Client 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.

    “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 employees 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 company delivering Home Care Services via the Platform;

    "HCD Account" has the meaning ascribed to this term in clause 3.2.1;

    "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 Avenue, 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;

    "Invoice" means an invoice for Home Care Services provided by a Carer to an Account Holder that is created through the Platform on behalf of a Carer;

    “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;

    "Relevant Account" has the meaning ascribed to this term in clause 6.2.1(c);

    "Terms" means these terms and conditions as may be modified or amended from time to time in accordance with the provisions of clause 2.5;

    "you or your" refers to an Account Holder;

    "Website" means the www.[●] website including without limitation any sub-pages.

  2. General

    1. Platform & Platform Services

      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. 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) uploading to the Platform an invitation for the Carer to provide Home Care Services to Care Recipients;
        • (d) 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;
        • (e) providing a payment system which enables Account Holders to pay for Home Care Services and other services that may be provided by the platform.
        • (f) providing monitoring tools for Account Holders and/or Care Recipients to monitor care activity; and
        • (g) providing feedback tools on the level of service provided by Carers and Carer Employees.
    2. Acceptance of Terms

      These Terms shall apply to the Account Holder's use of the Platform, the Website and the Platform Services. The Account Holder'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 the Care Recipient (if not the same person as the Account Holder) immediately ceases) to access or use the Platform, the Website and the Platform Services.

    3. Connection Venue

      1. The Platform is a venue designed to connect Carers with Account Holders looking for Home Care Services.
      2. HOME CARE DIRECT IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN CARERS AND ACCOUNT HOLDERS. YOU MUST CONTRACT DIRECTLY WITH CARERS. YOU HEREBY ACKNOWLEDGE AND CONFIRM THAT HOME CARE DIRECT DOES NOT:
        • (a) PROVIDE OR ARRANGE FOR HOME CARE SERVICES;
        • (b) EMPLOY CARERS; AND/OR
        • (c) ACT AS AN EMPLOYMENT AGENCY.
      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. FOR THE AVOIDANCE OF DOUBT, CARER EMPLOYEES ARE NOT EMPLOYED BY HOME CARE DIRECT OR ANY OF ITS AFFILIATES. CARERS ACT EXCLUSIVELY ON THEIR OWN BEHALF AND NOT ON BEHALF OF OR FOR THE BENEFIT OF HOME CARE DIRECT.
      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;
        • (c) employ Carers or Carer Employees or act as an employment agency or employment business;
        • (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 carers to the platform.
        • (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.
      5. 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.
      6. The decision to enter into a contract with a Carer is the Account Holder’s sole responsibility and Home Care Direct makes no warranty as to the suitability of any Carer you engage via the Platform, nor does Home Care Direct provide any warranty as to the character or honesty of any Carer or the truthfulness or accuracy of information provided by a Carer including but not limited to any Content and/or Carer Materials uploaded by a Carer on the Platform. Account Holders are solely responsible for making their own decision regarding the Carers they engage to provide Home Care Services. Home Care Direct recommends that Account Holders carry out their own assessment of a Carer’s or Carer Employee’s suitability before entering into a contract with them by:-
        • (a) interviewing the Carer or Carer Employee;
        • (b) verifying the Carer or the Carer Employee’s identity by way of photographic ID;
        • (c) requesting proof of experience, training, qualifications and suitability of the position for which they are applying; and
        • (d) following up on references provided.
      7. Home Care Direct is not required to verify any Content and/or Carer Materials provided by a Carer. Account Holders are solely responsible for verifying any representations that a Carer has made and for obtaining any additional information required to make an informed decision before contracting with a Carer for the provision of Home Care Services. You hereby represent, confirm and agree that Home Care Direct does not have any control over, or assume any responsibility for, the quality, accuracy or reliability of the Content and/or Carer Materials provided by a Carer.
    4. Limitations of Service & Disclaimer

      1. All the tools provided by Home Care Direct via the Platform are used at the Account Holder’s 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. 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.
      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. Home Care Direct makes no representation or warranty regarding the quality of any Home Care Services provided by a Carer or a Carer Employee;
        • (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 or by Carer Employees; or
          • (iv) the accuracy or reliability of any information (including but not limited to the Carer Materials and/or Content) provided by the Carer on the Platform;
        • (c) any responsibility for managing or involving itself in any interaction between Carers and Account Holders and/or Care Recipients.
    5. 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 at any time without any notice to, or prior consultation with, you. If we modify or amend these 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 (or any amendments or modifications to the existing Terms) 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 and/or any such amendments or modifications to the existing Terms.

