Carer & Introducer Terms and Conditions.

1.1. These Terms apply between you, the individual who has registered on the Platform as a carer (referred to as "you" or "your"), and MG Live-In Care Services Limited (referred to as "we", "us" or "our").

1.2. These Terms govern:

• your access to and use of the Platform;
• the basis on which we may introduce you to Clients;
• the rights and obligations of each party under the Carer & Introducer Contract.

1.3. By registering on the Platform and accepting these Terms, you confirm that you have read, understood and agreed to be bound by them.

2.1. Our registered office address is: Midsummer Court 314, Midsummer Boulevard Central Milton Keynes, Buckinghamshire, MK9 2UB

2.2. You may contact us at any time through:

• your online Platform account;
• email at info@mglive-incareservices.co.uk; or
• telephone on 01908 73 83 45 ext. 8345.

2.3. If we need to contact you, we will normally do so using the email address associated with your Platform account. We may also contact you by post at your last known address.

2.4. Where urgent communication is required, we may contact you by telephone call, text message or WhatsApp. You consent to being contacted using these methods for operational or safeguarding reasons.

2.5. Any written notices from us to you may be provided electronically, including by email or through the Platform.

3.1. In these Terms, unless the context requires otherwise: "Client" means the person who arranges care services for the Service User. Where the Service User arranges care for themselves, that person shall be both the Client and the Service User. "Care Contract" means the self-employed carer agreement entered into directly between you and a Client, under which you agree to provide care services to the Service User. "Carer & Introducer Contract" means the contract formed between you and us when you accept these Terms, governing your use of the Platform and our role as an introductory agency. "Service User" means the individual who receives care services under a Care Contract. "Platform" means our online platform available at www.mgliveincareservices.co.uk, including any associated systems, applications or tools.

3.2. Headings are included for convenience only and do not affect interpretation.

3.3. Words in the singular include the plural and vice versa. References to any statute include amendments or re-enactments.

4.1. A legally binding Carer & Introducer Contract is formed when you complete registration on the Platform and accept these Terms.

4.2. The Carer & Introducer Contract will remain in force unless and until:

• you delete your Platform account;
• we cease operating the Platform; or
• the contract is terminated earlier in accordance with clause 21.

4.3. We are not a party to, and accept no responsibility for, any Care Contract entered into between you and a Client.

4.4. Nothing in these Terms creates an employment relationship between you and us. You operate as an independent, self-employed contractor at all times.

5.1. Following your registration, we will commence our onboarding and vetting process. You agree to cooperate fully, promptly and honestly throughout this process.

5.2. As part of onboarding, you may be required to provide information and documentation including, but not limited to:

• valid photographic identification;
• proof of your residential address;
• confirmation of your identity and your legal right to live and work in the United Kingdom;
• evidence of relevant qualifications, training or experience, where applicable; and
• confirmation that you have passed a Disclosure and Barring Service (DBS) check within the previous three years.

5.3. We reserve the right to request updated or additional documentation at any time in order to comply with legal, regulatory or safeguarding obligations.

5.4. You will not be listed on the Platform, nor eligible for introductions to Clients, until all onboarding requirements have been completed to our satisfaction.

5.5. Clients or prospective Clients may request copies of certain onboarding documentation. We will only disclose such documentation with your prior consent.

6.1. We operate as an introductory agency in accordance with Care Quality Commission guidance. We introduce Clients to independent carers through the MG Platform.

6.2. We are not an employment agency, care agency or home care provider. We do not control:

• the manner in which care services are provided;
• the content of care plans;
• your working hours or rotas; or
• the day-to-day delivery of care services.

6.3. From time to time, Clients may request introductions to carers to provide in-home care services to a Service User. In some cases, the Client and Service User may be the same individual.

6.4. We will use reasonable efforts to notify you of suitable opportunities, which may include details of:

• the Service User's general location;
• care needs and preferences;
• expected duration or working pattern; and
• the proposed fee structure.

6.5. Once your details have been shared with a Client, the Client will decide whether to proceed with an introduction. You and the Client must then independently decide whether to enter into a Care Contract.

6.6. We do not independently verify information supplied by Clients and accept no liability if such information is inaccurate, incomplete or misleading. You are responsible for carrying out your own reasonable checks before entering into a Care Contract.

