YOUR ATTENTION IS SPECIFICALLY DIRECTED TO CLAUSE 8: OUR LIABILITY

This document tells you, the client (“You” or the “Client”) the terms and conditions (the “Terms”) on which Parental Choice Limited (“Parental Choice”) supplies payroll services (the “Payroll Services”) as publicised on www.findababysitter.com (the “FAB Website”) to You. Please read these Terms carefully before purchasing the Payroll Services. You should understand that by instructing us to carry out Payroll Services on your behalf, You agree to be bound by these Terms.

These Terms and Conditions are valid as of 1 November 2012. You should print a copy of these Terms for future reference.

1. DEFINITIONS AND INTERPRETATIONS

1.1 Unless otherwise defined, the following terms shall have their assigned meanings:

“Affiliate” means any affiliate, subsidiary, agent, director, employee, shareholder and/or Third Party Provider of Parental Choice;

“Commencement Date” means the day specified by the Client on the Payroll Information Form as the Start Date being at least 5 Business Days after the fully completed Payroll Information Form has been provided to Parental Choice in a form satisfactory to Parental Choice (unless otherwise agreed by the Client and Parental Choice);

“HMRC” means HM Revenue & Customs;
“Losses” means any and all claims, demands, actions, losses, liabilities, damages, costs, charges or expenses of

whatever nature including interest;

“Nanny” means the nanny employed by the Client, as fully identified on the Payroll Information Form, during the Subscription Period (or such other nanny as the Client notifies Parental Choice in accordance with these Terms as a replacement for the original Nanny (subject to the provisions of clause 4.8 below) it being noted that the Payroll Services shall only apply in relation to one Nanny at any time);

“Payroll Information Form” means the fully completed form sent to Parental Choice by the Client through the medium of the FAB Website in connection with the provision of the Payroll Services by Parental Choice to the Client;

“Payroll Services” means the following services:

1. (a)  setting up PAYE scheme and filing PAYE returns electronically;

2. (b)  calculating correct tax and National Insurance payments on behalf of the Client and the Nanny;

3. (c)  calculating the correct net or gross payments and keeping all necessary records;

4. (d)  the provision of accurate payslips each month / week as instructed by the Client to supply to their Nanny by e-mail;

5. (e)  acting as the Client’s agent in dealings with HMRC;

6. (f)  the provision of a monthly summary to the Client showing the Client’s liability for tax and national insurance;

7. (g)  the provision of quarterly details of payments to be made to HMRC;

8. (h)  the calculation and production of end-of-year tax returns, subject to the necessary authorisations from the Client, and the filing of such returns with HMRC;

9. (i)  producing the Nanny’s P60; and

10. (j)  providing the Nanny with a P45 when the Nanny leaves the Client’s employment;

“Subscription Fee” means the amount, inclusive of VAT, quoted on the FAB Website as may be amended from time to time which represents the consideration payable by the Client in connection with Parental Choice providing, or procuring the provision of, the Payroll Services for a Subscription Period to the Client; and

“Subscription Period” means the period of one calendar year commencing on the Commencement Date (subject to the provisions of Clause 4.6 below).

“Third Party Provider” means Prima Accounting LLP, or such other payroll service provider as may be nominated by Parental Choice to provide the Payroll Services.

2. INFORMATION ABOUT US

1. 2.1  We are Parental Choice Limited, a company registered in England and Wales under company number 07656195 with our registered office at 24 Kent Road, East Molesey, Surrey, KT8 9JZ (“We” or “Parental Choice”). Our VAT number is 120 7001 80.

2. 2.2  With the exception of these Terms, the information describing Parental Choice and its services on the FAB Website and the Payroll Information Form, Parental Choice is not responsible for any information that is posted on the FAB Website which is run and managed by Findababysitter.com Limited of 3 Hanson Street London W1W 6TB whose company number is 05449521 (“FAB”).

3. YOUR STATUS

   By placing an order through the FAB Website for the Payroll Services provided by Parental Choice, You warrant that:

   1. (a)  You are legally capable of entering into binding contracts; and

   2. (b)  You are at least 18 years old.

4. PAYROLL SERVICES

1. 4.1  In consideration of the payment by the Client to FAB of the Subscription Fee and full completion of the Payroll Information Form, You will receive an e-mail from Parental Choice acknowledging that We have received Your order. Please note that this does not mean that Your order has been accepted. Your order constitutes an offer to us to provide the Payroll Services. All orders are subject to acceptance by us. We will send you an e-mail that confirms that the Subscription Fee has been paid, and that Payroll Information Form has been properly completed and that the requested Payroll Services will be provided to You for one Subscription Period, at which point a contract will have been formed between us (the “Contract”).

2. 4.2  The Payroll Services will include only those matters set out in the definition thereof and shall not, for the avoidance of doubt, include calculations for employees of the Client other than the Nanny, deductions in relation to pension contributions, record keeping in relation to pension contributions or holidays or any calculations in relation to any period outside the Subscription Period.

