Childcare UK App Terms and Conditions

This document (together with any documents referred to in it) sets out the terms and conditions (Conditions) under which we, International New Media Limited (Company, we), provide an online advertising and networking platform for parents and childcare providers (Services). By applying to participate in the Services you indicate that you accept these Conditions and that you agree to abide by them. Please understand that if you refuse to accept these Conditions, you will not be able participate in any Services via our app.

1. INFORMATION ABOUT US

1.1 We operate the Childcare UK App. (app). We are International New Media Limited, a company registered in England and Wales under company number 6020111 with our registered office at 1 High Street Mews, Wimbledon Village, London, SW19 7RG. Our VAT number is 977 4121 96.

2. APPLYING FOR MEMBERSHIP AND MEMBERSHIP RENEWALS

2.1 You need to register with us as a member (Member) in order to participate in the Services. A Member can be a Childcare Provider (a person offering babysitting, nannying, childminding, nursery, midwifery or maternity nursing services) or a Parent (a parent or guardian seeking childcare assistance from a Childcare Provider). Childcare Providers can advertise their services via our app and Parents can advertise their childcare requirements. Childcare Providers and Parents can search for each other using the app.

2.2 Our app and our Services are only intended for use by people resident in the United Kingdom and are not available to persons outside the United Kingdom By applying to be a Member, you warrant that you are based in the United Kingdom and you are at least 18 years old. We do not generally accept applications from childcare agencies.

2.3 Where you are a Childcare Provider you warrant that all services provided by you to a Parent will comply with all relevant legislation and regulations affecting childcare services and that you hold all appropriate licences and registrations.

2.4 Payment for gold membership (Membership Fee) can be made as detailed elsewhere on our app.

2.5 Membership Fees are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Membership Confirmation (see below).

2.6 After completing and submitting a registration form, you will receive an e-mail from us acknowledging that we have received your application to become a Member. Please note that this does not mean that your application has been accepted. Your registration form constitutes an offer to become a Member subject to these Conditions. All applications are subject to acceptance by us in our sole discretion. We will confirm such acceptance to you by sending you an e-mail (Membership Confirmation) if and when your profile has been approved at which time the contract between us for the supply of Services will be formed.

2.7 Your gold membership will either be for a 7 day, one-month period or a twelve-month period (as you select during the membership application process).

2.8 Until we or you have given written notice to terminate your membership at the next renewal date, or we have terminated it in accordance with clause 13, you shall remain liable for the Membership Fee.

3. OUR STATUS

3.1 We act as an online portal to introduce Parents and Childcare Providers to each other. When you enter into a contract for the supply of services and/or any goods with a Parent or a Childcare Provider advertised on our app, the contract will be between the Parent and the Childcare Provider.

3.2 We at the Company are not a party to the contractual relationship between the Childcare Provider and the Parent (whether an oral, written or other contract). It is up to you to ensure that you are satisfied of the suitability of any engagement, to confirm the identity and the status of those involved and to check any credentials and we shall have no input or liability in that respect.

3.3 You acknowledge and agree that in making the app and any adverts or profiles placed by you available via the app we are not acting as an agent of any visitors to our website or as an agent of any Parents and/or Childcare Providers.

3.4 We do not assume any responsibility for services provided by or between Parents and Childcare Providers or any other third party suppliers or any statements made by them and we make no representations or warranties, whether express or implied, about the suitability or quality of any services or goods which appear on our app or any statements made about them (including, but not limited to, any profiles or Parents’ reviews of Childcare Providers). In addition, we take no steps to verify the identity of any Parent or Childcare Provider, any statement made about them or any relevant qualifications or experience. 3.5 We do not endorse any comments, opinions or reviews made by anyone on our app and we do not review their accuracy or content, but we reserve the right to remove any comments, opinions, reviews or other materials from our app which we believe do not comply with our acceptable use policy set out in clauses 10 to 12 inclusive.

3.6 Without prejudice to the generality of the above: (a) where you are a Parent, you will be solely responsible for the engagement of a Childcare Provider on terms acceptable to you, for verification of its identity, qualifications, credentials and experience and for all necessary direction, supervision and control; (b) where you are a Childcare Provider, you acknowledge that we do not guarantee any recruitment or engagement of you by a Parent and you must satisfy yourself of the suitability of any engagement and any arrangements between you.

3.7 We may also provide links on our app to the apps or websites of other companies, whether affiliated with us or not. We cannot give any undertaking that products or services you purchase from third party sellers through our app, or from companies to whose website we have provided a link on our app, will be of satisfactory quality, and any such warranties are disclaimed by us absolutely. This disclaimer does not affect your statutory rights against the third party seller.

3.8 Nothing in these Conditions shall be deemed to constitute a partnership or ay employment relationship between you and us, nor will anything be deemed to constitute one party the agent of the other for any purpose.

3.9 You shall indemnify us against all costs, claims, damages, losses and expenses arising as a result of any claim or action suffered by us in the event: (a) that we are held to be acting as your agent in performing our obligations or any Services under these Conditions; (b) of any breach by you of these Conditions; (c) of any dispute between any Parent and Childcare Provider.

