Elder Technologies Limited: Independent Care Provider (ICP) Agreement

Parties to this Agreement

This agreement (the “Agreement” ) is between Elder Technologies Limited, a company incorporated under the Companies Acts, registration number 09803204, and having its registered office at Level 1, 230 City Road, London, EC1V 2TT (“Elder”), and You (the “Self Employed Carer”), who are both the parties to this Agreement (“Parties”).

DEFINITIONS

Agreement means this Agreement, including  these terms and conditions, Terms of Use of the Elder Platform, and Elder Privacy Policy 

Booking Fee means portion of Placement Rate paid by the Customer, retained by Elder, equivalent to the difference between Placement Rate and Service Fee

Care Appraisal or Care Assessment means the document containing information completed by the Customer for and on behalf of the Care Recipient, detailing the level of care support required from Self Employed Carer, and Care Recipient’s medical conditions, medication and any other needs reflected in the provision of care by Self Employed Carer on the Placement

Care Plan means the plan of Placement care to be provided by the Self Employed Carer during the Placement, and to be agreed between the Self Employed Carer, Customer and Care Recipient

Care Recipient means the recipient of care on any Placement

Carer Loyalty Programme means the loyalty programme provided by Elder for Self Employed Carers or any such other programme provided by Elder Platform

Compatible Mobile Device or CMD means a smartphone equipped with access to the Elder Platform

Customer means someone who accesses the Elder Platform to engage with Self Employed Carers to attend a Placement

Elder means Elder Technologies Limited

Elder Platform means the web-based and mobile application-based portal through which Customers may connect with Self Employed Carers to arrange a Placement

Effective Date of Termination means fourteen (14) days after the Termination Notice has been served on the receiving Party, or the immediate day if termination is within the Trial period, or such other date as provided for in this Agreement

Expected Standards of Behaviour or ESB are the standards set by Elder, agreed to by You, and published on the Elder Hub,  as modified by Elder at its sole discretion from time to time.

Feedback means information requested from the Customer by Elder regarding the provision of the Services

Self Employed Carer means Independent Care Provider, for the purposes of this Agreement, You as someone who provides the care during a Placement

Live in Care means a Placement where an Self Employed Carer resides with the Customer or Care Recipient for the duration of the Placement

Live out Care means a Placement where the Self Employed Carer resides elsewhere, other than the Customer or the Care Recipient’s home, for the duration of the Placement

Visiting Care means a flexible placement at the Customers request.

Notice means all notices, requests, consents, claims, demands, waivers and other communications included in this Agreement

Notice Period means fourteen (14) days for both Parties, unless termination is within the Trial Period, or there is material breach of this Agreement

Personal Data means any information relating to an identified or identifiable natural person

Placement means in-home care provided by Self Employed Carers

Placement Rate means the money paid by the Customer to Elder for the performance of Placement, made up of the Service Fee directly paid to the self employed carer for the Service and Booking Fee paid to Elder for the platform. 

Privacy Policy means the document found at https://www.elder.org/privacy/

Elder Hub means Elder’s Self Employed Carer mobile application

Services means access to the Site or any other website, networks, embeddable widgets, downloadable software, mobile applications including tablet computer applications (each ‘App’), features, messages such as emails that we may send You, and any other services, whether online or offline, owned or operated for or on behalf of Elder from time to time

Service Fee means the fee to which Self Employed Carer becomes entitled upon completion of any Placement

Site means the website operated by Elder and currently located at www.elder.org, as it may be updated, relocated, or otherwise modified from time to time, and includes any and all information, text, images, and other materials and content appearing on or incorporated into that website. 

Terms means these terms and conditions, this Agreement, and any Elder terms and conditions as updated from time to time on Elder’s Site, or other platforms which govern your use of the Service

Trial Period means the initial promotional period offered at Elder’s discretion to the Customer. The duration of the Trial Period may vary and is subject to change by Elder at any time. During this period, the Customer has the opportunity to try the Service and may terminate the Placement at any time without providing notice. In such cases, termination will take immediate effect, and the Self Employed Carer will only be compensated for the care services actually provided. The 14-day notice period does not apply if the Customer cancels within the Trial Period.

You means you, the Self Employed Carer, contracting with Elder and providing  the care on any Placement

By accessing Elder’s Site, and by providing the Services, You agree and confirm:

that you have read, understood, and agree to be bound by this Agreement and any Elder Terms and Conditions of Service (the “Terms” or “Terms and Conditions of Service”) as updated from time to time on Elder’s website or other platforms, which govern your use of the Service; 

you may use the App and the Service only as set forth in this Agreement; and

acknowledge that you have read and understood the content of our privacy policy (available at https://www.elder.org/carer-privacy/), as updated from time to time.

