TERMS AND CONDITIONS
YOUR ATTENTION IS SPECIFICALLY DIRECTED TO CLAUSE 8: OUR LIABILITY
This document, including the schedules (together with the documents referred to in them), tells you, the client ("You" or the "Client") the terms and conditions (the "Terms") on which We supply the relevant services listed on our Web-site, www.parentalchoice.co.uk (the "Parental Choice Web-Site") which include, as applicable, those listed in the schedules (together, the "Services") to You. Please read these Terms (which incorporate each of the schedules, as relevant) carefully before instructing us. You should understand that by instructing us, You agree to be bound by these Terms.
These Terms and Conditions are valid as of 1 September 2016 and amend and restate any previous terms that may have been in force with regards the Services Parental Choice provides. You should print a copy of these Terms for future reference.
1. INFORMATION ABOUT US
1.1 We operate the Parental Choice Web-Site. We are Parental Choice Limited, a company registered in England and Wales under company number 07656195 with our registered office at 24 Kent Road, East Molesey, Surrey, KT8 9JZ (“We” or “Parental Choice”). Our main trading address is Belhaven House, 69 Walton Road, East Molesey, Surrey KT8 0DP. Our VAT number is 120 7001 80.
2. SERVICE AVAILABILITY
The Parental Choice Web-Site is only intended for use by people resident in England and Wales (the “Serviced Countries”). We do not accept instructions from individuals outside those Serviced Countries.
3. YOUR STATUS
By placing an order through the Parental Choice Web-Site, You warrant that:
- You are legally capable of entering into binding contracts; and
- You are at least 18 years old;
- You are resident in one of the Serviced Countries; and
- You are accessing the Parental Choice Web-Site from that Serviced Country.
4. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
4.1 After placing an order for one or more of our Services, You will receive an e-mail from us acknowledging that We have received Your order. Please note that this does not mean that Your order has been accepted. Your order constitutes an offer to us to provide a particular Service or Services. All orders are subject to acceptance by us. We will send you an e-mail that confirms that the requested Services will be provided to You upon receipt by Parental Choice of the relevant form(s) correctly completed and duly signed by You and the payment of the appropriate fee (as referred to in clause 6 below), at which point a contract will have been formed between us (the "Contract").
4.2 If You do not make any payment due to Us by the due date for payment, We may charge interest to You on the overdue amount at the rate of 3% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.
4.3 Unless otherwise agreed our staff may send information by e-mail. Use of e-mail carries certain risks including non-delivery, delays, data corruption, interception, transfer of viruses, loss of confidentiality and privilege. We do not accept any liability for any loss resulting from the use of e-mail for communication between us or between third parties. If You are in any doubt as to whether the e-mail has come from us, please contact the person named as the sender by other means.
5. CONSUMER RIGHTS
5.1 If You are contracting as a consumer, You may cancel the Contract at any time by informing us in writing within fourteen calendar days of the date of the Contract and before the provision of the relevant Service. We will confirm Your cancellation in writing to You. This means that We will not usually begin work on Your matter until this period has ended. However, We invite You to waive Your statutory right to cancel by signing and returning the form(s) sent to You by e-mail, which once signed shall be evidence of Your waiver of Your statutory rights. If You do this, We will be able to start the provision of the Services immediately.
5.2 Once We have begun to provide the relevant Service / Services to You, either party may cancel at any time by providing the other party with at least 30 calendar days’ notice in writing. There will be no refund for any Services already provided.
5.3 We may cancel the Contract at any time with immediate effect by giving You written notice if:
- You do not pay Us when You are supposed to as set out in clause 4.1. This does not affect Our right to charge You interest under clause 4.2; or
- You break the contract in any other material way and You do not correct or fix the situation within 10 days of Us asking You to in writing.
6. PRICE AND PAYMENT
6.1 The price of each of the Payroll Services and Employment Contract Services (each as defined in the relevant schedule to these Terms) will be as quoted on the Parental Choice Web-Site from time to time and will be confirmed in the e-mail confirming the ordered Service(s) pursuant to clause 4.1 above.