4. CONSUMER RIGHTS

4.1 You acknowledge that where you are a Parent acting as a consumer, you do not have a cooling-off period in which you can cancel your membership. This is because the Services commence as soon as we send you confirmation of your membership in accordance with clause 2.6. This clause 4.1 does not affect your statutory rights.

4.2 You do not have a right of cancellation if you are in business as a Childcare Provider.

4.3 Any other rights regarding cancellation and refunds will be at our sole discretion and no such refunds will be given where you have breached these Conditions.

5. ACCESSING OUR APP

5.1 Access to our app is permitted on a temporary basis and we reserve the right to withdraw or amend the service we provide on our app without notice (see below). We will not be liable if for any reason our app is unavailable at any time or for any period.

5.2 From time to time, we may restrict access to some parts of our app, or our entire app, to users who have registered with us.

5.3 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Conditions.

5.4 When using our app, you must comply with the provisions of our acceptable use policy set out in clauses 10 to 12 inclusive.

6. DATA PROTECTION AND PRIVACY POLICY

6.1 You warrant that you shall comply with the requirements of the Data Protection Act 1998 and any other relevant legal requirements in respect of data protection.

6.2 You agree to indemnify us against any loss, damages, costs and expenses (including reasonable legal fees and costs) incurred by us a result of your breach of the above warranty.

6.3 We process information about you in accordance with our privacy policy. By using our app, you consent to such processing and you warrant that all data provided by you is accurate and complete.

6.4 FLURRY ANALYTICS

Within Childcare UK we use the Flurry Analytics service operated by Flurry.com 282 2ND STREET, SUITE 202 SAN FRANCISCO, CA 94105, USA). This service gathers information about user behavior within the app an on our website. We therefore transfer several information to the operator of Flurry.com so that they can aggregate this information into a report for us. This information currently consists of;

the Childcare UK version used, your iOS version number, a time stamp of your use of Childcare UK Device-ID,The IMEI of your device (if applicable), Your type of device (e.g. IPhone, IPod, etc..), Language settings and timezone of your device, Information about network service quality (Wifi, 3G, etc..), Your MAC-address (hardware ID of your network interface, if applicable)

The data transferred to Flurry will be anonymized (replaced with a Hash-value) by Flurry in most cases. This applies in particular to the IMEI-number, the Device-ID and the MAC-address.

For further information about privacy on Flurry, please see here http://www.flurry.com/privacy-policy.html. You may also opt-out from data processing by Flurry here: http://www.flurry.com/user-opt-out.html

To do this you need to provide your Device-ID and your Wifi/MAC-address to Flurry.com. Flurry will then deactivate data processing for your device.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 We are the owner or the licensee of all intellectual property rights in our app, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

7.2 You must not use any part of the materials on our app for commercial purposes without obtaining a licence to do so from us or our licensors.

7.3 Childcare UK App is a trademark owned by the Company.

8. RELIANCE ON INFORMATION POSTED

8.1 Commentary and other materials posted on our app are for guidance purposes only. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our app, or by anyone who may be informed of any of its contents. You must make all appropriate investigations before entering into an engagement with a Parent or Childcare Provider.

8.2 We aim to update our app regularly, and may change the content at any time. If the need arises, we may suspend access to our app, or close it indefinitely. Any of the material on our app may be out of date at any given time, and we are under no obligation to verify or update such material.

8.3 Any information is provided for your personal use and it must not be used for any further commercial purpose, such as the resale or further distribution to a wider audience.

9. OUR LIABILITY

9.1 The material displayed on our app is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we and third parties connected to us hereby expressly exclude: (a) all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity. (b) any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with the Services, our app or in connection with the use, inability to use, or results of the use of our app, any websites linked to it and any materials posted on it, including, without limitation any liability for loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of data; loss of goodwill; wasted management or office time; and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

9.2 This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

9.3 Subject to clauses 9.1, 9.2 and 9.4, the Company’s aggregate liability in respect of claims based on events arising out of or in connection with the Services, these Conditions or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total charges paid by you for Membership Fees in the calendar year in which the claim arises.

9.4 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our app or to your downloading of any material posted on it, or on any website or app linked to it.

10. UPLOADING MATERIAL TO OUR APP

10.1 Whenever you make use of a feature that allows you to upload material to our app, or to make contact with other users of our app, you must comply with the acceptable use policy set out in clauses 10 to 12 inclusive. You warrant that any such contributions (Contributions) do comply with that policy, and you indemnify us for any breach of that warranty.

10.2 Any material you upload to our app will be considered non-proprietary and we have the right to use, copy, distribute and disclose to third parties any such material in accordance with these Conditions and our Privacy Policy. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our app constitutes a violation of their intellectual property or other rights.

10.3 We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our app.

10.4 Contributions must be accurate (where they state facts), be genuinely held (where they state opinions) and comply with applicable law in the UK and in any country from which they are posted.