1. GENERAL PROVISIONS 

1.1 Background Statement

For the purposes of the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended), Elder operates as an employment agency. Elder introduces self-employed carers to clients seeking care services but does not employ carers, nor does it supervise or direct the manner in which care services are delivered. You acknowledge that you are engaged on a self-employed basis and are responsible for your own tax, insurance, and compliance obligations.

By confirming your acceptance of this Agreement, Elder and Self Employed Carer agree that Self Employed Carer will provide these Services to any Customer strictly as a Self Employed Carer, and in no other capacity.

Once the Customer has engaged a Self Employed Carer to provide the Placement, that Self Employed Carer is directly engaged by and working for the Customer in a self-employed capacity. The Self Employed Carer does not work for or on behalf of Elder.

Elder does not provide the Placement described in this Agreement and does not employ individuals to undertake the Placement. Elder’s role is the provision of the technology platform as a referral tool for Customers and Self Employed Carers, to undertake Self Employed Carer onboarding processes, and to facilitate payments from Customers to Self Employed Carers.

1.2 Requirements of Self Employed Carer Access to the Elder Platform and Terms of Use

Before receiving access to the Elder Platform, the Self Employed Carer must also review and agree to the Terms of Use of the Elder Platform which form part of this Agreement,  and which the Self Employed Carer agrees and accepts.  

To the extent the Terms of Use of the Elder Platform are inconsistent with this Agreement, the terms of this Agreement shall be preferred. 

From time to time, in their sole and complete discretion, Customers will post Placements through the Elder Platform, setting forth the nature of the Placement required by the Customer. Placements posted will be offered to the Self Employed Carers on the Site.

Subject only to the limitation contained in paragraph 9.1 of this Agreement, the Self Employed Carer is not obliged to review the Placements posted or select any Placements by any Customer at any time. 

Once a Self Employed Carer’s application to a Placement is successful, the Elder Platform will confirm the Placement has been booked by the Self Employed Carer and confirmed by the Customer. 

1.3 Contract for Placement

Once a Placement is booked, and the Self Employed Carer provides to the satisfaction of Elder a copy of their DBS, PVG or other similar documentation, and any other information or documentation requested by the Customer or by Elder on behalf of the Customer a contract is formed directly between the Customer and You, the Self Employed Carer, for You to complete the Placement. 

At the stage that that contract is formed, You are working directly for the Customer.

By confirming your acceptance of this Agreement, You hereby appoint Elder to be your agent solely for the purposes of entering into such a contract with the Customer on your behalf. 

You, the Self Employed Carer, agrees that Your name and phone number and any relevant documentation or information may be provided or made available to Customer by Elder (or to any associated entity on Customer’s or Elder’s behalf) after the Placement is booked. 

Once a Placement is confirmed, You, the Self Employed Carer agrees that Elder can share their contact details and other relevant documentation or information with any relevant third parties. As required, You will also be provided with the contact number for any current or proximate Self Employed Carers at the Placement and vice versa.

1.4 Non-Exclusive Usage

Elder recognises that the Self Employed Carer is working in a self-employed capacity, and is free to carry out their own business during the currency of this Agreement. Subject to the Expected Behaviours set out in clause 2.1 below, the Self Employed Carer shall be under no obligation or expectation at any point to accept any Placement that is proposed or posted. 

1.5 Restrictions on Engaging with Introduced Customers

The Self Employed Carer recognises and agrees that by engaging with the Elder platform You will be introduced to Customers and Care Recipients and that there is a commercial value in the business relationships which Elder has or may have in relation to those Customers and Care Recipients, and that Elder has a legitimate business interest in protecting those business relationships. 

You agree that You will not engage in any way other than through Elder (whether directly or indirectly and whether on your own account or through a third party) with any Customer or Care Recipient whose details were provided or made available to You through the Elder platform, save only any Customers or Care Recipients with whom You can demonstrate at the time of first Placement (and as may be requested by Elder at any time) that You had a prior commercial relationship before any introduction was made by Elder.

1.6 Feedback from Customers

You agree that any Feedback received by Elder from Customers or Care Recipients regarding any Placement may be shared with any third party, or used in any marketing, advertising or other media, in anonymised form and without Self Employed Carer’s further additional consent.

2. THE PLACEMENT

You shall be eligible to apply to Placements that You are qualified to provide through the Elder Platform. 

2.1 Expected Standards of Behaviour

You and Elder recognise that whilst Elder is introducing the Self Employed Carer to the Customer, the direct relationship is between the Self Employed Carer and the Customer, not the Self Employed Carer and Elder. 

The Self Employed Carer’s obligations to perform the Placement professionally, diligently and to a standard of care to be expected of a suitably qualified and competent Self Employed Carer are owed to the Customer and Care Recipient (and any of their designated associates) and are ultimately a matter between the Self Employed Carer and the Customer.

