Terms and Conditions of Business for Role Models Life Skills Ltd
The following expressions shall have the following meanings:
“Conditions” means the terms and conditions as set out in this document and any subsequent variations as agreed in writing by RMLSL and the Client.
“Client” means any family, third party, individual, partnership, company or other organisation or entity which contracts with the RMLSL with a view to procuring the services of a Role Model and for whom RMLSL has agreed to provide the Services in accordance with these conditions.
“Engagement” means engagement or use of the Role Model by the Client for one or a number of Sessions, or by any third party to whom the Client has introduced the Role Model.
“Instructions” means the instructions provided by a Client, whether orally or in writing, to the RMLSL.
“Role Model” means any person introduced to the Client by RMLSL for Engagement.
“RMLSL” means Role Models Life Skills Limited, a company registered in England and Wales with company number 11918071.
“RMLSL Fee” means the relevant fee payable to the RMLSL for the Services as set out in Clause 5.
“Services” means the the supply of a Role Model provided by the RMLSL to the Client as described in these Conditions.
“Session” means each period of 90 minutes during which the Role Model is assigned to the Client.
2.1. The Agreement between the RMLSL and the Client for the provision of the Services, incorporating these Conditions, shall only come into force when the RMLSL confirms acceptance of Instructions either orally, in writing to the Client or by conduct through the transmission of information relating to a Role Model to the Client, whether by email, by phone or in person (the “Agreement”).
2.2. These Conditions apply to the Agreement to the exclusion of all other terms and conditions and shall supersede any other documentation or communication between the Client and the RMLSL.
2.3. Any variation of this Agreement (including any special terms and conditions agreed between the parties) must be agreed in writing between the parties.
- Supply of Services
3.1. To the extent that the Role Model is engaged by RMLSL as a employee on a zero hours contract, nothing contained within this Agreement shall constitute the relationship of employer and employee and/or worker or a partnership between RMLSL and the Role Model, or between the Client and the Role Model.
3.2. RMLSL shall use reasonable endeavours to introduce to the Client Role Models which the RMLSL considers suitable to be engaged by the Client as required in the Instructions and to perform the additional Services as further set out in this Clause.
3.3. The RMLSL shall carry out its obligations with reasonable skill and care and to a reasonable standard and in accordance with recognised codes of practice and relevant statutory obligations.
3.4. The RMLSL will take all reasonable steps to introduce Role Models to the Client who are of sound character, honest and reliable and are suitable for the Leadership Programme as required. However the RMLSL cannot be held responsible for the conduct of a Role Model either before or during the Client’s engagement of the Role Model and does not give any warranty as to the history, character, age, experience, capability, suitability, honesty or immigration status of any Role Model nor as to the completeness, truthfulness or the accuracy of the information supplied to them by the Role Model and which is then transferred to the Client. The RMLSL accepts no liability for any loss or damage arising from any negligence, misconduct, dishonesty or lack of skill on the part of the Role Model.
3.5. The RMLSL will inform the Client as soon as reasonably possible of any information which subsequently comes to light that suggests they are unsuitable for the role with the Client.
3.6. The RMLSL will check that each Role Model it proposes to the Client has had a Disclosure Barring Service check (previously CRB) which is valid within the past three years.
3.7. The RMLSL will seek to provide continuity in Role Models for each Session. However, whilst the RMLSL will always look to provide quality service through its selection of high quality Role Models, we cannot guarantee the services of a particular Role Model or their availability and maintain the right to substitute Role Models as business needs require.
3.8. Time for commencement shall not be of the essence of the Agreement and the RMLSL shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the Services.
- Responsibilities of the Client
4.1. The Client shall accept the contents of the Leadership Programme and the Role Model should be allowed to perform their services without undue oversight.
4.2. The Client shall book each Role Model for a minimum of 3 Sessions of 90 minutes.
4.3. The Client shall provide Instructions to RMLSL at least 48 hours prior to a Role Model’s Leadership Session.
4.4. The Client shall pay the appropriate RMLSL Fee as set out in Clause 5 to the RMLSL.
4.5. The Client acknowledges that the Role Model is self-employed.
4.6. The Client is responsible for ensuring that their home contents insurance includes cover for anyone working in their home and that the Role Model has adequate public liability insurance in place, with a minimum limit of £1m.
