ST AGATHA CARE LTD

TERMS AND CONDITIONS OF SERVICE FOR CLIENTS

1. Background

St Agatha Care is a trading name of St Agatha Care Ltd (Co. No. 12452063), registered in England & Wales with registered office at 167-169 Great Portland Street, London W1W 5PF.

We are an introductory homecare agency. In return for you paying the registration fee and the charges set out in our Pricing Guide (Appendix 1), St Agatha Care will introduce you to pre-screened, self-employed carers (“Candidates”) who are able to provide you with homecare services. We match an appropriate candidate to a client based on the client’s care needs and we supply administrative, invoicing, and payment services (“Services”). We do not provide care.

These Terms and Conditions set out the formal legal agreement upon which St Agatha Care (“We”, “Us” or “Our”) will provide services to the client (“You”). Where these Terms and Conditions are entered into on the client’s behalf by a designated representative of the client, such as a close relative; a holder of a valid lasting power of attorney; a Court appointed deputy for property and affairs; or a person authorised to do so under court order, that person will be treated as acting on the client’s behalf and all references to “You” are to be construed as references to the client.

By providing Instructions to us, and receiving the terms and conditions, you acknowledge and accept these Conditions. Any and all business undertaken by us is transacted subject to these Conditions.

Please ensure that you read these terms carefully and check that the details in the agreement are complete and accurate.

This agreement constitutes the entire agreement between you and us.

2. Introduction and Administrative Services

Our services are limited to making introductions to suitable candidates and supplying administrative, invoicing, and payment services. In the event that we make an introduction and you choose to engage the candidate on an assignment (see section [4] below), the candidate will be engaged by and work directly for you. All arrangements regarding rates of pay, time off and hours worked should be made between the candidate and you. We do not unlawfully discriminate based on age, disability, gender reassignment, race, colour, religion or belief, marriage and civil partnership, pregnancy and maternity or sexual orientation.

In return for you paying the registration fee and based upon the information we receive directly from you and in your registration form, St Agatha Care will introduce you to a pre-screened candidate who is able to provide you with the general services of a personal care assistant. This is called an introduction. We will use reasonable endeavours to introduce candidates to you who we reasonably believe, following appropriate interviews and professional checks, to be of sound character, but cannot guarantee the suitability of the candidate introduced to you. While we will make reasonable efforts to ensure reasonable standards of skills, integrity and reliability in candidates and to comply with your requirements, you accept and agree that we give no warranty as to the suitability of any candidate for any Assignment.

The candidates are self-employed and as a result, we cannot guarantee:

• that a candidate will agree to your preferred terms for an assignment

• the time, place or duration of any assignment

• continuous service delivery from the same candidate for multiple assignments, or

• the candidate’s performance of the personal care and support services.

The agreed arrangements for each assignment are determined by you and the candidate. However, while we are not involved in managing the care, we are able to provide guidance and information about how to reach an agreement with the candidate we introduce, as well as templates for contracts between you and a candidate.

3. Registration process

We will use and rely upon the information we receive from you and your registration form to determine the level of care you are likely to require, as well as to identify and introduce a suitable candidate. You must provide us with all the information that may be relevant to the care needs you require. It is your responsibility to inform us, and the candidates, of any lasting power of attorney (LPA) implications, allergies, medical needs and do not resuscitate (DNR) wishes. If you are in any doubt about whether something is relevant, you should tell us, and we will decide whether it is relevant or not.

We may (in our sole discretion) decide that:

• the services you require or request are too complex or unreasonable

• you have failed to provide sufficient information in order for us to identify and introduce a suitable candidate, and/or

• we do not have (and are unlikely to locate) suitable candidates to meet your requirements.

In circumstances where we have made no introductions and we decide that we do not have (and are unlikely to locate) suitable candidates to meet your requirements, we will refund your registration fee in full.

4. Assignments

The candidates we introduce to you are not employed by us but work on their own behalf to deliver the care you require for a set period of time, which is called an assignment. You shall notify us immediately (before the assignment starts) should you choose to engage a candidate who has been introduced to you by us. You will engage the candidate to provide services to you based on the terms agreed between you and the candidate. We will not engage the Candidate directly and you are responsible for putting in place a suitable contract for services between you and the Candidate. We may offer a template employment contract which you may use as a guide or point of reference. You must provide a copy of the contract between the Candidate and you (including any variations to that contract) to us as soon as reasonably practicable and in any event within 10 days of the commencement of the placement or the variation (as the case may be).

As a result of such engagement, you agree to pay the relevant agency fee (on-going or one-off) to us in accordance with our Pricing Guide in Appendix 1. If you engage a candidate who has been introduced by us but do not inform us within 7 days, the costs owed to us will be the reasonable administrative costs of recouping the agency fee, in addition to the usual debt interest level of 8% interest on the debt owed to us.