You agree that Elder’s reputation may be damaged if You act inappropriately or to a poor standard during any Placement. You agree to be bound by Elder’s ESB at all times during Placements as may be updated or changed by Elder from time to time. If Elder is not satisfied that an Self Employed Carer is meeting any or all of the ESB, then Elder reserves the right not to offer that Self Employed Carer access to further Placements and/or to terminate this Agreement with the Self Employed Carer with immediate effect. 

The Self Employed Carer agrees not to accept any gifts, material or monetary, offered to them by the Customer (or associates), and that doing so will be considered an abuse of their position and a breach of the Expected Standards of Behaviour which may result in termination of this Agreement. 

The Self Employed Carer agrees not to use the Customer’s or Care Recipient’s address as the Self Employed Carer’s permanent address or residence, save with the Customer’s express permission in writing to do so, which permission must be set out in writing by the Customer, and sent directly to Elder at [email protected]

2.2 Placement Completion

To ensure that the Elder Platform remains a reliable source of Placements and to ensure all Self Employed Carers are able to access available Placements, once an Self Employed Carer has been awarded a Placement, the Self Employed Carer is expected to complete that Placement within the timeframe specified by, and to the satisfaction of, the Customer. Any failure to do so without good reason would be seen as a significant breach of the ESB and may result in termination of this Agreement in accordance with clause 9. 

Once the Placement has started, You may not cancel the Placement without advance notice of at least fourteen (14) days to be provided to the Customer and Elder (“Notice Period”), except in the case of an unavoidable emergency, in which case, You shall notify Customer and Elder as soon as practicable.

 At Elder’s sole discretion, cancellation by the Self Employed Carer which is less than the Notice Period may also result in termination of this Agreement in accordance with clause 9.

You, the Self Employed Carer understands and agrees that Your failure without good reason to complete a Placement in accordance with Customer’s specifications and satisfaction after You have applied for and been accepted on that Placement using the Elder Platform is a serious breach of the ESB likely to result in no further Placements being offered and/or the termination of this Agreement.

In the event that You, the Self Employed Carer cancels the Placement either within or outside the Notice Period and the Customer declines any reschedule You may have proposed, Elder shall have the right to make the cancelled Placement available again on the Elder Platform.

2.3 Termination of placement by Customer

The Self Employed Carer recognises and acknowledges that any Placement may be cancelled by a Customer or Care Recipient at any time with immediate effect and without any Notice Period. If the Placement is cancelled in that manner, the Self Employed Carer will receive no payment after the date of cancellation.

ESB includes that the Self Employed Carer should act professionally and appropriately in the event that such notice of termination is given. You agree to take all of your personal belongings with You when you leave the Placement property.

In the event that the request to terminate is made through Elder, any notification by Elder to the Self Employed Carer that the placement is terminating shall be deemed to be notification given on behalf of the Customer.

2.4 Access to Elder Platform

Elder reserves the right to deactivate the Self Employed Carer’s access to the Elder Platform at any time and for any reason.

2.5 No Control

ESB by Self Employed Carers are expected by Elder at all times. Elder shall not otherwise control or have any right to control the manner or means by which You, the Self Employed Carer performs the Placement.  

You, the Self Employed Carer shall be responsible for, and shall indemnify and hold Elder harmless for any claims, suits, or actions related to this provision, including any such claims brought by Self Employed Carer or by any third party with respect to any claims for taxes or contributions, including penalties and interest.

2.6 Suitability and Capability for Placements

You, the Self Employed Carer acknowledges that multiple different types of Placements are offered through the Elder Platform. 

The Self Employed Carer acknowledges that Elder may at its sole discretion conduct a background check and interview the Self Employed Carer at the time of onboarding to ensure the Self Employed Carer is suitable and capable to complete Placements through the Elder Platform and also accepts and agrees to only accept and complete Placements in respect of which the Self Employed Carer has all relevant experience and any qualifications required in order to perform the Placement safely and as required.

The Self Employed Carer hereby undertakes and agrees that the Self Employed Carer will exhibit all and any Right to Work, references, driving licences, passports, visas and other documents as required by Elder, and further warrants that all documents are valid, current and accurate at the time they are produced to Elder.

2.7A Live-in Care

The Self Employed Carer may complete Live-in Care Placements through the Elder Platform. Live-in Care Placements necessitate moving into the home of the Care Recipient for a set period of time and then being on rotation with another Self Employed Carer. The Self Employed Carer will be provided with their own room within the Care Recipient’s house for the duration of the Placement Services as a Live-in Self Employed Carer.