6.2 The prices for each of the Services are inclusive of VAT.
6.3 The prices for the each of the Payroll Services and Employment Contract Services will be reviewed on 1st May of each year and any existing Clients will be notified in writing of any changes.
6.4 Payment for all Services to be provided by Parental Choice may be made by credit card payment either through the Parental Choice Web-Site or remotely by phone to Us, or by bank transfer to an account specified by Parental Choice to You within the e-mail confirming the ordered Service(s) pursuant to clause 4.1 above. Payment for all Services must, as far as possible, be made by You in advance of Parental Choice providing the relevant Service(s).
7. OUR REFUNDS POLICY
7.1 If You cancel the Contract for us to provide the Service(s) to You because You have cancelled the Contract between us within the fourteen-day cooling-off period (see clause 5.1 above). We will process the refund due to You as soon as possible and, in any case, within 30 calendar days of the day You gave notice of cancellation. We will process any refund due to You as soon as possible and, in any case, within 30 days of the day You gave notice of cancellation.
7.2 We will usually refund any money received from You using the same method originally used by You to pay for the relevant Service.
8. OUR LIABILITY
- We shall under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- Our total liability to You in respect of all other loss arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the purchase price of the relevant Service(s).
8.2 We do not in these Terms exclude liability for:
- death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or
- for fraud or fraudulent misrepresentation.
8.3 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
8.4 This clause 8 will survive the termination of the Contract.
9. WRITTEN COMMUNICATIONS
9.1 Applicable laws require that some of the information or communications We send to You should be in writing. When using the Parental Choice Web-Site, You accept that communication with us will be mainly electronic. We will contact You by e-mail or provide You with information by posting notices on the Parental Choice Web-Site. For contractual purposes, You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that We provide to You electronically comply with any legal requirement that such communications be in writing. This condition does not affect Your statutory rights.
9.2 Parental Choice reserves the right to contact You directly with respect to the marketing of similar products and services provided by Parental Choice. If You do not want Us to use Your personal data to contact You by electronic means (email or SMS) with information about goods and services similar to those which were the subject of a previous sale or negotiations of a sale to You, You acknowledge that you shall contact us at email@example.com instructing Us not to use Your contact details in this way (opt-out).
9.3 In the event that verbal communications and instructions are made they will not be accepted by Us unless confirmed by e-mail or in writing. Parental Choice will not accept any responsibility for any costs, charges or penalties incurred by the Client as a result of a failure to provide written confirmation of a verbal instruction.
10.1 We will use all reasonable endeavours to keep all of the personal information that You provide to us confidential except as required otherwise by law or regulation, to the extent otherwise required for us to carry out or obligations to You in relation to our agreement or you authorise otherwise expressly or by implication.
11. TRANSFER OF RIGHTS AND OBLIGATIONS
11.1 The contract between You and us is binding on You and us and on our respective successors and assignees.
11.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of Your rights or obligations arising under it, without our prior written consent.
11.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
12. EVENTS OUTSIDE OUR CONTROL
12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control ("Force Majeure Event").
12.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
- strikes, lock-outs or other industrial action;
- civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
- fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
- impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
- impossibility of the use of public or private telecommunications networks; and
- the acts, decrees, legislation, regulations or restrictions of any government.
12.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and We will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
13.1 If We fail, at any time during the term of a Contract, to insist upon strict performance of any of Your obligations under the Contract or any of these terms and conditions, or if We fail to exercise any of the rights or remedies to which We are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve You from compliance with such obligations.
13.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
13.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to You in writing in accordance with clause 10 above.
If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
15. ENTIRE AGREEMENT
15.1 These Terms and any document expressly referred to in them (including, as relevant, the Employee Information Form, the Employer Information Form, Employment ContractPayroll Information Form and the Flexible Working ProposalEmployment Contract Information Form – each as defined in the schedules to these Terms) constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement, oral or written, between us relating to the subject matter of any Contract.