4.7. In the event that a Role Model chooses or is required to use their own car for transportation of the Client’s children, the Client shall compensate the Role Model for any petrol consumed at a rate of £0.30 per mile, the Role Model shall ensure that the car has sufficient petrol and is appropriately maintained to meet the expectations of the Client. If the Client requires a Role Model to drive the Client’s car during the Leadership Programme then the Client shall ensure that their car is adequately insured for whichever Role Model is currently engaged.
4.8. All expenses incurred by the Role Models as a result of an Engagement with a Client, including petrol, taxi fares, entrance fees etc., shall be paid directly to the Role Model by the Client. This does not include travel costs to and from the Client’s home address unless the Role Model is travelling after midnight or before 6am.
5.1.1 The Leadership Programme costs £695 including VAT for 8 sessions each lasting 90 mins with a 1:1 ratio of child to Role Model.
5.1.2. The Client may book 3 sessions of the Leadership Programme initially at a cost of £310 including VAT with no obligation to book the subsequent 5 sessions. If they choose to book the subsequent 5 sessions, the remaining fees are £435 including VAT.
5.1.3. The Leadership Programme is booked through the RMLSL website.
5.2. The Client shall be liable for and shall indemnify the RMLSL against all reasonable costs and expenses incurred by the RMLSL in respect of any steps, actions or proceedings made or brought against the Client by the RMLSL to obtain payment of outstanding RMLSL Fees and interest.
- Additional Fees
6.1. The Client acknowledges and undertakes that it will arrange Sessions solely through RMLSL and pay all related fees. The Client undertakes not to arrange Services directly with a Role Model introduced to the Client through RMLSL.
6.2. Should RMLSL have grounds to believe that the Client and the Role Model have arranged for the provision of Services to the exclusion of RMLSL and/or failed to pay the relevant RMLSL Fee, RMLSL reserves the right to:
6.2.1.charge the Client for an amount equivalent to the requisite RMLSL Fees calculated in accordance with the charges listed in Clause 5.
6.2.2.terminate this agreement; and/or
6.2.3.remove the Role Model from its database.
6.3. If the Client or a member of the Client’s family or any acquaintance or associate of the Client, passes on an introduction to any other person or persons within twelve months of the Role Model introduction to the Client by RMLSL, resulting in the Engagement of the Role Model for Leadership Sessions or other services, the Client shall be liable for payment of the full relevant RMLSL Fee for that service.
7.1. Occasionally, RMLSL may take photographs of children during Role Models sessions. RMLSL may use these images in RMLSL’s marketing materials or in other printed publications that RMLSL produces, as well as on RMLSL’s website. To comply with the Data Protection Act 1988, RMLSL needs the Client’s permission before RMLSL can photograph his / her child. Acceptance of these terms and conditions constitutes the Client’s consent to such images being used.
7.2. With respect to Clause 7.1, the following shall apply:
7.2.1. RMLSL will not use the personal details or full names (which means first name and surname) of any child or adult in a photographic image on video, on our website or in any of our other printed publications.
7.2.2. RMLSL will not include personal e-mail or postal addresses, or telephone or fax numbers on RMLSL’s website, marketing materials or in other printed publications.
7.2.3. If RMLSL use photographs of individual children, RMLSL will not use the name of that child in the accompanying text or photo caption.
7.2.4. RMLSL will only use images of children who are suitably dressed, to reduce the risk of such images being used inappropriately.
7.3. Acceptance of these terms and conditions constitutes the Client’s consent to receiving the RMLSL monthly e-newsletter and any important updates regarding the RMLSL via email, phone and SMS. The Client can unsubscribe from these channels at any time by emailing [email protected] or clicking unsubscribe on the e-newsletter.
7.4. With respect to Clause 7.3, RMLSL will not share the Client’s personal details with any third party.
8.1. The Client shall notify the RMLSL as soon as reasonably practicable after becoming aware of any matter (a “Relevant Matter”) in respect of which the RMLSL may incur any liability to the Client in negligence, for breach of these terms and conditions or otherwise. Subject as otherwise provided herein, if the Client fails to make such notification within two weeks of becoming so aware, it will not be entitled to make any claim against the RMLSL in relation thereto (and the RMLSL shall not incur any liability to the Client in relation to such Relevant Matter). In the event that a Relevant Matter is properly notified as above, and subject as otherwise provided herein, the RMLSL’s liability to the Client in respect of any breach of these terms and conditions or for negligence or otherwise shall not exceed the amount of the fees payable by the Client to the RMLSL in connection with the introduction of the relevant Role Model.