At your request, we may allow you to trial a candidate for a period of up to two (2) days. The trial period may only take place before an offer of employment or a contract for services is made. Once a candidate has been formally engaged, you will no longer be entitled to a trial period.

Where the one-off placement fee has already been paid, you will not be permitted to participate in a trial period. Any trial period must be agreed in advance between you and us, and prior to the one-off placement fee being agreed; otherwise, we will not recognise the trial period.

You shall be responsible for paying the candidate’s fees for the duration of the trial period at the hourly rate agreed between you and us.

If you continue to engage the candidate following the trial period, you shall be liable to pay the applicable introductory fee in accordance with the Pricing Guide (Appendix 1).

Taking breaks on live-in assignments:

We suggest that you give the candidate a two-hour break each day at a time agreed between you and the candidate. The candidate should be able to leave your home during that time.

As part of the registration process you must provide an estimate of the average daily hours of care required. Typically, the candidate stays with you throughout the day and night but is only expected to deliver the level of care work agreed during the registration process, as this is the information on which the assignment arrangements are based on. At any point, should the candidate be required to deliver care for more than agreed at the outset of the assignment, you can request that we introduce you to an additional candidate (for these extra hours of service delivery).

Assistance during the night:

It is for you to agree the arrangements with your candidate. We suggest that self-employed live-in candidates are expected to get 8 hours rest during the night, but it is not uncommon for a candidate to be woken twice during the night to deliver care. If regular waking occurs, we can introduce you to an additional candidate (for these extra hours of service delivery) if required and update your record. Alternatively, you and the candidate may amend your arrangements to cover the additional care.

5. Administrative and billing services

As part of our premium service, we handle all administrative billing in addition to introducing candidates. Our system generates invoices on behalf of each candidate (in case multiple candidates are involved in your care) and, once approved by you, automatically distributes payments to each candidate, ensuring management is effortless, accurate, and transparent. The process is:

• Automated Weekly Invoicing: Every Monday, you receive a clear, detailed payment summary showing the total itemised care costs for the previous week.
• Payment Approval: You approve the payment, ensuring transparency and control over the process.
• Instant Distribution to Candidates: Once approved, the system automatically allocates the correct payments to each candidate (in case multiple candidates are involved), as well as to the agency, eliminating delays and manual calculations.
• Secure & Efficient: The platform handles all transactions safely, ensuring candidates are paid accurately and promptly every week.

6. Fees

Registration Fee

To complete the registration process, you will pay us a one-off registration fee as set out in the Pricing Guide (Appendix 1). This fee is non-refundable and covers the costs of our initial consultation and preparation for recommending a suitable candidate.

Introductory Fees: Ongoing and One-off

Where we introduce you to a candidate and this results in you agreeing an assignment with them, you will pay us the applicable fee as set out in the Pricing Guide (Appendix 1). These fees cover:

• identification and selection of potential candidates
• verification of suitability (including DBS, references, skills, self-employment status)
• making the introduction
• sourcing replacement candidates upon request during the first 6 months of the assignment
• providing guidance on rates of pay and assignment terms
• answering general queries

• administrative and billing services

Ongoing Introductory Agency Fee

A weekly fee paid in arrears, if you prefer not to pay an upfront agency fee and wish to benefit from our administrative and billing services. See Pricing Guide (Appendix 1).

One-off Introductory Placement Fee

A single upfront fee, calculated as a percentage of the carer’s annual salary, suitable for permanent placements, where administrative and billing services are not included. See Pricing Guide (Appendix 1). Placement fees will be calculated as a percentage of the agreed gross weekly rate of the engaged candidate multiplied by 52 weeks. This is notwithstanding that the placement may be for less than one year in duration. The percentages are set out in the Pricing Guide (Appendix 1).

A permanent placement is an engagement requested by you as being permanent, with a fixed start date and no fixed end date, regardless of its duration.

You must pay us the one-off introductory placement fee referred to in our Pricing Guide (Appendix 1) within 7 days of an offer of employment or contract for services being accepted by a candidate, or by 5pm on the day before the start date of the candidate’s new position, whichever date is sooner.

7. Payment terms

Ongoing introductory agency fee payment is due to St Agatha Care upon you receiving a detailed payment summary showing the itemised care invoices from each candidate for the previous week, as stated in section 5.

If payment is late, we reserve the right to:

• for the ongoing agency fee option: notify you of the weekly sums outstanding and confirm that payment is due within 7 days of our notice or this agreement may be terminated and any introduced candidate(s) withdrawn with immediate effect;

• for the one-off placement fee option: charge reasonable interest on overdue accounts at a rate of 3% above the base interest rate set by the Bank of England

• for the one-off placement fee option: engage a third party and/or commence legal action to recover outstanding fees.