3. 4.3  The Client retains responsibility for determining if the Nanny is entitled to any payment of wages, benefit or rebates and that the Nanny is being paid at or above the National Minimum Wage. Parental Choice Limited and/or its Affiliates will only use the rates of pay specified in the Payroll Information Form by the Client and will produce payroll documents accordingly.

4. 4.4  Parental Choice Limited and its Affiliates do not accept liability for any unpaid tax, national insurance contributions or other levies from HMRC or the Benefits Agency (“Costs”), howsoever these should arise. The Client is, and will always, remain the employer of the Nanny and will be responsible for payment of these Costs. The Client has full responsibility for the payment of the Nanny’s wages to the Nanny and the Costs to HMRC. Parental Choice and its Affiliates are at all times only acting as the agent of the Client.

5. 4.5  The Subscription Fee covers one Nanny only. If the Client wishes Parental Choice to provide Payroll Services (or procure the provision of Payroll Services) in relation to any additional nanny, a separate contract must be entered into between Parental Choice and the Client and a further Subscription Fee paid.

6. 4.6  The Subscription Period is a period of one calendar year (starting on the Commencement Date) unless extended prior to the expiry of the then current Subscription Period by the payment to Parental Choice of an additional Subscription Fee (in which case it will be extended by a further calendar year) or unless it has been suspended and subsequently restarted (see Clause 4.7 below). Parental Choice and/or its Affiliates may decline to accept any extension of the Subscription Period at its discretion or may terminate the Payroll Services at any stage during any existing Subscription Period in which case it will refund a pro-rated portion of the Subscription Fee for that Subscription Period to the Client.

7. 4.7  No refund of the Subscription Fee will be given if the Nanny leaves the Client’s employment, for whatever reason, or the Payroll Services are no longer required for any reason during the Subscription Period. In the event that the Nanny is to be replaced and the Payroll Services will be required for a new Nanny, the Subscription Period will be suspended on the date the original Nanny’s employment is terminated and will be restarted on the first day of employment of any new Nanny.

   4.8  If the Nanny leaves the Client’s employment during the Subscription Period and a replacement Nanny is employed, Parental Choice Limited will operate the Payroll Services for the new Nanny for the remainder of the Subscription Period for no additional charge. A replacement Nanny does not include any Nanny employed to cover for an original Nanny on maternity or sick leave as the original Nanny remains employed by the Client. In such an event an additional Subscription Fee will be payable for the temporary Nanny calculated pro-rata for the time the temporary Nanny is providing cover, as agreed between the Client and Parental Choice.

8. 4.9  All Payroll Services will terminate in the event the Subscription Period expires and is not renewed by payment of an additional Subscription Fee, or earlier if requested by the Client (it being noted that no refund of any amount of the Subscription Fee will be paid in such a case). Upon the termination of the Payroll Services, Parental Choice and/or the Third Party Provider will notify HMRC that it (or its Third Party Provider, as appropriate) is no longer acting on the Client’s behalf. Upon expiry of the Subscription Period and upon written request, Parental Choice will use all reasonable endeavours to return all documents held by it on behalf of the Client as requested by the Client to the Client or a nominated third party or agent and will provide, or procure the provision of, details of all pay and deductions calculated since the beginning of the tax year.

9. 4.10  Payroll calculations will be based on the information provided to Parental Choice on the Payroll Information Form and any revised information provided in writing by the Client. The Client undertakes to check all pay documents produced by Parental Choice and/or an Affiliate and notify Parental Choice of any errors or omissions as soon as possible. Neither Parental Choice nor any Affiliate will be liable for any Losses arising from errors in the pay documents which the Client has undertaken to check or from a failure of the Client to provide the accurate information to Parental Choice. Parental Choice has no responsibility for checking that the pay rates comply with current legislation.

10. 4.11  Neither Parental Choice nor any Affiliate can be held responsible for any penalties levied by HMRC, loss or overpayment of wages, tax or National Insurance due to calculation errors resulting from incorrect or incomplete information provided by the Client or late submission of information, monies or documents by the Client to ourselves or to HMRC.

11. 4.12  The Client undertakes to notify Parental Choice in writing of any changes to the employment of pay arrangements as soon as practicable upon becoming aware thereof and, in any event, by no later than 21st of each month or such other date as agreed between the Client and Parental Choice (the “Cut-Off Date”). This will enable Parental Choice and/or an Affiliate to make any necessary amendments to the proceeding payroll documents. Where the Client fails to notify Parental Choice of a change as aforesaid, or has provided incorrect or misleading information, and this results in Parental Choice and/or an Affiliate having to reprocess the payroll or perform additional work to correct payroll documents already issued, Parental Choice will have the right, at its discretion, to charge an additional fee.

