1.1. By Life Ltd is pleased to provide this Service, as set out below in clause 3.1, to organisations within the UK’s health and care services sector (“you” or “your”), based on the below terms of business.
1.2. Company details. By Life Ltd (company number 11970278) (“we”, “us” and “our”) is a company registered in England and Wales and our registered office is at 1 Gaskell Road, Highgate, London, England, N6 4DX. Niche Nurses is a trading name of By Life Ltd and we operate the website www.nichenurses.com (the “Website”).
1.3. Contacting us. To contact us, email us at [email protected] Details of how to give us formal notice of any matter under the Contract are set out in 15.
1.4. On registering for an account to use the Website or the Services (an “Account”) and clicking to accept the Terms of Business when prompted on the Site, you accept and agree to be bound by these Terms of Business.
2.1. Our contract. These terms and conditions (“Terms”) apply to the recruitment by you of any qualified individual who has registered with us and is available for work as a care professional in the UK (a “Nurse”) and the supply of Services by us to you (“Contract”). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3. Language. These Terms and the Contract are made only in the English language.
2.4. Your copy. You should retain a copy of these Terms for future reference.
3.1. We will provide you with access to engage with one or more suitable Nurses (each an “Appointment”). We will provide qualification checks on each Nurse and confirm whether they are registered with:
3.1.1. the Nursing and Midwifery Council (NMC); or
3.1.2. the International Council of Nurses (ICN),
and we will highlight any result on the relevant Nurses Account so that it is visible to you. However, we do not guarantee, warrant or make any representations regarding the reliability, quality or fitness of any individual Nurse. You acknowledge that it is your sole responsibility to determine whether a Nurse is appropriately qualified and/or experienced for the position you are seeking to fill.
3.2.1. You may access the Website at any time to:
188.8.131.52. set up and edit an Account;
184.108.40.206. post a job vacancy in respect of an Appointment;
220.127.116.11. view the Account of any Nurse;
18.104.22.168. manage job vacancies;
22.214.171.124. leave feedback in respect of any Appointment; and
126.96.36.199. contact any Nurse.
3.2.2. Any Nurse may access the Website at any time to:
188.8.131.52. set up and edit an Account;
184.108.40.206. search for, view and apply for any job Vacancies;
220.127.116.11. view your Account; and
18.104.22.168. leave feedback in respect of their experience with you.
3.3. Engaging a Nurse. Following receipt of any response from a Nurse to any job vacancy posted by you, please follow the onscreen prompts to engage with a Nurse. You agree that you will only engage with a Nurse using the method set out on the site. Each engagement is an offer by you to employ the services of each individual Nurse specified in the order subject to these Terms.
3.4. Nurses Fees. You shall agree with the relevant Nurse a fee, on an hourly basis, following the onscreen prompts. You shall also agree with the relevant Nurse specific milestones within any Appointment on which payment shall be released by us to the relevant Nurse, for example weekly/monthly/on completion of the Appointment etc. (a “Milestone”).
3.5. Accepting your offer. Acceptance of your offer of Appointment takes place when the individual Nurse accepts the Appointment in writing (“Acceptance”), at which point and on which date (“Commencement Date”) the Contract between you and us will come into existence. The Contract will relate only to the Appointment confirmed in the Acceptance.
3.6. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
3.7. We warrant to you that the Services will be provided:
3.7.1. using reasonable care and skill; and
3.7.2. in all material respects in accordance with the specification for the Services appearing on our website at the time of your receipt of an Acceptance.
3.8. We do not make any representations or provide any guarantees about, and we shall not be responsible for, the quality, safety or right to work (including any relevant work permits or exit clearance certificates) of any Nurse, or their respective qualifications or backgrounds.
3.9. We reserve the right to amend the specification of the Services from time to time for example where necessary to reflect any changes in law or regulatory requirements.
4.1. In consideration of us providing the Services, both you agree to pay our charges (“Charges”) in accordance with this clause 4.
4.2. The Charges are calculated as twenty percent (20%) of the price quoted by the individual Nurses within our network on our site at the time you arrange each Appointment, in accordance with clause 3.4.