During a Live-in Care Placement, the Self Employed Carer is expected to be available on site in case of any and all urgent matters including emergencies. Self Employed Carers will not be expected to be working throughout the Placement, and Self Employed Carer will be able to enjoy their own leisure when not carrying out specific required tasks. 

It is expected that the Self Employed Carer will not ordinarily be called upon by the Care Recipient more than two times during the night, unless there were some pre-agreed care needs or unless there happened to be an emergency or unforeseen incident, requiring assistance from Self Employed Carer.

The precise tasks to be carried out within a Placement should be agreed between the Self Employed Carer and the Care Recipient at the start of the Placement and evidenced in the Care Appraisal, and throughout the Placement as needs change.  Elder encourages Self Employed Carers to develop a Care Plan with the Care Recipient and/or Customer. In general the typical tasks that may be required are care services, emergency care, assistance with cooking, cleaning or household chores, shopping, assisting the Care Recipient with travel to sites/events. Please see the attached (https://www.elder.org/documentation/carer-standards/) that sets out what tasks may typically be expected (although note that this is guidance only and it will depend on what the Self Employed Carer agrees with the Care Recipient).

In the event that the Care Appraisal is not an accurate summary of the care needed by the Care Recipient on the Placement, the Self Employed Carer will contact the Customer in person or through the platform to ask that the Care Appraisal be updated.

 2.7B Live-out Care/Visiting Care

The Self Employed Carer may complete Live-out Care Placements through the Elder Platform. Live-out Care Placements do not require the Self Employed Carer to move into the home of the Care Recipient. The Self Employed Carer will complete Live-out Care Placements for a set period of time directly with and for the Customer and for the Care Recipient, for a number of designated hours per day (on an agreed basis directly with Customer) and by being on rotation with other Self Employed Carers. 

The precise tasks to be carried out within a Placement should be agreed between the Self Employed Carer and the Care Recipient at the start and throughout the Placement as care needs change. Elder encourages Self Employed Carers to liaise with Customers and Care Recipients to develop a Care Plan. 

Please see the attached guidance (https://www.elder.org/documentation/carer-standards/) that sets out what tasks may typically be expected (although note that this is guidance only and it will depend on what the Self Employed Carer agrees with the Customer and Care Recipient).

In the event that the Care Appraisal is not an accurate summary of the care needed by the Care Recipient on the Placement, the Self Employed Carer will contact the Customer in person or through the platform to ask that the Care Appraisal be updated.

2.8 Daily Average Hours

Attached guidance (https://www.elder.org/documentation/carer-standards/) sets out hourly average estimates for and Placement.

By confirming your acceptance of this Agreement, You agree that this is a fair estimated average number of hours for any Placement you accept. If, having started a Placement, You think that the daily average is not appropriate for that Placement, You will let the Customer know as soon as possible, and let Elder know so that a review may be carried out by Elder with the Care Recipient. 

Any exceptions to this guidance estimate will be included in the Care Appraisal. 

Please note that any Placement Rate is based on a daily 24 hour period worked by the Self Employed Carer in the Placement, and may include some night work.

Self Employed Carer undertakes to confirm the extent of any night work with Customer and care Recipient before Placement starts, and to update the Customer and Care Appraisal with any changes to the night work requirement as needed.

2.9 Accommodation provided

You understand that (if upon moving into the Care Recipient’s home for the purpose of Placement) You are not entitled through this Agreement to any property or possessions of the Customer or Care Recipient.

Unless with the express written agreement from the Customer (which must be communicated by the Customer in writing to Elder) You undertake not to use the Placement address as your principal address or for any purpose other than the performance of the Placement.

The Self Employed Carer accepts that any accommodation being provided is provided for the purposes of the Placement and that any right to stay in the accommodation is not a tenancy, and that right shall cease automatically when the Placement ceases. The accommodation will be a room within the Customer or Care Recipient’s home and the Self Employed Carer will not have the legal right to exclude permanently the Customer or Care Recipient from that room or hold exclusive possession of the room at law.

3. FEES

3.1 Fees

The Customer shall pay for completed Placements through the Elder Platform at the rates quoted by Elder, which are determined based on the stated parameters of each Placement (the “Placement Rate”).

Each Placement offered to a Self-Employed Carer on the Platform will include a “Service Fee”, which represents the maximum amount the Self-Employed Carer is entitled to receive weekly, in arrears, for the duration of the Placement. This rate is inclusive of any access to additional non-chargeable services offered by Elder (including participation in Elder’s Carer Loyalty Programme), all of which are funded by the Customer as part of the Placement Rate. Self-Employed Carers may agree to a lower Service Fee directly with the Customer, at their discretion.

By accepting this Agreement, You acknowledge that the Booking Fee forms part of the overall Placement Rate payable by the Customer, and is retained by Elder in consideration for platform maintenance, customer support, trust and safety measures, and administrative support. For the avoidance of doubt, the Booking Fee is paid by the Customer and no charge is made to You for providing You with work-finding services or for any related services.