15.2 We each acknowledge that, in entering into a Contract, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them.
All notices given by You to us must be given to Parental Choice Limited at Belhaven House, 69 Walton Road, East Molesey, Surrey KT8 0DP as set out in clause 9 above. Notice will be deemed received and properly served immediately when posted on the Parental Choice Web-Site, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
17. OUR RIGHT TO VARY THESE TERMS
17.1 We have the right to revise and amend these Terms from time to time, subject to providing You with reasonable notice thereof.
17.2 You will be subject to the policies and Terms in force at the time that You instruct us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by You).
18. LAW AND JURISDICTION
Contracts for the purchase of the Service(s) and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
1. The following definitions are used for the purposes of these Terms in this Schedule:
"Additional Payroll Service" means any other payroll or accountancy service, including assisting with P11D forms and any calculations in relation to pension contributions or any calculations in relation to any period outside a Subscription Period as further set out in paragraph 5, which is not included within the Payroll Services.
"Affiliate" means any affiliate, subsidiary, agent, director, employee, shareholder and/or Third Party Provider of Parental Choice;
"Client" means the Client identified as such in the Payroll Information Form;
"Commencement Date" means the day specified by the Client on the Payroll Information Form as the date on which the Nanny began work with the Client (unless otherwise agreed by the Client and Parental Choice);
"HMRC" means HM Revenue & Customs;
"Losses" means any and all claims, demands, actions, losses, liabilities, damages, costs, charges or expenses of whatever nature including interest;
"Nanny" means the nanny employed by the Client, as identified on the Payroll Information Form, during the Subscription Period (or such other nanny as the Client notifies Parental Choice in accordance with these Terms as a replacement for the original Nanny (subject to the provisions of paragraph 11 below) it being noted that the Payroll Services shall only apply in relation to one Nanny at any time);
"Payroll Information Form" means the payroll information form as sent to the Client by Parental Choice (or completed on the Parental Choice Web-Site by the Client) in connection with the provision of the Payroll Services and as fully completed and returned by the Client to Parental Choice;
"Payroll Services" means the following services:
- (a) setting up PAYE scheme and filing PAYE returns electronically;
- (b) calculating correct tax and National Insurance payments on behalf of the Client and the Nanny;
- (c) calculating the correct net or gross payments and keeping all necessary records;
- (d) the provision of accurate payslips each month or week as instructed by the Client to supply to their Nanny by e-mail;
- (e) acting as the Client’s agent in dealings with HMRC;
- (f) the provision of a monthly summary to the Client showing the Client’s liability for tax and national insurance;
- (g) the provision of quarterly details of payments to be made to HMRC;
- (h) the calculation and production of end-of-year tax returns, subject to the necessary authorisations from the Client, and the filing of such returns with HMRC;
- (i) producing the Nanny’s P60;
- (j) providing the Nanny with a P45 when the Nanny leaves the Client’s employment; and
- (k) as appropriate manage the auto-enrolment process on behalf of the Client.
“Subscription Fee” means the amount, inclusive of VAT, quoted on the Parental Choice Website as may be amended from time to time which represents the consideration payable by the Client in connection with Parental Choice providing, or procuring the provision of, the Payroll Services for a Subscription Period; and
“Subscription Period” means the period of either six months or twelve months as determined by the Client on the Payroll Information Form from the Commencement Date. For the avoidance of doubt, the Subscription Period for Clients choosing to pay on a monthly basis for monthly Payroll Services shall be for a minimum of twelve months.
2. In consideration of the payment by the Client to Parental Choice of the Subscription Fee, and subject to the provision by the Client to Parental Choice of the completed Payroll Information Form, Parental Choice will provide, or procure the provision of, the Payroll Services to the Client for one Subscription Period.
3. The Payroll Services will include only those matters set out in the definition thereof and shall not, for the avoidance of doubt, include calculations for employees of the Client other than the Nanny. Such calculations will fall within the definition of an Additional Service. In the event that an Additional Payroll Service is required by the Client, Parental Choice will, at its discretion, provide a quote for such Additional Payroll Service in addition to the Subscription Fee and work with the Client to ensure the Additional Payroll Service is performed to the expected standard of a professional payroll service provider.
