This agreement (the “Agreement”) is between No1 Healthcare LTD, a company incorporated under the Companies Acts, registration number SC554182, and having its registered office at 1st Floor, Fort Kinnaird Retail Park Fleming House, Unit 30, Edinburgh EH15 3RD ,(“No1 Healthcare,” “we,” “our,” or “us”), and You (the “Independent Care Professional” or “ICP”), who are both the parties to this Agreement (“Parties”).
Agreement means this Agreement, including these terms and conditions, and No1 Healthcare’s Privacy Policy.
Booking Fee means the portion of the total Placement Fee retained by No1 Healthcare, equivalent to the difference between the total Placement Fee and the Service Fee paid to the ICP.
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 the ICP, and the Care Recipient’s medical conditions, medication, and any other needs reflected in the provision of care by the ICP during the Placement.
Care Plan means the plan of Placement care to be provided by the ICP during the Placement, and to be agreed between the ICP, Customer, and Care Recipient, often facilitated with guidance from No1 Healthcare.
Care Recipient means the individual who receives care during any Placement.
Carer Loyalty Programme means any loyalty or support programme provided by No1 Healthcare for ICPs.
Customer means someone who engages with No1 Healthcare to arrange for ICPs to attend a Placement.
Effective Date of Termination means fourteen (14) days after the Termination Notice has been served on the receiving Party, or such other date as provided for in this Agreement.
Expected Standards of Behaviour (ESB) are the standards set by No1 Healthcare, agreed to by You, and provided to You (e.g., via a dedicated ICP portal or handbook), as modified by No1 Healthcare at its sole discretion from time to time.
Feedback means information requested from the Customer by No1 Healthcare regarding the provision of the Services by an ICP.
Fees means the total amount due for an ICP’s services in a Placement, which is paid by the Customer to No1 Healthcare.
ICP means Independent Care Professional, and for the purposes of this Agreement, You, as someone who provides the care during a Placement.
Live-in Care means a Placement where an ICP resides with the Customer or Care Recipient for the duration of the Placement.
Live-out Care means a Placement where the ICP resides elsewhere, other than the Customer or the Care Recipient’s home, for the duration of the Placement.
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 a material breach of this Agreement occurs.
Personal Data means any information relating to an identified or identifiable natural person.
Placement means in-home care services provided by ICPs, arranged through No1 Healthcare.
Placement Fee means the money paid by the Customer to No1 Healthcare for the ICP’s performance of the Placement.
Privacy Policy means the document detailing No1 Healthcare's data handling practices for carers, available on our website.
Services means the introduction, vetting, and management support services provided by No1 Healthcare, including communication (such as emails or messages), and any other services, whether online or offline, owned or operated for or on behalf of No1 Healthcare from time to time.
Service Fee means the fee that the ICP becomes entitled to upon completion of any Placement, after No1 Healthcare's Booking Fee has been retained.
Terms means these terms and conditions, this Agreement, and any No1 Healthcare terms and conditions as updated from time to time on No1 Healthcare’s website or other platforms, which govern your use of our Services.
You means you, the ICP, contracting with No1 Healthcare for the purpose of being introduced to Customers and providing care during a Placement.
By engaging with No1 Healthcare’s services and providing care, You agree and confirm:
1.1 Background Statement By confirming your acceptance of this Agreement, No1 Healthcare and ICP agree that the ICP will provide these Services to any Customer strictly as a self-employed ICP, and in no other capacity.
Once the Customer has engaged an ICP to provide the Placement, that ICP is directly engaged by and working for the Customer in a self-employed capacity. The ICP does not work for or on behalf of No1 Healthcare.
No1 Healthcare does not directly provide the hands-on care described in this Agreement and does not employ individuals to undertake the Placement. No1 Healthcare’s role is the provision of an introduction and management service for Customers and ICPs, which includes ICP vetting and onboarding processes, and facilitating payments from Customers to ICPs.
1.2 Requirements of ICP Engagement with No1 Healthcare and Terms of Use Before being introduced to Placements, the ICP must review and agree to the general Terms of Use which form part of this Agreement, and which the ICP agrees and accepts. To the extent the general Terms of Use are inconsistent with this Agreement, the terms of this Agreement shall be preferred.
From time to time, at their sole and complete discretion, Customers will submit requests for Placements to No1 Healthcare, setting forth the nature of the care required by the Customer. Placements requested will be presented to suitable ICPs within No1 Healthcare’s network.
Subject only to the limitation contained in paragraph 9.1 of this Agreement, the ICP is not obliged to accept any Placements from any Customer at any time.
