may decide in its sole discretion from time to time. Such commingled funds may be used by Home Care Direct to pay other Carers and by Home Care Direct for general corporate purposes or otherwise provided that Home Care Direct will remain obliged to remit payments at the Account Holder�s direction to Carers for any undisputed Home Care Services which have been provided in accordance with these Terms. To the extent that Home Care Direct is obliged to make a payment to a Carer, the Carer will be an unsecured creditor of Home Care Direct.

6.3 Income Tax and Social Insurance

6.3.1 You hereby agree that you have made and covenant that you will make all required legal and tax filings for you and, in the case of a Corporate Carer, those which you are required as an employer to make for your Carer Employees to the Irish Revenue. This includes remitting all applicable taxes and levies and making the applicable social insurance contributions.

6.3.2 Tax regulations may require Home Care Direct to collect appropriate tax information from Carers (and, if applicable, their Carer Employees) or to withhold taxes from payments for Home Care Services which are due to Carers (and, if applicable, their Carer Employees). If you as a Carer fail to provide us with documentation or information that we require to alleviate our obligation (if any) to withhold taxes from payments due to you, we reserve the right in our sole discretion to freeze or alter all payments due to you until resolution or to follow any Revenue instructions.

6.4 Ending a contract prematurely

6.4.1 Carers must honour the terms of any contract agreed with an Account Holder and ensure that all efforts are made to fulfil the contract through to its conclusion. Home Care Direct will not permit you take a new contract on the Platform that conflicts with the schedule of an existing contract (the Existing Contract) for the provision of Home Care Services unless there are valid reasons and at least 14 days' notice of termination has been served by the Carer in respect of the Existing Contract. This is to protect the existing Account Holder and/or Care Recipient and to ensure continuity of care.

6.4.2 You must provide 14 days� notice of termination in order to validly terminate a contract with an Account Holder. If you fail to provide sufficient notice and exit the contract without sufficient notice, the Account Holder shall have the right to withhold payment for the preceding period and/or to pause or cancel your HCD Account.

7. Limitations of liability & indemnity

7.1 Limitation on Home Care Direct's Liability

7.1.1 Home Care Direct hereby, to the fullest extent permitted by applicable law, excludes all liability to you, your Carer Employees, agents and/or representatives in respect of any acts or omissions of Home Care Direct�s employees, agents or sub-contractors, whether such liability arises in contract (by way of indemnity or otherwise), tort (including negligence), misrepresentation, breach of statutory duty or otherwise PROVIDED THAT nothing in these Terms will limit or exclude Home Care Direct's liability to the Carer for personal injury or death caused directly by Home Care Direct's negligence or the negligence of Home Care Direct�s employees, agents or sub-contractors.

7.1.2 Without prejudice to the generality of the foregoing provisions, Home Care Direct shall not be liable for:

(a) indirect, incidental, special, exemplary, punitive or consequential damages, including loss of profits, loss of data or property damage in connection with or otherwise resulting from any use of the Website, the Platform and the Platform Services;

(b) any damages, liability or losses arising out of your use of or reliance on the Website, the Platform and the Platform Services or your inability to access or use the Website, the Platform and the Platform Services; or

(c) any delay or failure in performance of the Website, the Platform and the Platform Services resulting from causes beyond Home Care Direct's reasonable control.

7.1.3 In no event shall Home Care Direct�s total liability to you in connection with the Website, the Platform and/or the Platform Services and these Terms for all damages, losses and causes of action (howsoever arising) exceed �1,000.

7.1.4 For the avoidance of doubt, the limitations set in this clause 7 .1 do not purport to limit liability or alter your rights which cannot be excluded under applicable law.

7.2 Carer Indemnity

7.2.1 You agree to indemnify and hold Home Care Direct and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities and expenses (including legal fees) arising out of or in connection with any of the following:

(a) your (and in the case of a Corporate Carer, your Carer Employees, agents and/or representatives') use of the Website, the Platform and/or the Platform Services;

(b) your (and in the case of a Corporate Carer, your Carer Employees, agents and/or representatives') breach or violation of any of these Terms;

(d) any act or omission by you (and in the case of a Corporate Carer, your Carer Employees, agents and/or representatives) in connection with the provision of Home Care Services; or

(e) your (and in the case of a Corporate Carer, your Carer Employees, agents and/or representatives') violation of the rights of any third party.

8. restrictions

8.1 By using the Platform you agree to use (and, in the case of a Corporate Carer to procure that your Carer Employees use) the service for all current and future work that takes place as a result of an introduction made through the Platform. If you have (or, in the case of a Corporate Carer, if a Carer Employees has) been introduced to a potential Account Holder and/or Care Recipient through the Platform, you must not (and, in the case of a Corporate Carer, you shall procure that your Carer Employees shall not) canvas, Solicit or otherwise seek the custom of or to create contractual agreements with such potential Account Holders and/or Care Recipients outside of this service, with the deliberate intention of circumventing the fees payable to Home Care Direct.

8.2 The Carer hereby covenants with and undertakes and warrants to Home Care Direct that for the period of two years after he/it ceases to be a Carer, he/it shall not (and, in the case of a Corporate Carer, shall procure that its Carer Employees will not):

8.2.1 make use of or disclose to any person and shall use their best endeavours to prevent the publication or disclosure of any information concerning the business, processes, operations or financial information of Home Care Direct in their knowledge or possession; and/or

8.2.2 directly or indirectly solicit, canvas, interfere with or endeavour to entice away from Home Care Direct any customers or carers of Home Care Direct.