4. The Client retains responsibility for determining if the Nanny is entitled to any payment of wages, benefit or rebates and that the Nanny is being paid at or above the National Minimum Wage. Parental Choice Limited and/or its Affiliates will only use the rates of pay specified in the Employee Information Form by the Client and will produce payroll documents accordingly.
5. Parental Choice Limited and its Affiliates do not accept liability for any unpaid tax, national insurance contributions or other levies from HMRC or the Benefits Agency (“Costs”), howsoever these should arise. The Client is, and will always, remain the employer of the Nanny and will be responsible for payment of these Costs. The Client has full responsibility for the payment of the Nanny’s wages to the Nanny and the Costs to HMRC. Parental Choice Limited and its Affiliates are at all times only acting as the agent of the Client.
6. The Subscription Fee covers one Employee only or any number of single Employees employed consecutively (but not concurrently). If the Client wishes Parental Choice to provide Payroll Services in relation to any additional Employee alongside an existing Employee, a separate contract must be entered into between Parental Choice and the Client and a further Subscription Fee paid. The Client shall be entitled to a 10% discount off the cost of the relevant Subscription Fee for each additional Employee for the first Subscription Period during which Payroll Services are required for such Employee.
7. The Subscription Period is a period of one calendar year (starting on the Commencement Date) unless extended prior to the expiry of the then current Subscription Period by the payment to Parental Choice of an additional Subscription Fee (in which case it will be extended by a further calendar year) or unless it has been suspended and subsequently restarted (see paragraph 8 below). Parental Choice and/or its Affiliates may decline to accept any extension of the Subscription Period at its discretion or may terminate the Payroll Services at any stage during any existing Subscription Period in which case it will refund a pro-rated portion of the Subscription Fee for that Subscription Period to the Client.
8. In the event that a Client has submitted and paid for a Payroll Service through the Web-Site using a credit card payment, the Client’s subscription will automatically renew at the end of each Subscription Period for another six to twelve -month Subscription Period, as relevant. The Client agrees that Parental Choice may automatically renew the Client’s subscription and charge the Client’s credit card on the Renewal Date, anniversary of the date the initial payment was taken, unless (i) the Client has cancelled its subscription before such date or (ii) the Client paid the Subscription Fee after the Commencement Date, in which case payment of the relevant Subscription Fee will be due on or before the Renewal Date. Parental Choice will automatically renew the Client’s subscription each year on the Renewal Date until the Client cancels its subscription or Parental Choice no longer offers the Payroll Service.
9. If the Nanny leaves the Client’s employment during the Subscription Period and a replacement Nanny is employed, Parental Choice Limited will operate the Payroll Services for the new Nanny for the remainder of the Subscription Period for no additional charge. A replacement Nanny does not include any Nanny employed to cover for an original Nanny on maternity or sick leave as the original Nanny remains employed by the Client. In such an event an additional Subscription Fee will be payable for the temporary Nanny calculated pro-rata for the time the temporary Nanny is providing cover, as agreed between the Client and Parental Choice.
10. All Payroll Services will terminate in the event the Subscription Period expires and is not renewed by payment of an additional Subscription Fee, or earlier if requested by the Client (it being noted that no refund of any amount of the Subscription Fee will be paid in such a case). Upon the termination of the Payroll Services, Parental Choice Limited will notify HMRC that it is no longer acting on the Client’s behalf. Upon expiry of the Subscription Period and upon written request, Parental Choice Limited will use all reasonable endeavours to return all documents held by it on behalf of the Client as requested by the Client to the Client or a nominated third party or agent and will provide, or procure the provision of, details of all pay and deductions calculated since the beginning of the tax year.
11. Payroll calculations will be based on the information provided to Parental Choice on the Payroll Information Form and any revised information provided in writing by the Client. The Client undertakes to check all pay documents produced by Parental Choice and/or an Affiliate and notify Parental Choice of any errors or omissions as soon as possible. Neither Parental Choice nor any Affiliate will be liable for any Losses arising from errors in the pay documents which the Client has undertaken to check or from a failure of the Client to provide the accurate information to Parental Choice. Parental Choice has no responsibility for checking that the pay rates comply with current legislation.