  3. Rules for User conduct and use of service

    1. Eligibility

      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.
      2. You hereby represent, warrant and confirm that:
        • (a) you accept and will abide by the Terms and all of Home Care Direct’s policies as posted on the Website from time to time;
        • (b) you are 18 years old or over;
        • (c) you have the right, authority and capacity to enter into this agreement;
        • (d) all information you provide on the Platform is correct and accurate; and
        • (e) neither you nor the Care Recipient nor any members of your households have been:-
          • (i) 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/or
          • (ii) on, or required to register with, the sex offenders register or other similar list in any jurisdiction.
    2. Account creation and maintenance

      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.
      2. ccount Holders must provide true, accurate, complete and up to date information and you agree to maintain true, accurate, complete and up-to-date HCD Account information.
      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.
      4. You may not assign or otherwise transfer your HCD Account to any other person or entity.
    3. Platform Content

      You hereby warrant and represent that:-

      • (a) you will only use the Platform for its intended and lawful purposes;
      • (b) you will not use any personal information relating to a third party obtained via the Platform for any purpose other than obtaining the Home Care Services.
    4. Compliance with Contract

      1. Once an Account Holder has entered into a contract with a Carer, you are bound by the terms of that contract. You must negotiate with the Carer regarding any deviations from the contract terms. Home Care Direct can offer no mediation or intervention regarding perceived non-compliance with the contract unless the dispute resolution process is activated.
      2. Carers and Account Holders are responsible for honouring any contracts for Home Care Services entered into between them. For the avoidance of doubt, Home Care Direct shall have no such responsibility.
    5. Contracts for Home Care Services

      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).
    6. Compliance with Laws

      1. The Account Holder confirms that he/it will observe and comply with all regulations relating to the engagement of Carers, including any applicable workplace laws. Home Care Direct does not involve itself in regulating or managing these issues and by using the Platform, the Account Holder warrants that you have made yourself aware of the requirements under applicable workplace and occupational health and safety laws which may apply to the engagement between a Care Recipient and the Carer and/or Carer Employee. The Account Holder warrants that they have inspected the premises of the Care Recipient and that it is a safe work environment for the Carer and/or Carer Employee to provide the Home Care Services requested by the Account Holder.
      2. You should not discriminate against a Carer on the basis of skin colour, nationality, disability, gender or any other potential source of discrimination.
    7. Restrictions

      1. Account Holders must 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;
        • (c) decompile, reverse engineer or disassemble the Website, the Platform and/or the Platform Services;
        • (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.
    8. Ownership of IPR

      The Website, the Platform and the Platform Services are protected by copyright, trademark and other laws. You acknowledge that 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. 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.
    9. Insurance

      1. Account Holders should ensure that their (or, where applicable, the Care Recipient's) insurance covers Carers and/or Carer Employees working in their home.
      2. All Carers are required to participate in the insurance cover facilitated by Home Care Direct in connection with the provision of the Home Care Services. Home Care Direct works with a reputable insurance provider to facilitate access to insurance cover for Carers. The insurance cover will only cover Home Care Services provided pursuant to these Terms.
  4. Release of liability for user conduct and disputes

    1. Any agreements for the provision of Home Care Services are legally binding agreements between the Account Holder and/or the Care Recipient and the Carer. Home Care Direct is not a party to any such agreements and cannot arbitrate or mediate in any disagreement unless the dispute resolution process is activated.
    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

    1. Disputes between Account Holders/Care Recipients and Carers

      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. An 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 agreement for the provision of Home Care Services, 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.
      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.
    2. Disputes between Account Holders and Home Care Direct

      1. If a dispute arises between an Account Holder 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 attempt to settle the dispute in accordance with clause 5.2.1(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

    1. Payments

      1. The Account Holder agrees to pay Home Care Direct:-
        • (a) he Carer Fees;
        • (b) any other costs reasonably incurred by Home Care Direct in enforcing its rights under these Terms, (together with applicable taxes (if any)).
      2. All payments for Home Care Services delivered must be made through the Platform. Account Holders shall not make any direct payments to a Carer 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. Account Holders agree to make all payments for any work done through the Platform to Home Care Direct or an affiliate of Home Care Direct. Attempts to bypass the Platform may lead to sanctions including but not limited to immediate HCD Account suspension.
        Immediately after the performance of each Home Care Service, or at the end of each week where the provision of Home Care Services is on-going, Invoices will be generated by Home Care Direct (or an affiliate of Home Care Direct) on behalf of the Carer for the Carer Fee and such Invoices will be uploaded on the Account Holder and Carer’s dashboard.
      3. The Account Holder is required to approve the shifts worked by carers within a reasonable timeframe. If the Account Holder approves the shifts or is deemed to have approved the shift by not rejecting the shift within a reasonable timeframe, Home Care Direct will accept the shift as having been approved by the Account Holder.
      4. Once the shifts have either been approved or deemed approved in accordance with the provisions of clause 6.1.3, Home Care Direct will deduct the Carer Fees on behalf of the Carer from the Relevant Account.
      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. If an Account Holder fails to pay an amount in accordance with these Terms, your HCD Account will be suspended and you may be charged a non-payment fee by Home Care Direct and charged other amounts by the issuer of your Relevant Account.
      7. If your existing Relevant Account is cancelled, suspended or otherwise not usable, the Account Holder must immediately provide Home Care Direct with alternative nominated bank account details or credit or debit card details for discharging all payment dues by the Account Holder under these Terms.
    2. Information & Consent