Candidates’ fees are paid directly to the candidate by you through our system (see section [8] below).

8. Candidates’ fees

The candidate will be engaged by and work directly for you. All arrangements regarding their pay (typically on a weekly basis), time off and hours worked should be made between the candidate and you, and you will pay them directly for those services through our billing system (see section [5]). Unless agreed otherwise, every Monday, you will receive a clear, detailed payment summary showing the total itemised care costs for the previous week, or at the end of the assignment if a shorter period (such as a night visit or an hourly visit). The candidate is responsible for paying and reporting their own tax and National Insurance contributions.

9. Client and representative

Only a person with a lasting power of attorney or deputyship order has legal authority to act on your behalf. However, if you do not have either a lasting power of attorney or a deputy, you can designate a representative with whom we can discuss your requirements and preferences, in confidence. You must tell us without delay if you no longer wish for us to discuss your circumstances with them. Where you and your representative have agreed that they will arrange assignments and/or make payments for our services, it is important that they understand the following: In consideration of St Agatha Care delivering the introductory, administrative and billing services to the client, the representative acknowledges and agrees to pay our fees in accordance with our payment terms in sections [6] and [7]. The representative agrees that their obligation to pay our fees is a primary obligation (not a guarantee if the client does not pay the fees) and therefore they will be obliged to pay the fees without us first having to recover the fees from the client.

We shall not be entitled to recover the same fees twice and therefore we shall not:

• be entitled to recover any fees from the representative under this contract which have already been paid by the client; or

• be entitled to recover any fees from the client which have already been paid by the representative.

10. Insurance and liability

You are responsible for ensuring the information you provide to us is sufficiently detailed, accurate and up to date. We are responsible for confirming that a candidate is suitable for an introduction, based on the information provided to us by you and your representative (including the details in your registration form), the information provided to us by the candidate (including their references) and the questions you ask about the candidate’s suitability. We verify all candidates have UK work visas and valid DBS (Disclosure and Barring Service) certification. Each candidate is self-employed and engaged directly by you. You are responsible for directing how they deliver the personal care and support services to you. St Agatha Care agency cannot accept any responsibility for any loss or damage for which you might become liable, arising from the act or omission of any candidate. You are also responsible for confirming the candidate has relevant liability insurance, and should you engage a candidate without such cover it is at your own risk.

Nothing in these terms and conditions reduces or removes your statutory rights. We will compensate you for loss or damage you may suffer if we fail to carry out duties imposed on us by law, unless that failure is attributable to: (a) your own fault; (b) act or omission of the candidate; (c) a third party unconnected with our services; or (d) events which we could not have foreseen or prevented even if we had taken all reasonable care.

When candidates introduced by St Agatha Care are working in your home, you are responsible for making sure your home environment is safe and for arranging adequate insurance to cover loss or accidental injury. You must have in place adequate public liability and occupier’s liability insurance, and employer’s liability insurance, where appropriate. Any vehicle which is required to be driven by the candidates must be appropriately maintained and insured. Before permitting such use, you agree to inspect the candidate’s driving licence to ensure that they are allowed to drive the type of vehicle concerned.

We do not employ the candidates. Up-to-date training is offered to all candidates. If you continue to engage a candidate who has not attended this training or once these expire, it would be at your discretion, though we recommend against it.

As an introductory agency, we are not required to register with the Care Quality Commission.

11. Candidate replacement guarantee

If a candidate introduced by us leaves or you choose to end their assignment for any reason within six months of the candidate’s start date, you may request a replacement introduction at no additional cost.

The following terms apply:

• A replacement request must be made in writing within six months of the candidate’s commencement date.
• We will use reasonable endeavours to introduce a suitable replacement candidate as soon as practicable, based on your updated care needs and preferences.
• Only one replacement introduction is provided at no charge under this guarantee. Subsequent replacement requests may be considered at our discretion.
• This guarantee does not entitle you to a refund of any placement or registration fees already paid.

12. Cancelling this agreement

If we (in our sole discretion):

• decide that we do not have and are unlikely to locate suitable candidates to meet your requirements; and
• we have made no introductions to you prior to making that decision;

then, we will refund the registration fee in full to you. The sum will be repaid within 14 days of confirmation of our decision, which will be provided to you in writing.

Your right to cancel within the 14-day ‘cooling off’ period

You have the right to cancel this Agreement within 14 calendar days from the date on which it is signed, without giving any reason and without incurring any penalty. To exercise this right, you must notify us clearly in writing (by post or email) within the 14-day period.

If you ask us to begin providing services, such as starting the candidate-matching and introduction process, during the 14-day cooling-off period, you acknowledge that:

• We will begin work immediately upon your request; and
• If you subsequently cancel during the cooling-off period, you will be responsible for paying a proportionate amount to cover the services we have already provided up to the date of your cancellation (for example, the registration fee and any reasonable costs of initial matching and screening work).