12. Neither Parental Choice nor any Affiliate can be held responsible for any penalties levied by HMRC, loss or overpayment of wages, tax or National Insurance due to calculation errors resulting from incorrect or incomplete information provided by the Client or late submission of information, monies or documents by the Client to ourselves or to HMRC.
13. The Client undertakes to notify Parental Choice in writing of any changes to the employment of pay arrangements as soon as practicable upon becoming aware thereof and, in any event, by no later than 10th of each month or such other date as agreed between the Client and Parental Choice (the “Cut-Off Date”). This will enable Parental Choice and/or an Affiliate to make any necessary amendments to the proceeding payroll documents. Where the Client fails to notify Parental Choice of a change as aforesaid, or has provided incorrect or misleading information, and this results in Parental Choice and/or an Affiliate having to reprocess the payroll or perform additional work to correct payroll documents already issued, Parental Choice will have the right, at its discretion, to charge an additional fee.
EMPLOYMENT CONTRACT SERVICES
1. The following definitions are used for the used for the purposes of these Terms in this Schedule:
"Additional Employment Contract Service" means any other employment contract service which is not included within the definition of Employment Contract Services;
"Client" means the Client identified as such in the Employment Contract Information Form;
"Commencement Date" means the day specified by the Client on the Employment Contract Information Form as the as the date on which the Nanny began work with the Client (unless otherwise agreed by the Client and Parental Choice);
"Employment Contract" means a contract relating to the employment by the Client of the Nanny;
"Employment Contract Fee" means the amount, inclusive of VAT, quoted on the Parental Choice Web-Site as may be amended from time to time which represents the consideration payable by the Client in connection with Parental Choice providing, or procuring the provision of, the Employment Contract Services.
"Employment Contract Information Form" means the Employment Contract Information Form as sent to the Client by Parental Choice (or obtained from the Parental Choice Web-Site by the Client) in connection with the provision of the Services and as fully completed and provided by the Client to Parental Choice;
"Employment Contract Services" means discussions with the Client of the terms of the Employment Contract, the preparation of an initial draft Employment Contract and the redrafting to the extent necessary, as required by the Client (for the avoidance of doubt the Employment Contract Services shall only include one redraft unless otherwise agreed between Parental Choice and the Client).
"Losses" means any and all claims, demands, actions, losses, liabilities, damages, costs, charges or expenses of whatever nature including interest;
"Nanny" means the nanny employed by the Client, as identified on the Employment Contract Information Form (it being noted that the Employment Contract shall only relate to one nanny);
2. In consideration of the payment by the Client to Parental Choice of the Employment Contract Fee, and subject to the provision by the Client to Parental Choice of the completed Employment Contract Information Form, Parental Choice will provide, or procure the provision of, the Employment Contract Service to the Client.
3. The Employment Contract Fee covers one Nanny only. If the Client wishes Parental Choice to provide the Employment Contract Service (or procure the provision of the Employment Contract Service) in relation to any additional nanny, a separate contract must be entered into between Parental Choice and the Client, including the provision of a further Employment Contract Information Form, and a further Employment Contract Fee paid.
4. In the event that more than one redraft of the Employment Contract is required by the Client as a result of any errors or omissions in the information provided by the Client on the completed Employment Contract Information Form, or the Client otherwise requests Parental Choice to provide any Additional Employment Contract Services, Parental Choice may charge an additional fee for such Additional Employment Contract Services (in an amount to be agreed in advance between the Client and Parental Choice).
5. The Client undertakes to check the Employment Contract produced by Parental Choice and/or an Affiliate and notify Parental Choice of any errors or omissions as soon as possible. Neither Parental Choice nor any Affiliate will be liable for any Losses arising from factual errors in the Employment Contract which the Client has undertaken to check or from a failure of the Client to provide the accurate information to Parental Choice.