      1. The Account Holder will provide the following information via the Platform:-
        • (a) information regarding the type of Home Care Services required;
        • (b) personal and household information for the Account Holder and the Care Recipient (as applicable); and
        • (c) bank account details or credit or debit card details (the Relevant Account) for debiting or charging the payments due pursuant to these Terms.
      2. The Account Holder hereby consents to the debiting or charging of all payments due by the Account Holder (including but not limited to those detailed in clause 6.1.1) to the Relevant Account.
      3. The Account Holder is solely responsible for the accuracy of the bank account details or credit or debit card details which it provides to Home Care Direct. Home Care Direct hereby disclaims all liability related to errors due to inaccurate or incomplete bank account details or credit or debit card details being submitted by an Account Holder. Home Care Direct is not responsible for, and will not reimburse, any fees incurred by any Account Holder from their bank or other financial institution, including without limitation overdraft charges, insufficient funds charges, interest charges or finance charges which may have occurred as a result of charges processed by (or on behalf of) Home Care Direct.
    3. Rates and fees

      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 unless both parties agree. 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.
      2. 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 from Account Holders 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.
      3. Home Care Direct reserves the right to correct any errors in the payment of Carer Fees even if it has already requested and/or received payment.
    4. Ending a contract prematurely

      1. Account Holders must honour the terms of any contract agreed with a Carer 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 you in respect of the Existing Contract.
  7. Limitations of liability & indemnity

    1. Limitation on Home Care Direct's Liability

      1. Home Care Direct hereby, to the fullest extent permitted by applicable law, excludes all liability to you, your Care Recipient, 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 Account Holder and/or Care Recipient 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.
      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.
      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.
      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.
    2. Account Holder Indemnity

      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 your Care Recipient’s) use of the Website, the Platform and/or the Platform Services;
      • (b) your (and your Care Recipient’s) breach or violation of any of these Terms; or
      • (c) your (and your Care Recipient’s) violation of the rights of any third party.
  8. Restrictions

    1. By using the Platform you agree to 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 been introduced to a potential Carer through the Platform, you must not canvas, solicit or otherwise seek the custom of or to create contractual agreements with such potential Carers outside of this service.
    2. The Account Holder hereby covenants with and undertakes and warrants to Home Care Direct that for the period of two years after he/it ceases to be an Account Holder, he/it shall not directly or indirectly engage or contract with any Carers or Carer Employees for the provision of home care or health care services.
  9. Termination

    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:
      1. you are in breach of these Terms;
      2. it is impracticable to give such notice in the circumstances; and/or
      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.
    2. You may terminate your contract with us on giving at least 30 days' notice in writing.
  10. Quality assurance and background checks

    1. Home Care Direct makes reasonable efforts to check the identity of all Carers and Carer Employees which includes visual inspections of passports and/or visas or work permits where applicable.
    2. Before being allowed access to the Platform, all Carers (and in the case of Corporate Carers, all Carer Employees) are required to 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 three (3) years.
    3. 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 Care Recipient’s) personal information.
    4. 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

    1. Home Care Direct asks Account Holders and Care Recipients to leave qualitative and quantitative reviews and/or feedback on the experience they had with Carers. The reviews and/or feedback will contribute towards the review section on your Carers’ Home Care Direct profile. You agree to provide an exclusive and perpetual right for Home Care Direct (at its sole discretion) to publish, disseminate, distribute, reproduce, use, sub-licence and/or post Account Holder and Care Recipient reviews and/or feedback.
    2. Your reviews and/or feedback (without identifying details) may, at Home Care Direct’s sole discretion, be used from time to time in print and online marketing initiatives with the intention of generating more demand for Home Care Direct’s business. If you wish to opt out of this activity, please contact the office directly.
    3. The Account Holder represents and warrants to Home Care Direct that any review and/or feedback will not:-
      1. 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, Home Care Direct's internet service providers or suppliers; and/or
      2. 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.
  12. General

    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 as indicated on our website.
    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.
    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.
    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.
    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.
  13. Confidentiality

    You agree to keep strictly confidential any information you receive in any medium or format about potential, existing and past Carers and Carer Employees from either Home Care Direct or the Carers and Carer Employees themselves.
  14. Governing Law & jurisdiction

    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.
    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.
  15. Contact Information

    If you have any questions about the terms and conditions or the services provided by Home Care Direct please contact us at the address on our website..