8.2. Notwithstanding any other provision of these terms and conditions, nothing herein will restrict or limit the RMLSL’s liability for:
8.2.1. death or personal injury caused by the negligence of the RMLSL; or
8.2.2. fraud or fraudulent misrepresentation; or
8.2.3. any other matter for which it would be illegal or unlawful for the RMLSL to exclude or attempt to exclude the RMLSL’s liability.
8.3. The Client shall indemnify the RMLSL against any claims, losses or liability made against or incurred by the RMLSL in connection with its proper carrying out of its obligations to the Client under the Agreement whether or not caused, directly or indirectly, by reason of the acts or omissions of the Client provided that, for the avoidance of doubt, the Client will not be liable to so indemnify the RMLSL if, and to the extent that, the claim, loss or liability arises as a result of the negligence of the RMLSL or breach of the terms of the Agreement by the RMLSL.
8.4. The RMLSL accepts no liability for any loss, damage, expense or compensation suffered or incurred of any nature by the Client, its property or its family, arising directly or indirectly from an act or omission by any Role Model introduced to the Client by the RMLSL.
The Agreement shall continue until the Services have been provided as required in accordance with the Instructions or any subsequent date as mutually agreed in writing by both parties or until terminated at will by either party.
9.1. The Client may terminate the Agreement if the RMLSL fails to comply with any aspect of these Conditions and this failure continues for a period of 6 weeks after notification of non-compliance is given.
9.2. The RMLSL may terminate the Agreement if the Client has failed to make over any payment due within 7 days of the sum being requested (any such termination being without prejudice to the RMLSL’s claim for payments owed).
9.3. Either party may terminate the Agreement by notice in writing to the other if:
9.3.1. the other party commits a material breach of these Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
9.3.2. the other party commits a material breach of these Conditions which cannot be remedied under any circumstances.
9.4. In the event of termination the Client must reimburse the RMLSL for any expenses incurred, as notified to the Client by the RMLSL, up to the date of termination and shall not be entitled to any refund of the RMLSL Fee already paid and any RMLSL Fee due at the date of termination and interest thereon and all other sums due to the RMLSL will immediately become payable in full.
9.5. Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.
10.1. All information provided by either party to the other, including but not limited to any personal details relating to the Role Model or the Client, will be treated as strictly confidential and will not be disclosed by either party to any third parties, unless required by law or regulation, without prior written consent of the other or of the Role Model, as the case may be.
10.2. RMLSL shall process all personal data relating to the Client and the Client’s child and other individuals in accordance with the Data Protection Act 1998.
10.3. The Client hereby consents to the processing of any personal data (including Sensitive Data as defined in the Data Protection Act 1998) relating to the Client’s child for the purposes required for the performance of a Session. In particular, but without limitation, the Client consents to the processing (including gathering, storing and use) by RMLSL of medical details relating to the Child for the purposes of protecting the health and safety of the child at any Session.
10.4. RMLSL will take appropriate measures to prevent the unauthorised use or processing, or the loss or destruction of, any personal data that the Client provides. RMLSL may use personal data which the Client provides or which RMLSL holds about the Client or Client’s child or children for the purposes of provision of a Session and to keep the Client informed about other services and products provided by us and selected third parties (but RMLSL will not disclose personal data about the Client or Client’s child to any third party except as necessary for the provision of the Session or to comply with overriding statutory obligations).
11.1. Neither party may assign transfer or in any way make over any of its rights or obligations to any third party without the written consent of the other party.
11.2. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing either by letter or email addressed to the other party at its registered office or principal place of business or such address as any at the relevant time has been previously notified to the party giving the notice.
11.3. No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
11.5. It is not intended that any of the terms of this Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to this Agreement, except by the Role Model in relation to Clause 4.6, 4.7, and 4.8.
11.6. This Agreement and any non-contractual obligations arising in connection with it are governed by and construed in accordance with English law.
11.7. The English courts have exclusive jurisdiction to determine any dispute arising in connection with this Agreement, including disputes relating to any non-contractual obligations.