10.5 Contributions must not: (a) contain any material which is defamatory of any person; (b) contain any material which is obscene, offensive, hateful or inflammatory; (c) promote sexually explicit material; (d) promote violence. (e) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (f) infringe any copyright, database right or trade mark of any other person; (g) be likely to deceive any person; (h) be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; (i) promote any illegal activity; (j) be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety; (k) be likely to harass, upset, embarrass, alarm or annoy any other person; (l) be used to impersonate any person, or to misrepresent your identity or affiliation with any person; (m) give the impression that they emanate from us, if this is not the case; or (n) advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

10.6 We have the right to remove any material or posting you make on our app if, in our opinion, such material does not comply with our acceptable use policy set out in clauses 10 to 12 inclusive or as we believe in our sole discretion is prudent or necessary to minimise or eliminate our potential liability.

10.7 You shall be responsible for the accuracy and completeness of your Contributions and for ensuring that that they are current and up to date.

10.8 We have no obligation to you, and undertake no responsibility, to review your Contributions (including user-generated content) to determine whether they may result in any liability to any third party. 10.9 You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that any material posted, or linked to, our app by you constitutes a breach of our acceptable use policy set out in clauses 10 to 12 inclusive.

11. PROHIBITED USES OF OUR APP

11.1 You may use our app only for lawful purposes. You may not use our app: (a) in any way that breaches any applicable local, national or international law or regulation; (b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; (c) for the purpose of harming or attempting to harm minors in any way; (d) to send, knowingly receive, upload, download, use or re-use any material which does not comply with our acceptable use policy as set out in clauses 10 to 12 inclusive; (e) to transmit or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); (f) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

11.2 You also agree not to access without authority, interfere with, damage or disrupt: (a) any part of our app; (b) any equipment or network on which our app is stored; (c) any software used in the provision of our app; or (d) any equipment or network or software owned or used by any third party.

12. INTERACTIVE SERVICES

12.1 We may from time to time provide interactive services on our app, including, without limitation, chat rooms and bulletin boards (Interactive Services). Where we do provide any Interactive Service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

12.2 We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any Interactive Service provided on our app, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any Interactive Service we provide on our app, and we expressly exclude our liability for any loss or damage arising from the use of any Interactive Service by a user in contravention of our content standards, whether the service is moderated or not.

13. SUSPENSION AND TERMINATION

13.1 We will determine, in our discretion, whether there has been a breach of these Conditions through your use of our app. When a breach of these Conditions has occurred, we may take such action as we deem appropriate.

13.2 Failure to comply with these Conditions may result in our taking all or any of the following actions: (a) immediate, temporary or permanent withdrawal of your membership and the right to use our app; (b) immediate, temporary or permanent removal of any posting or material uploaded by you to our app; (c) issue of a warning to you; (d) legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; (e) further legal action against you; or (f) disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

13.3 We exclude liability for actions taken in response to breaches of these Conditions. The responses described above are not limited, and we may take any other action we reasonably deem appropriate.

14. LINKING TO OUR APP AND LINKS FROM OUR APP

14.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you.

14.2 Our app must not be framed on any other app, nor may you create a link to any part of our app other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out above.

14.3 If you wish to make any use of material on our app other than that set out above, please contact us.

14.4 Where our app contains links to other apps and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those apps or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

15. WRITTEN COMMUNICATIONS

Applicable laws require that some of the information or communications we send to you should be in writing. When using our app, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

16. NOTICES

All notices given by you to us must be given to International New Media Limited, 1 High Street Mews, Wimbledon Village, London, SW19 7RG. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 15 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

17. TRANSFER OF RIGHTS AND OBLIGATIONS

17.1 These Conditions are binding on you and us and on our respective successors and assignees.

17.2 You may not transfer, assign, charge or otherwise dispose of any of your rights or obligations arising under these Conditions without our prior written consent.

17.3 We may transfer, assign, charge, sub-contract or otherwise dispose of any of our rights or obligations arising under these Conditions at any time.

18. EVENTS OUTSIDE OUR CONTROL

18.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Conditions that is caused by events outside our reasonable control (Force Majeure Event).

18.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: strikes, lock-outs or other industrial action; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; impossibility of the use of public or private telecommunications networks; and the acts, decrees, legislation, regulations or restrictions of any government.

19. WAIVER

19.1 If we fail at any time to insist upon strict performance of any of your obligations under these Conditions, or if we fail to exercise any of the rights or remedies to which we are entitled, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations. A waiver by us of any default will not constitute a waiver of any subsequent default.

19.2 No waiver by us of any of these Conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 16 above.

20. SEVERABILITY

If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

21. ENTIRE AGREEMENT

21.1 These Conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to their subject matter.

21.2 We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Conditions or the documents referred to in them.

21.3 Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.

21.4 Nothing in this clause limits or excludes any liability for fraud.

22. OUR RIGHT TO VARY THESE CONDITIONS

22.1 We have the right to revise and amend these Conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.

22.2 You will be subject to the Conditions in force at the time that you become a Member or which are in force at the time your membership is automatically renewed in accordance with clause 2.7 above, unless any change to these Conditions is required to be made by law or governmental authority.

23. LAW AND JURISDICTION

23.1 These Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law and will be subject to the non-exclusive jurisdiction of the courts of England and Wales. 24.

YOUR CONCERNS

If you have any concerns about material which appears on our app, please contact us.