3.2 Service Fee Payment

Elder collects the Placement Fee from the Customer via a third party payment provider. Elder distributes the Service Fee payment to You the Self Employed Carer. You must hold a direct deposit account in Your name, and provide those details to Elder, and keep Elder updated on any changes to any accounts held by You for this purpose.

Elder shall use all reasonable endeavours to remit payment for each Placement, less Elder’s booking fee, distributing the Service Fee within ten (10) business days of receipt. 

4. EQUIPMENT AND OPERATIONS

4.1 Compatible Mobile Device

In order to apply to and attend Placements, Self Employed Carer must possess a smartphone equipped with access to the Elder Platform and Elder App (CMD).

4.2 Elder Hub; Geo-Tracking

In order to book and attend Placements, Self Employed Carer must download Elder’s Hub onto the CMD used by the Self Employed Carer. Elder may collect the latitude and longitude location “Location Coordinates” or any other location information of the CMD at any time from the Elder Hub for any period of time for the purpose of: 

(i) providing support in case the Self Employed Carer and Customer cannot find each other

(ii) confirming that the Self Employed Carer will perform the Placement claimed by the Self Employed Carer 

(iii) and thereafter for 2 hours following the scheduled end of any Placement for the purpose of confirming that the Placement is completed. 

For up to a 4 hour period prior to the scheduled start of a Placement, Elder may share the Self Employed Carer’s Location Coordinates with the Customer who requested the Placement for the purpose of assisting the Customer and Self Employed Carer to coordinate and to confirm that the Self Employed Carer will perform the Placement claimed by the Self Employed Carer, or to liaise with any other Self Employed Carer who may be required to attend the Placement including facilitating any handover of Self Employed Carers. 

Elder may also disclose the Self Employed Carer’s location information as required by any other lawful purpose. 

Elder may collect the Location Coordinates of the CMD on which the Elder Hub is installed for the purpose of referring Placements posted on short notice by Customers to an Self Employed Carer in the Self Employed Carer’s vicinity. Self Employed Carer shall have no obligation to accept any Placement offered in this manner. 

Elder has no right to collect or use GPS data for the purpose of controlling or monitoring the manner and means by which the Self Employed Carer undertakes the Placement contemplated by this Agreement, or the frequency with which the Self Employed Carer uses the Elder Platform to book Placements. 

The Self Employed Carer may stop Location Coordinates collection only by uninstalling the Elder Hub from the CMD. Elder retains Location Coordinates information to confirm that the Placement has been completed and retains de-identified Location Coordinates data indefinitely. 

By confirming your acceptance of these Terms and this Agreement, You agree to the use and disclosure of Location Coordinates information as described above.

4.3 Equipment Expenses and Sales

You, the Self Employed Carer is solely responsible for any costs or expenses incurred by Yourself in connection with the performance of any Placement, and in no event shall Elder reimburse, or be required to reimburse, save for previously-agreed travel expenses used in connection with the Placement, conform to Elder’s travel policy applicable from time to time (http://help.elder.org/en/articles/3169107-travel-to-and-from-a-placement) 

4.4 Use of Voice, Image and Likeness

You, the Self Employed Carer gives Elder permission to use any and all of Self Employed Carer’s voice, image and any other likeness, with or without using Self Employed Carer’s name, in connection with the products and/or Services of Elder, for the purposes of advertising and promoting Elder products and/or Services and/or Elder; for the purposes of identifying Self Employed Carer to Customer or Care Recipient; and/or for other purposes deemed appropriate by the Elder in its reasonable and sole discretion, except to the extent expressly prohibited by law.

4.5 Call and SMS Data

 You agree that Elder may use a service provider to mask or otherwise facilitate or engage with the Self Employed Carer’s phone number when the Self Employed Carer calls or exchanges text (SMS) messages with the Customer or Care Recipient.

Elder and its service provider will receive in real time and store call data, including the date and time of the call or text (SMS) message, the phone numbers, and the content of the text (SMS) messages. Elder may also at its sole discretion record any calls it receives relating to any Placement and any Self Employed Carer.

Elder is entitled to rely on any Self Employed Carer use and disclosure of call data for its legitimate business purposes is set out in its Privacy Policy.

You agree that Elder may send any text (SMS) or other electronic means messages directly to the Self Employed Carer as a result of this Agreement.

5. RELATIONSHIP OF THE PARTIES

For the duration of this Agreement, you agree that:

You, the Self Employed Carer is a self-employed Independent Care Provider.

You have not been engaged by Elder to perform any Placement on Elder’s behalf. 