Once an ICP's interest in a Placement is confirmed and accepted by the Customer, No1 Healthcare will confirm the Placement has been booked by the ICP and confirmed by the Customer.
1.3 Contract for Placement Once a Placement is booked, and the ICP provides to the satisfaction of No1 Healthcare a copy of their DBS, PVG, or other similar documentation, and any other information or documentation requested by the Customer or by No1 Healthcare on behalf of the Customer, a contract is formed directly between the Customer and You, the ICP, 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 No1 Healthcare to be your agent solely for the purposes of entering into such a contract with the Customer on your behalf.
ICP agrees that ICP’s name, phone number, and any relevant documentation or information may be provided or made available to the Customer by No1 Healthcare (or to any associated entity on the Customer’s or No1 Healthcare’s behalf) after the Placement is booked.
Once a Placement is confirmed, the ICP agrees that No1 Healthcare can share their contact details and other relevant documentation or information with any relevant third parties. As required, the ICP will also be provided with the contact number for any current or proximate ICP at the Placement and vice versa to facilitate continuity of care.
1.4 Non-Exclusive Usage No1 Healthcare recognizes that the ICP 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 Standards of Behaviour set out in clause 2.1 below, the ICP shall be under no obligation or expectation at any point to accept any Placement that is proposed or offered.
1.5 Restrictions on Engaging with Introduced Customers The ICP recognizes and agrees that by engaging with No1 Healthcare, You will be introduced to Customers and Care Recipients, and that there is a commercial value in the business relationships which No1 Healthcare has or may have in relation to those Customers and Care Recipients. No1 Healthcare has a legitimate business interest in protecting those business relationships.
You agree that You will not engage in any way other than through No1 Healthcare (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 No1 Healthcare, save only any Customers or Care Recipients with whom You can demonstrate at the time of first Placement (and as may be requested by No1 Healthcare at any time) that You had a prior commercial relationship before any introduction was made by No1 Healthcare.
1.6 Feedback from Customers You agree that any Feedback received by No1 Healthcare 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 anonymized form and without the ICP’s further additional consent.
You shall be eligible to be proposed for Placements that You are qualified to provide through No1 Healthcare.
2.1 Expected Standards of Behaviour You and No1 Healthcare recognize that whilst No1 Healthcare is introducing the ICP to the Customer, the direct relationship for care delivery is between the ICP and the Customer, not the ICP and No1 Healthcare.
The ICP’s obligations to perform the Placement professionally, diligently, and to a standard of care to be expected of a suitably qualified and competent ICP are owed directly to the Customer and Care Recipient (and any of their designated associates) and are ultimately a matter between the ICP and the Customer.
You agree that No1 Healthcare’s reputation may be damaged if You act inappropriately or to a poor standard during any Placement. You agree to be bound by No1 Healthcare’s ESB at all times during Placements as may be updated or changed by No1 Healthcare from time to time. If No1 Healthcare is not satisfied that an ICP is meeting any or all of the ESB, then No1 Healthcare reserves the right not to offer that ICP access to further Placements and/or to terminate this Agreement with the ICP with immediate effect.
The ICP 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 ICP agrees not to use the Customer’s or Care Recipient’s address as the ICP’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 No1 Healthcare.
2.2 Placement Completion To ensure that No1 Healthcare remains a reliable source of Placements and to ensure all ICPs are able to access available Placements, once an ICP has accepted a Placement, the ICP 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 No1 Healthcare (“Notice Period”), except in the case of an unavoidable emergency, in which case, You shall notify the Customer and No1 Healthcare as soon as practicable.
At No1 Healthcare’s sole discretion, cancellation by the ICP which is less than the Notice Period may also result in termination of this Agreement in accordance with clause 9.
ICP understands and agrees that ICP’s failure without good reason to complete a Placement in accordance with Customer’s specifications and satisfaction after the ICP has accepted that Placement through No1 Healthcare 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 the ICP cancels the Placement either within or outside the Notice Period and the Customer declines any reschedule You may have proposed, No1 Healthcare shall have the right to seek a replacement ICP for the Customer.
2.3 Termination of Placement by Customer The ICP recognizes 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 ICP will receive no payment after the date of cancellation for the unworked period.
ESB includes that the ICP 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 No1 Healthcare, any notification by No1 Healthcare to the ICP that the placement is terminating shall be deemed to be notification given on behalf of the Customer.
2.4 Access to No1 Healthcare Services No1 Healthcare reserves the right to suspend or discontinue the ICP’s access to its Services and introduction to Placements at any time and for any reason.
2.5 No Control ESB by ICPs are expected by No1 Healthcare at all times. No1 Healthcare shall not otherwise control or have any right to control the manner or means by which the ICP performs the Placement.