5. CONSUMER RIGHTS

   If You are contracting as a consumer, You may cancel the Contract at any time by informing us in writing within seven calendar days of the date of the Contract and before the provision of the relevant Service. We will confirm Your cancellation in writing to You. This means that We will not usually begin work on Your matter until this period has ended. However, We invite You to waive Your statutory right to cancel by signing and returning the Payroll Information Form, which once submitted to Parental Choice, shall be evidence of Your waiver of Your statutory rights. If You do this, We will be able to start the provision of the Payroll Services immediately.

6. PRICE AND PAYMENT

1. 6.1  The price of the Payroll Services will be as quoted on the FAB Website from time to time.

2. 6.2  The prices for each of the Services are inclusive of VAT.

3. 6.3  The price for the Payroll Services will be reviewed on 1st May of each year and any existing Clients will be notified in writing of any changes.

7. OUR LIABILITY

             7.1

1. (a)  We shall under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

2. (b)  Our total liability to You in respect of all other loss arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the purchase price of the relevant Service(s).

             7.2 We do not in these Terms exclude liability for:

             (a)  death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or

1. (b)  for fraud or fraudulent misrepresentation.

3. 7.3  Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

4. 7.4  Parental Choice shall not be liable under any circumstances for any loss, damage, expense, or compensation suffered or incurred by You either directly or indirectly arising from or in any way connected with FAB and or the use of the FAB Website.

5. 7.5  This clause 7 will survive the termination of the Contract.

8. WRITTEN COMMUNICATIONS

1. 8.1  Applicable laws require that some of the information or communications We send to You should be in writing. When using the FAB Website, 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 the FAB 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.

2. 8.2  Use of e-mail carries certain risks including non-delivery, delays, data corruption, interception, transfer of viruses, loss of confidentiality and privilege. We do not accept any liability for any loss resulting from the use of e-mail for communication between us or between third parties. If You are in any doubt as to whether the e-mail has come from Parental Choice, please contact the person named as the sender by other means.

3. 8.3  In the event that verbal communications and instructions are made they will not be accepted by us or any of our Affiliates unless confirmed by e-mail or in writing. Parental Choice will not accept any responsibility for any costs, charges or penalties incurred by the Client as a result of a failure to provide written confirmation of a verbal instruction.

9. CONFIDENTIALITY

1. 9.1  We will use all reasonable endeavours to keep all of the personal information that You provide to us confidential except as required otherwise by law or regulation, to the extent otherwise required for us to carry out or obligations to You in relation to our agreement or you authorise otherwise expressly or by implication.

2. 9.2  Parental Choice is registered as a data controller for the purposes of the Data Protection Act 1998. For further details on our privacy policy, please contact Parental Choice on info@parentalchoice.co.uk.

10. TRANSFER OF RIGHTS AND OBLIGATIONS

1. 10.1  The contract between You and us is binding on You and us and on our respective successors and assignees.

2. 10.2  You may not transfer, assign, charge or otherwise dispose of a Contract, or any of Your rights or obligations arising under it, without our prior written consent.

3. 10.3  We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

11. EVENTS OUTSIDE OUR CONTROL

1. 11.1  We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (“Force Majeure Event”).

2. 11.2  Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and We will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

12. WAIVER

1. 12.1  If We fail, at any time during the term of a Contract, to insist upon strict performance of any of Your obligations under the Contract or any of these terms and conditions, or if We fail to exercise any of the rights or remedies to which We are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve You from compliance with such obligations.

2. 12.2  A waiver by us of any default will not constitute a waiver of any subsequent default. Page 4 of 5

   12.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to You in writing in accordance with clause 8 above.

13. 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.

14. ENTIRE AGREEMENT

1. 14.1  These Terms and any document expressly referred to in them (including, the Payroll Information Form) constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement, oral or written, between us relating to the subject matter of any Contract.

2. 14.2  We each acknowledge that, in entering into a Contract, 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 terms and conditions or the documents referred to in them.

15. NOTICES

    All notices given by You to us must be given to Parental Choice Limited at 24 Kent Road, East Molesey, Surrey, KT8 9JZ. 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 8 above. Notice will be deemed received and properly served immediately 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.

16. OUR RIGHT TO VARY THESE TERMS

1. 16.1  We have the right to revise and amend these Terms from time to time, subject to providing You with reasonable notice thereof.

2. 16.2  You will be subject to the policies and Terms in force at the time that You instruct us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by You).

17. LAW AND JURISDICTION

Contracts for the purchase of the Service(s) 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. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.

Parental Choice Limited Registered in England & Wales. Registered Company Number: 7656195. Registered Office: 24 Kent Road, East Molesey, Surrey KT8 9JZ. PARENTAL CHOICE is a trade mark of Parental Choice Limited. The PARENTAL CHOICE logo is a registered trade mark of Parental Choice Limited.