4.3. [You may not change the scope of the Appointment after you have received your Acceptance.] Any further Appointment should be agreed separately by engaging the respective Nurses through this Website.
4.4. [All Charges payable to us are exclusive of VAT, and you shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice and shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).]
4.5. We may suspend all or part of the Services until payment is received.
4.6. Payment of the Nurse’s Fees and our Charges (together the “Service Fees”) shall be payable prior to any Nurse commencing an Appointment.
4.7. We only accept payment of the Service Fees using PayPal or Stripe.
4.8. The Service Fees shall be held by us in an escrow account which shall only be released as follows:
4.8.1. in relation to the Nurses Fees, in accordance with any Milestones which have been agreed between you and the Nurse prior to Acceptance; and
4.8.2. in relation to our Charges, on completion of the Appointment.
4.9. You agree that once payment is made, the Service Fees shall be non-refundable except as follows:
4.9.1. where an individual Nurse does not attend an Appointment pursuant to their Acceptance; or
4.9.2. where an individual Nurse does not complete an Appointment,
and in such instances, only the Nurse’s Fee shall be refunded.
5.1. You may cancel the Services at any point up until the point at which payment of the Service Fees has been deposited. You cannot cancel the Contract once we have received the Service Fees. To cancel the Contract, you must notify us by email at [email protected] We will email you to confirm we have received your cancellation.
6.1. You agree that we shall not be responsible for and shall have no involvement in any disputes between you and any Nurse that arise out of or in relation to any Appointment with the relevant Nurse.
7.1. It is your responsibility to ensure that:
7.1.1. the terms of your Appointment are complete and accurate;
7.1.2. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
7.1.3. you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
7.1.4. you comply with all applicable laws.
7.2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in 7.1, then, without prejudice to any other right or remedy we may have, we shall be allowed an extension of time to perform our obligations equal to the delay caused by you.
8.1. All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
8.2. We agree to grant you a fully paid-up, worldwide, non-exclusive, non-transferable licence during the term of the Contract to access our Service for the sole purpose of receiving and using the Services for your own internal business purposes only for the recruitment of Nurses into the UK’s health and care services sector. You may not sub-license, assign or otherwise transfer the rights granted in this 8.2.
8.3. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
9.1. We will only use any personal data for the purpose of providing our Service. For full details on how we use personal data please refer to privacy notice.
10.1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
10.1.1. death or personal injury caused by negligence;
10.1.2. fraud or fraudulent misrepresentation; and
10.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2. Subject to 10.1, the maximum liability for either party under a Contract for any loss or damage, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with use of, or inability to use the Website shall in not exceed the total amount paid or payable by you under that Contract.
10.3. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.4. This clause 11 will survive termination of the Contract.
11.1. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
11.1.1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 28 days of you being notified in writing to do so;
11.1.2. you repeatedly breach any of these Terms in such a manner as to reasonably justify the opinion that your conduct is inconsistent with your having the intention or ability to abide by the terms of the Contract;
11.1.3. you fail to pay any amount due under the Contract on the due date for payment;
11.1.4. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
11.1.5. you are subject to any event or proceeding in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clause11.1.4; or
11.1.6. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
11.2. Termination of the Contract will not affect any of your or our rights and remedies that have accrued as at termination.
11.3. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
12.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (an “Event Outside Our Control”).
12.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
12.2.1. we will contact you as soon as reasonably possible to notify you; and
12.2.2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
12.3. You may by notice to us in writing cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
13.1. You agree not to solicit, procure or attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
14.1. When we refer to "in writing" in these Terms, this includes email.
14.2. Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
14.3. A notice or other communication will be deemed to have been received:
14.3.1. if delivered personally or on signature of a delivery receipt;
14.3.2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
14.3.3. if sent by email, at 9.00 am the next working day after transmission.
14.4. 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 email, that such email was sent to the specified email address of the addressee.
14.5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
15.1. Assignment and transfer
We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens. You may only assign or transfer your rights or your obligations under the Contract to another person with our written consent, such consent not to unreasonably withheld or delayed.
15.2. Variation. Subject to clause 3.9, no variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.3. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.4. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this Clause 16.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
15.6. Governing law and jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.