ICP shall be solely responsible for, and shall indemnify and hold No1 Healthcare harmless for any claims, suits, or actions related to this provision, including any such claims brought by ICP or by any third party with respect to any claims for taxes or contributions, including penalties and interest.
2.6 Suitability for Placements The ICP acknowledges that multiple different types of Placements are offered through No1 Healthcare.
The ICP acknowledges that No1 Healthcare may at its sole discretion conduct a background check and interview the ICP at the time of onboarding to ensure the ICP is suitable to be introduced to Placements through No1 Healthcare. The ICP also accepts and agrees to only accept and complete Placements for which the ICP has all relevant experience and any qualifications required in order to perform the Placement safely and as required.
The ICP hereby undertakes and agrees that the ICP will exhibit all and any Right to Work, references, driving licenses, passports, visas, and other documents as required by No1 Healthcare, and further warrants that all documents are valid, current, and accurate at the time they are produced to No1 Healthcare.
2.7A Live-in Care The ICP may undertake Live-in Care Placements introduced by No1 Healthcare. Live-in Care Placements necessitate moving into the home of the Care Recipient for a set period of time and then typically being on rotation with another ICP. The ICP will be provided with their own room within the Care Recipient’s house for the duration of the Placement Services as a Live-in ICP.
During a Live-in Care Placement, the ICP is expected to be available on site in case of any and all urgent matters including emergencies. ICPs will not be expected to be working throughout the entire Placement, and the ICP will be able to enjoy their own leisure when not carrying out specific required tasks.
It is expected that the ICP 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 the ICP.
The precise tasks to be carried out within a Placement should be agreed between the ICP and the Care Recipient at the start of the Placement and evidenced in the Care Appraisal, and throughout the Placement as needs change. No1 Healthcare encourages ICPs to develop a Care Plan with the Care Recipient and/or Customer. In general, the typical tasks that may be required are personal care services, emergency assistance, assistance with cooking, cleaning or household chores, shopping, assisting the Care Recipient with travel to sites/events. Please refer to No1 Healthcare’s guidance (e.g., provided separately in a Carer Handbook) that sets out typical tasks (although note that this is guidance only and it will depend on what the ICP 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 ICP will contact the Customer and No1 Healthcare to ask that the Care Appraisal be updated.
2.7B Live-out Care The ICP may undertake Live-out Care Placements introduced by No1 Healthcare. Live-out Care Placements do not require the ICP to move into the home of the Care Recipient. The ICP 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 potentially by being on rotation with other ICPs.
The precise tasks to be carried out within a Placement should be agreed between the ICP and the Care Recipient at the start and throughout the Placement as care needs change. No1 Healthcare encourages ICPs to liaise with Customers and Care Recipients to develop a Care Plan.
Please refer to No1 Healthcare’s guidance (e.g., provided separately in a Carer Handbook) that sets out typical tasks (although note that this is guidance only and it will depend on what the ICP 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 ICP will contact the Customer and No1 Healthcare to ask that the Care Appraisal be updated.
2.8 Daily Average Hours No1 Healthcare’s guidance (e.g., provided separately in a Carer Handbook) sets out hourly average estimates for any 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 No1 Healthcare know so that a review may be carried out by No1 Healthcare with the Care Recipient.
Any exceptions to this guidance estimate will be included in the Care Appraisal.
Please note that any Placement Fee is based on a daily 24-hour period (for live-in care) or agreed hours (for live-out care) worked by the ICP in the Placement and may include some night work for live-in roles.
ICP undertakes to confirm the extent of any night work with the 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 (for Live-in Care) 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 No1 Healthcare), You undertake not to use the Placement address as your principal address or for any purpose other than the performance of the Placement.
The ICP accepts that any accommodation being provided is provided solely 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 ICP 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.
3.1 Fees The Customer shall pay for completed Placements through No1 Healthcare at the rates quoted by No1 Healthcare, which shall be based on the stated parameters of the Placement.
Each Placement offered to an ICP shall include a “Service Fee” which the ICP shall be entitled to weekly, in arrears during the currency of the Placement.
The Service Fee allows You to access No1 Healthcare’s Carer Loyalty Programme, with all fees being met directly by the Customer.
By accepting this Agreement, You acknowledge that the Booking Fee is No1 Healthcare’s portion of the total Placement Fee and will be retained by No1 Healthcare.
3.2 Service Fee Payment No1 Healthcare will transmit payment to the ICP via direct bank transfer. The ICP must hold a direct deposit account in the ICP’s name, provide those details to No1 Healthcare, and keep No1 Healthcare updated on any changes to any accounts held by the ICP for this purpose.