9. Termination

9.1 Home Care Direct may in its sole discretion terminate these Terms and/or any of the Platform Services with respect to you, or generally cease offering or deny access to the Website, the Platform and/or the Platform Services or any portion thereof at any time for any reason (the Right of Termination). Home Care Direct will provide you with as much notice as it reasonably can of such a termination, cessation or denial, being at least 24 hours� notice. Without prejudice to the generality of the foregoing, Home Care Direct reserves the right (in its sole discretion) to exercise its Right of Terminate with respect to you, or to generally cease offering or deny access to the Website, the Platform and/or the Platform Services or any portion thereof, immediately at any time without notice if:

9.1.1 you are in breach of these Terms;

9.1.2 it is impracticable to give such notice in the circumstances;

9.1.3 in Home Care Direct�s opinion, any delay in such termination would expose Home Care Direct or a third party to significant risk of harm or damage;

9.1.4 it comes to our attention that your service is not up to standard, as determined by Home Care Direct in its sole discretion;

9.1.5 there is any change in the legal or beneficial ownership of any shares in issue in the capital of a Corporate Carer; or

9.1.6 the Carer does not achieve the agreed minimum invoicing targets set by Home Care Direct.

9.2 You may terminate your contract with us on giving at least 30 days' notice in writing.

10. Quality assurance and background checks

10.1 You hereby authorise us (and shall procure the relevant authorisation from Carer Employees for us) to carry out certain background checks, reference checks and audits at a time of their choosing in respect of Carers and any Carer Employees. Home Care Direct reserves the right but not the obligation to use a third party to scan your (and your Carer Employees�) personal information on an on-going basis against a variety of sources which may include, but are not limited to, sex offender registries, social media, criminal registries and other legally available databases and resources. Home Care Direct has no obligation to perform checks and releases all liability associated which results from checks.

10.2 Before being allowed access to the Platform, all Carers (and in the case of Corporate Carers, all Carer Directors) must have completed an up to date Garda vetting check (being not more than three (3) months old from the date of issue). This Garda vetting must be updated every two (2) years. You must notify Home Care Direct immediately of any change in the Garda vetting status or if you are, or any Carer Employee is, charged with, or convicted of, any criminal offence.

10.3 Home Care Direct reserves the right to exclude a Carer from the Platform on the basis of findings in their Garda vetting check.

10.4 You agree that Home Care Direct�s Privacy Policy (as may be amended from time to time) governs our collection and use of your (and your Carer Employees�) personal information. You hereby authorise Home Care Direct to provide to its insurer (or a prospective insurer) any information or data required by such insurer (including but not limited to personal data).

10.5 You accept that Home Care Direct will have access to all your communications through the Platform and its Apps and that Home Care Direct will be able to use and reveal this information as it sees fit.

11. Feedback, marketing and Account Holder reviews

11.1 Home Care Direct asks Account Holders and Care Recipients to leave qualitative and quantitative feedback on the experience they had with you and, if applicable, your Carer Employees. The feedback will contribute towards the review section on your Home Care Direct profile. Account Holder feedback should be honest and you must not offer incentives in exchange for better feedback or try to influence an Account Holder to deviate from their true and honest view. We reserve the right to remove any defamatory, abusive or offensive feedback at our discretion but are not obliged to do so. You agree to provide an exclusive and perpetual right for Home Care Direct to publish Account Holder and Care Recipient reviews on your profile, and you must not attempt to delete Account Holder and Care Recipient reviews or create a new profile to delete poor feedback.

11.2 Your Content (without identifying details) may be used from time to time in print and online marketing initiatives with the intention of generating more demand for your services. If you wish to opt out of this activity, please contact carers@homecaredirect.ie.

12. CHANGE OF OWNERSHIP

12.1 All Corporate Carers must notify Home Care Direct in writing of any change in the legal or beneficial ownership of any of the shares in issue in the capital of such Corporate Carer.

13. GENERAL

13.1 Home Care Direct may give notice by means of electronic mail to your email address in your HCD Account or by written communication sent to your address as set forth in your HCD Account. You may give notice to Home Care Direct by written communication to Home Care Direct�s address at carers@homecaredirect.ie.

13.2 You may not assign or transfer these Terms in whole or in part without Home Care Direct's prior written approval. Home Care Direct may assign or transfer these Terms in whole or in part, including to a subsidiary or affiliate, an acquirer of Home Care Direct�s business or assets or a successor under any merger.

13.3 No joint venture, partnership, employment or agency relationship exists between you and Home Care Direct as a result of the contract between you and Home Care Direct or your use of the Website, the Platform and/or the Platform Services.

13.4 If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms without prejudice to the legality, validity and enforceability of the other provisions in these Terms which, for the avoidance of doubt, shall not be affected.

13.5 These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior contemporaneous agreements, undertakings or understandings regarding this subject matter.

14. Confidentiality

You agree to keep strictly confidential any information you receive in any medium or format about potential, existing and past Account Holders and Care Recipients from either Home Care Direct or the Account Holders and Care Recipients themselves. This includes but is not limited to personal information and medical information.

15. Governing Law & jurisdiction

15.1 These Terms and any dispute or claim arising out of or in connection with these Terms and/or any use of the Website, the Platform or the Platform Services (including any non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Republic of Ireland.

15.2 Subject to the provisions of clause 5.2, the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including any non-contractual disputes or claims) that arises out of or in connection with these Terms and/or any use of the Website, the Platform or the Platform Services.

16. Contact Information

If you have any questions about the terms and conditions or the services provided by Home Care Direct please contact us at: carers@homecaredirect.ie.