Once an introduction has been made and a candidate engagement agreed, you will no longer have the right to cancel under this statutory cooling-off provision.

Your right to cancel after the 14-day ‘cooling off’ period

After the 14 days of this agreement, you can cancel this agreement (for any reason) on 14 days’ written notice.

When you ask us to begin finding a suitable candidate, we incur recruitment and administrative costs in arranging and preparing the introduction, tailored to your individual care and support needs. Consequently, the registration fee is non-refundable even if we have made no introductions to you prior to your notice to terminate.

Our right to cancel

We may terminate this agreement by giving you:

• 14 days’ written notice written notice (for any reason); or

• 14 days’ written notice that we are unable to identify or introduce suitable candidates to meet your requirements.

This agreement will terminate automatically:

• if our fees remain unpaid for more than 7 days following receipt of the weekly payment summary, in which case any introduced carer(s) will be withdrawn with immediate effect;

• in the event of your death (in such circumstances, the sums payable will be the same as if you had cancelled an assignment under clause [12]); or

• where no candidate has been introduced to you for a continuous period of 24 months.

13. Data protection

We will respect your privacy and confidentiality. We will only use your personal information as set out in our privacy policy. Our privacy policy explains what data we collect, how and why we use that data as well as letting you know whether we will need to share your data with other parties (for example doctors or social workers). For further information about how St Agatha Care Ltd uses your personal information, please see our privacy notice in Privacy Policy | St Agatha Care.

14. Compliments, feedback and complaints

We actively encourage feedback from our clients, both good and bad, so we can continuously improve our services. We run regular surveys to gather feedback so you can send compliments or comments. Should you wish to provide positive or negative comments directly, contact us by email at enquiries@stagathacare.co.uk. In the case of a complaint, once the complaint has been fully investigated and dealt with by St Agatha Care, if the complainant is still not satisfied with the outcome the complainant can complain to the local government ombudsman (LGO). The LGO provides a free, independent service. You have a right to refer your complaint to the LGO if you are unhappy with the outcome of our investigation: write to: The Local Government Ombudsman, PO Box 4771, Coventry, CV4 0EH; telephone: 0300 061 0614; visit: www.lgo.org.uk/adult-social-care (there are links to an enquiry form and a complaint form on that page). The LGO will not usually investigate a complaint until the provider has had an opportunity to respond and resolve matters.

15. Miscellaneous

These terms are governed by English law, and you and we agree to the English Courts having the exclusive right to hear any dispute that may arise between us. The provisions of The Contracts (Rights of Third Parties) Act shall not apply to this agreement. Only you (or your representative where they have agreed to pay our fees) and we have any rights under this agreement. In addition, we do not need to get the agreement of any third party to amend these terms. We may vary the terms of this agreement and/or the pricing schedule from time to time. We will give you 14 days’ notice of any changes. None of the terms or conditions in this agreement reduce or remove your statutory rights as a consumer. If you have any questions about your rights under this agreement, you can contact the Citizens Advice Bureau: www.citizensadvice.org.uk

APPENDIX 1 – PRICING GUIDE

To start your search, there is a £49 standard registration fee per job or a £180 one-time client registration fee, followed by a choice between our ongoing fee option and our one-off fee option.

OPTION 1: Ongoing Introductory Fee. Payable in arrears. Includes admin and billing services

Candidate St Agatha Care Total

LIVE-IN CARE PER WEEK PER WEEK PER WEEK

FULL WEEK £1,120 - £1,300 £220 £1,340 - £1,520

WEEKEND £320 - £400 £60 £380 - £460

WEEKDAYS £800 - £900 £160 £960 - £1,060

LIVE OUT CARE PER HOUR PER DAY

3 HOURS + £15 - £20 £50

Advanced care

3 HOURS + £17 - £20 £50

NIGHT CARE PER HOUR PER NIGHT

SLEEPING £15 - £17 £50

WAKING £18 - £20 £50

Release Fee: You may retain the candidate on a private basis without our services once a stable care arrangement has been established, typically after a minimum of six months. Please get in touch for any release fee enquiries.

Candidates' fees are typically charged at double the standard rate during bank holidays

Agency fees may vary depending on the number of days and hours required and based on the complexity of the position. All fees are capped at £220 per week

OPTION 2: One-off Introductory Placement Fee. Upfront fee based on a percentage of the candidate’s annual rate. Admin and billing not included

Please note there is a minimum fee of £1300 for all permanent placements.

Replacement Guarantee

All clients using the one-off agency fee route are entitled to a replacement guarantee:

• 3 months for positions under 35 hours per week
• 6 months for positions 36 hours per week or more