You have entered into this Agreement for the purpose of having access to the Elder Platform as the exclusive marketplace for Placements

This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Self Employed Carer and Elder or any Customer for any purpose. 

You, the Self Employed Carer has no authority to bind Elder and You shall not make any agreements or representations on Elder’s behalf without Elder’s prior written consent. 

Elder will not be responsible on behalf of Self Employed Carer for: any income, payroll, professional fees, Social Security, or other state, or local taxes or insurance contributions. 

You, the Self Employed Carer shall be responsible for payment of all and any income tax which may become due by You, and shall indemnify and hold Elder harmless for any claims, suits, or actions related to this provision, including any such claims brought by Self Employed Carer or by any third party with respect to any claims for taxes or contributions, including penalties and interest.

Elder confirms and You, the Self Employed Carer agrees that Elder is acting as an employment agency for the purposes of the Conduct of Employment Agencies and Businesses Regulations 2003.

6. REPRESENTATIONS AND WARRANTIES

You confirm, represent, and warrant to Elder that: 

(a) You have the legal right to provide care on any Placement;

(b) You have the legal right to work in the United Kingdom; 

(c) You will hold a DBS/PVG certificate or other relevant document to the satisfaction of Elder as at the date of any Placement starting;

(d) You have the required skill, experience, and qualifications to perform any Placement You undertake; 

(e) You shall perform the Placement in a professional and diligent manner in accordance with ESB, Elder Travel and any other relevant policies; and 

(f) You shall perform the Placement in accordance with all and any applicable laws, rules and regulations insofar as they apply to the Service;

(g) You undertake to exhibit a valid and current certificate of professional indemnity and any other applicable insurance for a Placement and as requested by Elder or the Customer from time to time;

(h) You are working on any Placement as a self-employed Self Employed Carer, and shall not hold yourself out as an employee or representative of Elder.

7. INDEMNIFICATION 

You, the Self Employed Carer agrees that the conduct and provision of care during Placements pursuant this Agreement are fully and entirely the Self Employed Carer’s responsibility. 

Elder is not responsible or liable for the actions or inactions of a Customer, Care Recipient or other third party in relation to the Placement provided by You, the Self Employed Carer. 

You, the Self Employed Carer understands, therefore, that by using the Elder Platform, You will be introduced to third parties in relation to whom Elder has not conducted any background or reference checking, and that Self Employed Carer uses the Elder Platform at Self Employed Carer’s own risk.

By signing this Agreement, You agree to defend, indemnify and hold harmless Elder and its affiliates and officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Self Employed Carer’s acts or omissions; and 

(b) Self Employed Carer’s breach of any representation, warranty, or obligation under this Agreement. 

8. INSURANCE

It is the sole responsibility of the Self Employed Carer to maintain in full force and effect adequate professional indemnity insurance, occupational accident insurance, unemployment, liability, and any other forms of insurance which may be required from time to time, and any other insurance which the Self Employed Carer may require, including motor insurance or indemnity cover for which the Customer may require sight, in each case with insurers reasonably acceptable to Elder, with policy limits sufficient to protect and indemnify Elder and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of Self Employed Carer or Self Employed Carer’s agents, contractors, servants, or employees. 

9. TERM and TERMINATION

9.1 Term

This Agreement shall be effective as of the date it is of confirmation of agreement to Terms by Self Employed Carer and shall remain in effect unless and until terminated as set forth in this paragraph 9 (the “Term”).

You understand that Elder may deactivate Self Employed Carer’s profile on Elder Platform for a number of reasons, including: in the event that Self Employed Carer is inactive on the Elder Platform for a period that exceeds the time period set by Elder and as modified from time to time; or if the Self Employed Carer breaches the Carer Standards, is unable or unwilling to exhibit the necessary DBS/PVG certificate or equivalent document, and evidence of right to work or for any safeguarding concern. 

In such circumstances, Elder may reactivate a Self Employed Carer’s profile upon request from the Self Employed Carer or upon completion by the Self Employed Carer and sight by Elder of any relevant documentation. 

The Self Employed Carer acknowledges that there shall be no obligation on Elder to refer any Placements to them during the Term and that Elder may, at its sole discretion, provide no Placements whilst this Agreement remains in force.

All Notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth in this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this paragraph). All Notices shall be delivered by electronic means or e-mail of a PDF document (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). 

9.2 Termination

(a) Material breach: except as stated in Section 9.5 below, Elder and Self Employed Carer may terminate this Agreement, effective immediately, upon written notice to the other Party, in the event that other Party materially breaches this Agreement. 

A material breach shall include, but not be limited to, any acts or omissions expressly defined as constituting a material breach herein. 

(b) Trial Period: Elder may terminate this Agreement, effective immediately, upon written notice to the Self Employed Carer, in the event the Customer cancels the Contract within the Trial Period.  The Trial Period to be determined by Elder as a promotional offer which may vary from time to time. 

