Terms Governing Relationships Between Paragon Consultancy Ltd. and Persons Named in Its Register (Caregivers)

By using the services of the Agency, Caregivers agree to the Terms and Conditions as stated below.

1. INTRODUCTION:

1.1. Definitions:
1.1.1. Agency: Paragon Consultancy Services Limited, a company registered in England and Wales with company number 15079744.

1.1.2. Client: an individual who as a direct or indirect result of the actions or services of the Agency, makes contact with a Caregiver purposed or leading to an Engagement.

1.1.3. Caregiver: a person known to and recorded in the Agency’s register of persons seeking an Engagement, who is introduced by the Agency to the Client for the provision of the Caregiver’s services.

1.1.4. Introduction: the introduction of a Caregiver for a position of employment by the Client, or such other services as may be provided by the Agency to the Client.

1.1.5. Engagement: the acceptance by a Caregiver of an engagement for provision of support services to the Client, or commencement of such work.

1.1.6. Agency Fee: the fee to be paid by the Client to the Agency as set out in the Agency’s brochure and/or Fees Table applicable at the time of the Engagement in payment for the introductory or other services provided by the Agency.

1.2. These Conditions are applicable to, and shall be accepted as incorporated in, any agreement or relationship between the Agency and the Caregiver in the context of any Introduction made, or Engagement facilitated, by the Agency. No variations of these terms will be binding unless expressly confirmed by the Agency in writing.

1.3. The Agency is an introductory agency and does not employ Caregivers. All issues and obligations by the Caregiver to the Client and vice versa are their own responsibility. An agreement creating obligations between the Agency and the Caregiver nevertheless arises and exists insofar as the Caregiver commits to comply with these Terms, including to respect confidentiality as provided in Clause 4 below and to indemnify the Agency as provided in Clause 5 below, in return for which the Agency will include the Caregiver in its Register.

1.4. The Caregiver works on a self-employed basis pursuant to Engagement(s) directly by the Client(s) or daily instructions by the Client(s).

1.5. The Agency cannot be held responsible for any losses, costs, claims, damages or liabilities of the Caregiver arising from or causally connected with an Introduction, or Engagement of any Caregiver.

1.6. Nothing in these conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Agency may be entitled under any statute, law or regulation.

1.7. Nothing in these Conditions shall be construed as constituting or giving rise to a partnership, joint venture, or contract of employment between the Agency and the Caregiver and these Conditions are without prejudice to the terms under which Introductions or other services are supplied by the Agency for or to its Clients.

1.8. Without prejudice to its right to charge for such other services as the Agency agrees exclusively to provide to or for the Caregiver, the Agency will not charge a fee to the Caregiver for effecting or facilitating any Introduction.

2. CONDITIONS:

2.1 The Caregiver must not engage in any conduct which is detrimental to the interests of the Agency, would negatively affect the Agency’s relationship with the Client or is likely to bring the agency into disrepute.

2.2 Before their name can be added to the Agency’s register, the Caregiver must have provided to the Agency:

2.2.1 satisfactory evidence of their identity, which must include a valid and current passport or UK driver’s licence, of which the Agency must be allowed to make and retain a copy;
2.2.2 documentary evidence confirming that they are legally allowed to work in the United Kingdom;
2.2.3 the names and contact details of at least two referees whom the Caregiver agrees that the Agency may approach at any time for the purpose of obtaining references.
2.3 The Caregiver must immediately inform the Agency of any reason or circumstance known to them under which it might be detrimental to the interests of the Agency, the Client or the Caregiver for the Caregiver to take up an Engagement with a Client or remain on the Agency’s Register.
2.4 If a Caregiver is unable to honour an Engagement that has been agreed with a Client the Caregiver shall notify the Client as soon as practicable.
2.5 The Caregiver is free to undertake any other engagement or employment whilst registered with the Agency and is not obligated to accept any Engagement or Introduction offered through the Agency.
2.6 The Caregiver should ensure that they have their own public liability insurance and (if applicable) motor insurance for the duration of their Engagement or working relationship with the Client. The Agency disclaims all responsibility or liability to the Caregiver arising from any failure to comply with this requirement.
2.7 The Caregiver is responsible for their own tax liabilities.
2.8 The Agency will endeavour to secure suitable introductions for the Caregiver but shall be under no obligation to find an introduction for the Caregiver at any time.
2.9 The Agency does not accept responsibility and shall not be liable for any loss suffered by the Caregiver by reason of the Caregiver’s decision to resign from his or her current employment or any existing engagement before or after receipt of the Client’s offer.

3. LIABILITY

3.1 Nothing in these Terms shall exclude or limit the liability of the Caregiver for death or personal injury.

3.2 The Agency shall not be liable to the Caregiver or to any other third party, including but not limited to the Caregiver’s family or their successors, heirs and assigns, for incidental or consequential losses, damages or expenses, directly or indirectly arising from any action or failure to act. The Caregiver acknowledges and accepts that there is no representation, warranty, collateral agreement or condition affecting these Terms except as expressed in them.
3.3 The Caregiver acknowledges that the decision to accept an engagement is the sole responsibility of the Caregiver and the Agency cannot give any warranty, representation or undertaking as to the history, character, suitability or honesty of any Client, nor as to the accuracy or truthfulness of any information provided by the Client.
3.4 The Caregiver acknowledges the risks inherent in participating in an introductory service and waives all rights to any claim for damages from any and all of the Agency and any person involved in creating, producing or distributing the Agency service or information pertaining to the Agency service.
3.5 The Agency does not accept any liability for misrepresentation, loss, damage, injury, delay, claims or expense of any description arising out of an Introduction.

4. CONFIDENTIALITY:

4.1 The Agency may disclose the Caregiver’s personal information to third parties in any situation where failure to do so must reasonably be expected to lead to a liability or detriment. Such situations include but are not limited to the following:

a) in the event that the Agency sells or buys any business or assets, in which case the Agency may disclose the Caregiver’s personal data to the prospective seller or buyer of such business or assets.

b) If the Agency or a substantial proportion of its assets are acquired by a third party, and personal data held by it about its Clients becomes or prospectively becomes transferable.

c) If the Agency is under a duty to disclose or share Agency personal data in order to comply with any legal obligation, or in order to enforce or apply these terms and conditions and other agreements; or to protect the rights, property, or safety of the Agency, the Caregiver, its Clients or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

4.2 The Agency may provide the Client with such information about the Caregiver as is necessary and practical for the purposes of the Engagement and as permitted by law or under regulations, including but not limited to their relevant personal information and their relevant experience.

5. INDEMNITY:
5.1 The Caregiver undertakes to indemnify and keep fully indemnified the Agency at all times from and against any actions, proceedings, claims, demands, costs (to include without prejudicing the generality of this clause, the legal costs of the Agency), awards or damages howsoever arising directly or indirectly as a result of any breach or non-performance by the Caregiver of any of the Caregiver’s obligations, undertakings or warranties as set out within these Conditions.

6. ASSIGNMENT:
This Agreement is personal to the Caregiver and the Caregiver shall not be entitled to assign their rights or obligations or delegate duties arising under this Agreement without the prior written consent of the Agency.

7. THIRD PARTY RIGHTS:
Nothing in these terms and conditions intends to or confers any rights on a third party.

8. SEVERANCE:
If any term or provision of these terms and conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed, and the remainder of the provisions hereof shall continue in full force and effect as if these terms and conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

9. WAIVER:
The failure by either party to enforce at any time or for any period any one or more of these terms and conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions.

10. GOVERNING LAW:
These terms and conditions will be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning these terms and conditions and any matter arising from them.