No1 Healthcare shall use all reasonable endeavors to remit payment for each Placement, less No1 Healthcare’s booking fee, within ten (10) business days of receipt of funds from the Customer.
4.1 Communication Devices In order to apply for and manage Placements, the ICP must possess a smartphone or other suitable device capable of accessing communications and information from No1 Healthcare (e.g., via email, messaging, or a dedicated ICP online portal/app, if applicable).
4.2 Location Information (if applicable to your operations) No1 Healthcare may collect location information (e.g., GPS data from a mobile device) at relevant times for specific purposes, such as: (i) providing support if the ICP and Customer cannot find each other; (ii) confirming that the ICP will perform the Placement; (iii) and thereafter for a reasonable period following the scheduled end of any Placement for the purpose of confirming that the Placement is completed.
For a defined period prior to the scheduled start of a Placement, No1 Healthcare may share the ICP’s location information with the Customer who requested the Placement for the purpose of assisting the Customer and ICP to coordinate and to confirm that the ICP will perform the Placement, or to liaise with any other ICP who may be required to attend the Placement, including facilitating any handover of ICPs.
No1 Healthcare may also disclose the ICP’s location information as required by any other lawful purpose.
No1 Healthcare may collect location information for the purpose of identifying ICPs in the vicinity for short-notice Placements. The ICP shall have no obligation to accept any Placement offered in this manner.
No1 Healthcare has no right to collect or use location data for the purpose of controlling or monitoring the manner and means by which the ICP undertakes the Placement contemplated by this Agreement, or the frequency with which the ICP engages with No1 Healthcare for Placements.
The ICP may manage location sharing through their device settings. No1 Healthcare retains location information to confirm that the Placement has been completed and retains de-identified location data indefinitely for operational analysis.
By confirming your acceptance of these Terms and this Agreement, You agree to the use and disclosure of location information as described above.
4.3 Equipment Expenses and Travel The ICP is solely responsible for any costs or expenses incurred by the ICP in connection with the performance of any Placement. In no event shall No1 Healthcare reimburse, or be required to reimburse, save for previously-agreed travel expenses used in connection with the Placement, which shall conform to No1 Healthcare’s travel policy applicable from time to time (e.g., provided separately).
4.4 Use of Voice, Image, and Likeness The ICP grants No1 Healthcare permission to use any and all of the ICP’s voice, image, and any other likeness, with or without using the ICP’s name, in connection with the products and/or Services of No1 Healthcare, for the purposes of advertising and promoting No1 Healthcare products and/or Services; for the purposes of identifying the ICP to the Customer or Care Recipient; and/or for other purposes deemed appropriate by No1 Healthcare in its reasonable and sole discretion, except to the extent expressly prohibited by law.
4.5 Call and SMS Data You agree that No1 Healthcare may use a service provider to facilitate communication (e.g., masking phone numbers) when the ICP calls or exchanges text (SMS) messages with the Customer or Care Recipient.
No1 Healthcare and its service provider may 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. No1 Healthcare may also, at its sole discretion, record any calls it receives relating to any Placement and any ICP.
No1 Healthcare is entitled to rely on any ICP's use and disclosure of call data for its legitimate business purposes, as set out in its Privacy Policy.
You agree that No1 Healthcare may send any text (SMS) or other electronic messages directly to the ICP as a result of this Agreement.
For the duration of this Agreement, you agree that:
You confirm, represent, and warrant to No1 Healthcare 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 valid DBS/PVG certificate or other relevant document to the satisfaction of No1 Healthcare 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 and any other relevant No1 Healthcare policies (e.g., travel policy); 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 No1 Healthcare or the Customer from time to time; (h) You are working on any Placement as a self-employed ICP, and shall not hold yourself out as an employee or representative of No1 Healthcare.
The ICP agrees that the conduct and provision of care during Placements pursuant to this Agreement are fully and entirely the ICP’s responsibility.
No1 Healthcare 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 the ICP.
ICP understands, therefore, that by engaging with No1 Healthcare, the ICP may be introduced to third parties in relation to whom No1 Healthcare has conducted vetting and background checks, but that the ICP ultimately enters into a direct agreement with the Customer. ICP uses No1 Healthcare’s services at the ICP’s own risk.
By accepting this Agreement, You agree to defend, indemnify, and hold harmless No1 Healthcare 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 the ICP’s acts or omissions; and (b) the ICP’s breach of any representation, warranty, or obligation under this Agreement.