(c) Termination: Elder and Self Employed Carer may terminate the Agreement for any reason upon fourteen (14) days’ written notice outside of the Trial Period. The Self Employed Carer acknowledges and agrees that this is distinct from and does not prevent any termination of a particular Placement by the Customer (for which see paragraph 2.3 above).

9.3 Self Employed Carer’s Obligations Upon Termination

Upon termination of this Agreement for any reason, Self Employed Carer shall complete any outstanding Placements Self Employed Carer has booked if applicable.

9.4 Elder’s Obligations Upon Termination

Upon termination of this Agreement by either Party:

(a) Elder shall pay to the Self-Employed Carer any outstanding Service Fees earned for Placements already completed; and

(b) Elder shall pay Service Fees for any outstanding agreed Placements as soon as reasonably practicable following completion of those Placements.

For the avoidance of doubt, Elder does not charge You any fees for work-finding services or for any services related to the performance of a Placement, in compliance with Regulation 8 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003.

9.5 Surviving Provisions

The terms and conditions of this paragraph 9.5 and paragraphs 5, 6, 7, 9.3, 9.4, 10, 11, 12 and 15 shall survive the expiration or termination of this Agreement. 

10. ASSIGNMENT

Neither party may assign or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other party. For the avoidance of doubt, Elder shall not assign or subcontract its obligations under this Agreement without the Customer’s prior written consent, in accordance with Regulation 23(2)(a) of the Conduct of Employment Agencies and Employment Businesses Regulations 2003. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. 

11. CONFIDENTIAL INFORMATION

In performing the Placement, You agree that You will receive certain private and/or confidential information regarding the Customers and will have access to their homes and personal belongings. Except upon order of government authority (e.g., Court, administrative agency) having jurisdiction, as permitted by or required by applicable law, or upon written consent by the Customer, You agree that You will not publish, disseminate or disclose, for your own benefit or the benefit of any third party, any confidential information regarding Customers or Care Recipients, including addresses, telephone numbers, personal details, images or financial information. 

You further agree not to engage in any activity which violates the privacy of any Customer or Care Recipient, including, but not limited to, taking unauthorised photographs or making unauthorised audio or video recordings of a Customer, Care Recipient, or his or her home or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. 

You agree that your failure to comply with the provisions of this clause 10 shall be considered a serious breach of the Expected Standards of Behaviour and may result in this Agreement being terminated by Elder. 

12. DATA PRIVACY & PROTECTION

12.A. Elders Obligations to You: Elder as a Controller, and you as a Data Subject

For more information about how we use your personal data, please refer to the Carer Privacy Policy https://www.elder.org/carer-privacy/

12.B. Your Obligations to Elder (Controller to Controller data sharing)

When You are provided with a Placement via the Elder Platform, Elder provides Customer and Care Recipient information to you (the Self Employed Carer) in your capacity as a data controller (such meaning defined under applicable Data Protection Laws).

You agree to use this information for the sole purpose of providing the Service to the Care Recipient on the instructions of the Customer (who may or may not be one and the same person as the Care Recipient). 

Information about how Elder collects and processes Customer and Care Recipient’s personal data is contained within Elder’s Privacy Policy https://www.elder.org/privacy/ 

When You undertake the Placement for the Customer or Care Recipient, you do so as a separate and independent Data Controller.

As an independent Data Controller You agree to observe all applicable requirements of Data Protection Laws and this Agreement in relation to the Self Employed Carer’s processing of the personal data of the Customer or Care Recipient (and any associates of them).

12.C Self Employed Carer’s Obligations to Elder and the Customer (as a Data Controller)

You agree to:

comply with your obligations as a Data Controller under applicable Data Protection Laws;

carry out the processing of the Personal Data solely in accordance with the provision of the Service and purposes set out in this Agreement;

implement reasonable and appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing, accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access that are appropriate to the risks involved in the processing and the nature of the personal data. 

ensure a level of security appropriate to the risk, including as applicable:

1. a) pseudonymisation and encryption;
2. b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
3. c) the ability to restore the availability and access to the personal data in a timely manner in the event of a physical or technical incident or request for access, rectification or erase of such personal data; and
4. d) a process for regulatory resting assessing and evaluating the effectiveness of those measures; and

ensure that any collection of personal data from the Customer is carried out in accordance with applicable Data Protection Laws, including (but not limited to) ensuring that:

1. a) appropriate data privacy notice is provided making it clear that the Self Employed Carer acts as a data controller of the personal data provided to it by the Customer; and
2. b) that the Self Employed Carer shall be the appropriate contact in the event of any questions or requests as per rights under applicable Data Protection Laws.