6.7. You are under no obligation to accept any assignment. If you do accept an assignment, you must do so using our standard Care Contract template and must not enter into alternative arrangements intended to avoid payment of our commission, unless a placement fee has been paid. Please see the CQC guidance for a full explanation: https://www.cqc.org.uk/guidance-providers/registration/personal-care-ongoing role-introductory-agencies-individual-care.

6.8. We may introduce more than one prospective carer to a Client for the same assignment. Final selection rests entirely with the Client.

6.9. We do not guarantee that registering on the Platform will result in work or a minimum level of assignments.

6.10. As the end of the assignment, the Care Contract will come to an end. If the Client renews the assignment with you then you will need to enter into another Care Contract covering the renewed period. We will notify you of the availability of repeat assignments unless the Client has asked us not to (for example, because the Client did not think you were a good fit).

7.1. You acknowledge that Clients and Service Users rely on predictable, continuous and planned care services. Unreasonable cancellations without a good reason may cause distress and inconvenience. You could also be exposed to criminal and/or civil liability.

7.2. You agree to use reasonable efforts to give advance notice if you need to cancel an assignment. What constitutes reasonable notice will depend on the circumstances. As guidance, 14 days' notice is generally considered reasonable where an assignment has not yet commenced.

7.3. In certain circumstances, it may be reasonable to give shorter notice or no notice, including where safeguarding or personal safety concerns arise.

7.4. If a Care Contract is cancelled or terminated by either you or the Client, you must notify us immediately so that our records can be updated.

8.1. Fees under each Care Contract must be calculated on an hourly or daily basis and agreed in advance between you and the Client.

8.2. Fees should not change during the course of a Care Contract.

8.3. Additional services require a separate Care Contract and may be charged at different rates.

8.4. To vary agreed rates for ongoing services, the existing Care Contract must be terminated and a new Care Contract entered into.

8.5. Where a Client chooses to engage or employ you directly outside the Platform, the Client will be required to pay us a non-refundable fee equivalent to 30 weeks of our average commission. You must not assist the Client in attempting to avoid this obligation.

9.1. You may only receive payment from a Client in respect of:

• fees agreed under the relevant Care Contract; and
• expenses that have been pre-approved.

9.2. We will invoice the Client for your fees, applicable VAT and approved expenses. Payment must be received before the assignment commences.

9.3. Once payment has been received from the Client, we will pay your fees and approved expenses directly to you.

9.4. We are not responsible for late payment or non-payment by Clients.

9.5. You agree to provide prompt assistance if a Client raises any queries regarding invoices or hours worked.

9.6. If you receive any overpayment, you agree to repay the overpaid amount immediately upon request.

10.1. You must not introduce any other carers, whether registered on the Platform or not, to a Client or Service User without our prior written consent.

10.2. Any breach of this obligation will render you fully liable for all losses, damages and costs incurred by us as a result, including loss of revenue, payable immediately upon demand.

11.1. You agree to comply at all times with all policies, procedures and guidelines issued by us, as updated from time to time, including those made available through the Platform.

11.2. When performing your obligations under the Carer & Introducer Contract and any Care Contract, you must comply with all applicable laws, regulations and professional standards. This includes, without limitation, legislation relating to care standards, safeguarding, health and safety, and data protection.

11.3. Without limitation, you confirm that you will comply with the Care Standards Act 2006, the Care Act 2015, the Safeguarding Vulnerable Groups Act 2006, and the Protection of Vulnerable Groups (Scotland) Act 2007, where applicable.

11.4. You represent and warrant that neither you nor any member of your household:

• has been arrested, investigated, charged or subject to any criminal or civil proceedings involving violence, abuse, neglect, theft, fraud, dishonesty, professional negligence or illicit drugs; or
• has ever been listed on the sex offenders' register or any similar register.

11.5. If at any time you are unable to give the representations set out in clause 11.4, you must notify us immediately.

12.1. You warrant and represent that all information you provide to us, whether during registration or at any later time, is accurate, complete and not misleading. Any breach of this clause shall constitute a material breach.

12.2. You must at all times:

• be at least 18 years of age;
• maintain appropriate and valid insurance to enable you to work in a Service User's home;
• cooperate fully and promptly with any reasonable requests we make in connection with the Carer & Introducer Contract;
• comply with all applicable laws and regulations;
• perform your obligations diligently, professionally and in a timely manner; and
• obtain and maintain all licences, approvals, consents and permissions required to perform your obligations.

12.3. As a self-employed contractor, you are solely responsible for the payment of all income tax, National Insurance contributions and any other taxes or contributions arising from payments you receive.