It is the sole responsibility of the ICP 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 ICP may require, including motor insurance or indemnity cover for which the Customer may require sight, in each case with insurers reasonably acceptable to No1 Healthcare, with policy limits sufficient to protect and indemnify No1 Healthcare 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 the ICP or the ICP’s agents, contractors, servants, or employees.
9.1 Term This Agreement shall be effective as of the date of confirmation of agreement to Terms by the ICP and shall remain in effect unless and until terminated as set forth in this paragraph 9 (the “Term”).
You understand that No1 Healthcare may suspend or remove the ICP’s eligibility for Placements for a number of reasons, including: if the ICP is inactive in engaging with No1 Healthcare for a period that exceeds the time period set by No1 Healthcare and as modified from time to time; or if the ICP is unable or unwilling to exhibit the necessary DBS/PVG certificate or equivalent document, and evidence of right to work.
In such circumstances, No1 Healthcare may reinstate the ICP’s eligibility upon request from the ICP or upon completion by the ICP and sight by No1 Healthcare of any relevant documentation.
The ICP acknowledges that there shall be no obligation on No1 Healthcare to refer any Placements to them during the Term, and that No1 Healthcare 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, No1 Healthcare and the ICP may terminate this Agreement, effective immediately, upon written notice to the other Party, in the event that the 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) Termination for Convenience: No1 Healthcare and the ICP may terminate the Agreement for any reason upon fourteen (14) days’ written notice. The ICP 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 ICP’s Obligations Upon Termination Upon termination of this Agreement for any reason, the ICP shall complete any outstanding Placements the ICP has booked if applicable.
9.4 No1 Healthcare’s Obligations Upon Termination Upon termination of this Agreement by either Party: (a) No1 Healthcare shall pay to the ICP any outstanding earned Service Fees; or (b) No1 Healthcare shall pay Service Fees for any outstanding Placements as soon as practicable after the ICP has completed the outstanding Placements.
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.
The ICP may not assign this Agreement, absent written authorization by No1 Healthcare. No1 Healthcare may freely assign its rights and obligations under this Agreement at any time. This Agreement will endure to the benefit of, be binding on, and be enforceable against, each of the Parties hereto and their respective successors and assigns.
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 unauthorized photographs or making unauthorized 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 No1 Healthcare.
12.A. No1 Healthcare’s Obligations to You: No1 Healthcare as a Controller, and you as a Data Subject For more information about how we use your personal data, please refer to our Carer Privacy Policy (available on our website).
12.B. Your Obligations to No1 Healthcare and the Customer (Controller to Controller data sharing) When You are provided with a Placement via No1 Healthcare, No1 Healthcare provides Customer and Care Recipient information to you (the ICP) in your capacity as a data controller (as 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 No1 Healthcare collects and processes Customer and Care Recipient’s personal data is contained within No1 Healthcare’s Privacy Policy for Customers (available on our website).
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 ICP’s processing of the personal data of the Customer or Care Recipient (and any associates of them).
12.C. ICP’s Obligations to No1 Healthcare and the Customer (as a Data Controller) You agree to:
12.D. ICP’s Obligations to No1 Healthcare (Controller to Processor data sharing) Information about how No1 Healthcare collects and processes Customer and/or Care Recipient’s Personal Data is contained within our Privacy Policy.
When the ICP collects such personal data on behalf of No1 Healthcare for specific No1 Healthcare operational purposes (e.g., updating our records), it does so as a Data Processor for and on behalf of No1 Healthcare.
You agree to:
You hereby expressly acknowledge and agree that, by engaging with or receiving access to No1 Healthcare’s services, You and No1 Healthcare are bound by the terms of this Agreement, including any modifications and supplements to this Agreement or documents referred to in this Agreement. Continued engagement with No1 Healthcare’s services after any modifications or supplements to the Agreement shall constitute your consent to such modifications and supplements. The ICP is responsible for regularly reviewing this Agreement.
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 No1 Healthcare’s website or other communications.
Nothing contained in this provision or this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
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” or otherwise confirming your agreement to these Terms, You hereby agree to this ICP 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 accepting this Agreement.
Please note that these terms and conditions contained in this Agreement may be changed by No1 Healthcare at any time, and at No1 Healthcare’s sole discretion. No1 Healthcare will either inform You of those changes by email or will post any changes to these terms and conditions on No1 Healthcare’s website, or both. Once the terms and conditions have been made available or intimated to you, they will become immediately effective, and your contract with No1 Healthcare will be based on those updated terms and conditions.
By acknowledging, You are hereby agreeing to No1 Healthcare’s terms and conditions. You are confirming your agreement to form a binding contract with No1 Healthcare as described in this Agreement.
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