1. Self Employed Carer’s Obligations to Elder (Controller to Processor data sharing)

Information about how Elder collects and processes Customer and/or Care Recipient’s Personal Data is contained within our Privacy Policy.

When the Self Employed Carer collects such personal data as outlined above, it does so as a Data Processor for and on behalf of Elder.

You agree to:

comply with your obligations as a Data Processor under applicable Data Protection Laws;

carry out the processing of the Personal Data solely in accordance with the provision of the Service and purposes set out in this section of the Agreement;

not to disclose or transfer Personal Data to any third party without the prior permission in writing of Elder, except where such disclosure or transfer is allowed under this Agreement or required by any applicable law or regulation which the Self Employed Carer is subject to, in which case Self Employed Carer will, wherever possible, notify Elder promptly in writing prior to complying with any such request for disclosure and shall comply with all reasonable directions of Elder with respect to such disclosure;

notify Elder promptly of any communication received from any individual relating to that individual’s rights to access, modify or correct the Personal Data or to restrict, erase, or oppose its processing and to comply with all reasonable instructions of Elder in responding to such communications;

implement reasonable and appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing, accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access that are appropriate to the risks involved in the processing and the nature of the personal data. 

You shall further ensure a level of security appropriate to the risk, including as applicable: 

1. a) pseudonymisation and encryption; 
2. b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; 
3. c) the ability to restore the availability and access to the personal data in a timely manner in the event of a physical or technical incident or request for access, rectification or erase of such personal data; and 
4. d) a process for regulatory resting assessing and evaluating the effectiveness of those measures;

You must inform Elder in writing within one (1) business day of any accidental or unlawful destruction or accidental loss or damage, alteration, unauthorised disclosure or access to the Personal Data and to assist Elder with its obligation, in accordance with applicable laws, to notify a security breach to competent supervisory authorities and individuals, to the extent that Self Employed Carer has relevant information for Elder to meet its notification obligations or is better placed to inform relevant authorities or individuals; to assist Elder in performing privacy impact assessments and preparing consultations with supervisory authorities, where Self Employed Carer holds essential information for Elder to meet its obligations under applicable laws; in the event of the termination of this Agreement in part or in whole, Self Employed Carer shall, within fifteen (15) days of any request by Elder, send to Elder all Personal Data held by Self Employed Carer on behalf of Elder, together with all copies in any media of such Personal Data or destroy the same, unless Self Employed Carer is required, by any applicable laws or regulations, to retain such Personal Data or a part thereof, in which case Self Employed Carer will inform Elder of such obligations; and allow Elder to inspect and audit, with reasonable notice, Self Employed Carer’s processing of Personal Data to confirm that Self Employed Carer has complied with the obligations set forth in this Agreement. Self Employed Carer will furnish Elder with all materials necessary for Elder to prepare such inspection or audit.

13. MODIFICATION

You hereby expressly acknowledge and agree that, by using or receiving access to the Elder Platform, You and Elder are bound by the terms of this Agreement, including any modifications and supplements to this Agreement or documents referred to in this Agreement. Continued use of the Elder Platform after any modifications or supplements to the Agreement shall constitute your consent to such modifications and supplements. You, the Self Employed Carer, is responsible for regularly reviewing this Agreement.

14. MISCELLANEOUS

This Agreement, together with any other documents incorporated herein by reference, and related Schedules, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. 

Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 

This Agreement may not be amended, by implication or otherwise, by any marketing material contained on Elder’s website or the Elder Platform. 

Nothing contained in this provision or this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.

15. DISPUTE RESOLUTION and GOVERNING LAW

This Agreement is governed by the laws of England and Wales, and the Parties hereby agree to the sole jurisdiction of the courts of England and Wales.

BY CLICKING THE BUTTON MARKED “ACCEPT AND PROCEED” YOU HEREBY AGREE TO THIS Self Employed Carer AGREEMENT; You acknowledge and agree that You have read and understood the terms of this Agreement and also acknowledge that You have had reasonable and adequate opportunity to seek and receive any independent legal advice that you may have decided to seek or have instructed, at your sole expense, prior to signing this Agreement.

CONFIRMATION BY CARER OF DATE AND SIGNATURE OF AGREEMENT

Elder may, from time to time, propose changes to these terms and conditions by giving You reasonable notice in writing, which may be provided by email and/or by posting updated terms on Elder’s website. Any proposed changes will take effect on the date specified in the notice, provided that You have agreed to them. You will be deemed to have agreed to such changes if You continue to accept assignments or provide services following the effective date of the updated terms, unless You notify Elder in writing that You do not accept the variation. 

By acknowledging You are hereby agreeing to Elder’s terms and conditions. You are confirming your agreement to form a binding contract with Elder as described in this Agreement.