12.4. For the avoidance of doubt, you are not entitled to holiday pay, sick pay or any other employment-related benefits from us.

13.1. We shall perform our obligations under the Carer & Introducer Contract with reasonable care and skill.

13.2. We will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, excluding public holidays, subject to:

• planned maintenance, where we will endeavour to give reasonable advance notice; and
• unplanned maintenance or emergency situations where advance notice is not practicable.

13.3. We warrant that we hold and will maintain all licences, consents and permissions necessary to perform our obligations.

13.4. Nothing in the Carer & Introducer Contract prevents us from entering into similar agreements with third parties.

14.1. You will be provided with a single login linked to your registered email address. You may update your email address through the Platform.

14.2. You must keep your login details confidential and take reasonable steps to prevent unauthorized access to your account.

14.3. We may suspend your account or require a password reset if we reasonably believe your account has been compromised or misused.

14.4. You are solely responsible for the legality, accuracy, reliability and completeness of all content you upload to the Platform.

14.5. You must not:

• copy, modify, duplicate or create derivative works from the Platform;
• reverse engineer, decompile or disassemble the Platform;
• access the Platform to create a competing product or service;
• licence, sell or make the Platform available to third parties;
• introduce viruses or vulnerabilities into our systems; or
• assist any third party in unauthorized access to the Platform.

14.6. We may remove any content from the Platform that we reasonably consider to be inaccurate, misleading or inappropriate.

14.7. We do not warrant that the Platform will be uninterrupted, error-free or free from vulnerabilities.

15.1. All intellectual property rights in the Platform and related documentation are owned by us or our licensors.

15.2. Except as expressly stated, no rights or licences are granted to you in respect of such intellectual property.

16.1. We process personal data as a data controller in accordance with our Privacy Policy, which forms part of these Terms.

17.1. Each party agrees to keep confidential all information relating to the business, affairs, clients or suppliers of the other party.

17.2. This obligation applies during the term of the Carer & Introducer Contract and for five years after termination.

17.3. Confidential information may be disclosed where required by law or to professional advisers who are subject to confidentiality obligations.

17.4. Confidential information must only be used to perform obligations under the Carer & Introducer Contract or to safeguard Service Users.

18.1. We may receive feedback, testimonials or reviews from Clients and Service Users regarding your services.

18.2. Unless you opt out via the Platform, we may publish such reviews and use your profile information for marketing and promotional purposes.

19.1. You agree to indemnify and hold us harmless against all claims, losses, damages, costs and expenses arising from:

• your breach or non-performance of the Carer & Introducer Contract; or
• the enforcement of the Carer & Introducer Contract.

20.1. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation. And the Platform and the Documentation are provided to you on an "as is" basis.

20.2. Subject to clause 20.1, all warranties and conditions implied by law are excluded to the fullest extent permitted.

20.3. We shall not be liable for any indirect, consequential or economic losses, including loss of profit, business or goodwill.

20.4. Our total aggregate liability arising under the Carer & Introducer Contract shall be limited to the commission received from assignments paid in the six months preceding the claim.

21.1. You may terminate the Carer & Introducer Contract by giving us 14 days' written notice, subject to all outstanding amounts being paid and no ongoing disputes.

21.2. You may terminate immediately if we materially breach the contract and fail to remedy (if it is capable of remedy) the breach within 60 days of written notice.

21.3. We may terminate the contract by giving you 14 days' written notice, or immediately in the event of a material breach.

21.4. Either party may terminate immediately if the other becomes insolvent or subject to insolvency proceedings.

21.5. We may suspend your Platform account while investigating any breach or concern.

22.1. Upon termination of contract with us, your Platform account will be closed and you will have no further right to use the Platform.

23.1. Interpretation rules set out in these Terms apply throughout the Carer & Introducer Contract.

23.2. We may update these Terms from time to time by providing notice in writing.

23.3. You may not assign or transfer your rights under the Carer & Introducer Contract.

23.4. We shall not be liable for failure or delay caused by events beyond our reasonable control.

23.5. No variation of these Terms shall be effective unless made in writing and signed by an authorized representative.

23.6. If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in force.

23.7. These Terms constitute the entire agreement between you and us and supersede all prior agreements.

23.8. Nothing in these Terms creates a partnership or agency relationship.

23.9. No third party has rights under the Contracts (Rights of Third Parties) Act 1999.

23.10. These Terms and any disputes arising from them shall be governed by and construed in accordance with the law of England and Wales.