THIS IS AN IMPORTANT DOCUMENT. IT IS A LEGAL CONTRACT BETWEEN YOU AND LAST MINUTE MINDERS. PLEASE DO NOT AGREE TO IT UNLESS YOU HAVE READ AND UNDERSTOOD IT AND ANY DOCUMENT MENTIONED IN IT. WE RECOMMEND THAT YOU CONSULT A SOLICITOR SHOULD YOU NOT UNDERSTAND ANY ITEMS MENTIONED. YOU SHOULD ALSO HAVE THE DOCUMENT TRANSLATED INTO YOUR OWN LANGUAGE IF NECESSARY. IF YOU NEED ANY CLARIFICATION, PLEASE ASK US AND WE WILL ENDEAVOUR TO HELP BUT WE CANNOT GIVE YOU LEGAL ADVICE.
Last Minute Minders is a community of self-employed pre-screened childcare professionals. Last Minute Minders act as an introduction agent and as such will introduce Minders in our community to Users who require childcare support. Last Minute Minders will notify Minders through email, phone and our web based platform of placements requested by Users in the Minder’s areas based on Minder requirements, pre-determined availability and qualification level.
Last Minute Minder’s Users include Creches, Parents and Hotels. This is not an exhaustive list.
1.1 This is an agreement between Last Minute Minders Ltd with its registered office at National Franchise Centre, 3rd floor, Bank House, 106 - 108 O'Connell Street, Limerick, Ireland, company number 428296 and the person wishing to join the Last Minute Minders community. (“Minder”).
2.1 The following terms shall have the following meanings in this agreement:
|Users||Persons to whom Last Minute Minders introduces the Minder in order to complete Placements that they have requested support for.|
|Placements||A placement is a detailed description of the work expected from the Minder, the location, the hours, the agreed rate and any other details that are necessary to inform a Minder on the position.|
|Accepting a placement||When a Minder confirms that they would like to accept a User’s placement based on an agreed hourly rate at an agreed location for an agreed time period.|
|Users Terms & Conditions||The User terms and conditions may be changed from time to time and Minders in the community will be made aware of these changes.|
|Profile||The Minder’s unique profile on the Website which will be kept updated by the Minder.|
|Services||Childcare services to be supplied by the Minder to Users|
|Last Minute Minders Services||Introductory agent services and any other services supplied by Last Minute Minders in connection with the supply by the Minder of Relief Services to Users|
|Other services||Other services may include permanent recruitment.|
|Website||Last Minute Minders’ website at www.lastminuteminders.com|
|In Writing||All forms of visible reproduction in permanent form (including email)|
|Placement Pack||A file stored on cloud based storage drive containing documents as provided by the Minder to Last Minute Minders including CV, verified references, copy of qualifications, copy of photo identification, and copy of Garda vetting form available to the User on agreement of terms with the Minder for a job request.|
2.2 The word “including”, unless the context otherwise requires, shall mean “including without limitation”. The headings in this agreement are for convenience only and shall not affect its interpretation. References to a “person” shall include any individual, firm, unincorporated association or body corporate.
3.1 The Minder acknowledges that in determining whether to include the Minder in Last Minute Minders online Community as a potential supplier of Services, Last Minute Minders relies on the accuracy and completeness of the information supplied by the Minder. The Minder promises that all such information is true and not misleading.
3.2 The Minder promises that he/she possesses the necessary paperwork to allow them to work legally in Ireland.
3.3 The Minder authorises Last Minute Minders and/or any of their appointed agents to carry out all necessary searches, including searches of consumer credit records, in order to verify their information.
The Minders authorises Last Minute Minders to hold a copy of the Garda Vetting in a secure manner at its’s premises.
3.4 The Minder authorises Last Minute Minders and/or any of their appointed agents to perform Garda Vetting through the Garda Central Processing unit and grants permission for Garda Central Processing Unit to forward the Disclosure Certificate (or similar search results) to the Company to be opened upon receipt.
3.5 The Minder promises it will promptly disclose to Last Minute Minders all matters which are material to the Minder’s ability and suitability to perform the Services as well as any material changes thereto.
4.1 If Last Minute Minders decides in its absolute discretion to accept the Minder’s application to include the Minder in the online community as a potential supplier of Services subject to the terms of this agreement. In such a case, the Minder authorises Last Minute Minders to act as booking agent for the Minder whereby Last Minute Minders processes bookings, takes payment and contractually commits the Minder to supply Services to Users on the basis of this agreement and the User Terms and Conditions.
4.2 The Minder acts an independent contractor and is not be an employee of Last Minute Minders. The Minder shall be fully responsible for any tax and national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with this agreement or the Services. The Minder shall indemnify Last Minute Minders against all reasonable costs and expenses and any tax, penalty, fine or interest incurred or payable by Last Minute Minders in connection with or in consequence of any such liability, deduction, contribution, assessment or claim, other than where such liability, deduction, contribution, assessment or claim arises out of the negligence or wilful default of Last Minute Minders. Last Minute Minders may at its option satisfy such indemnity (whether in whole or in part) by way of deduction from the payments due to be paid to it under this agreement.
The Minders acknowledges that it is their responsibility to ensure that all of their tax affairs are up to date and may be asked to provide a tax clearance certificate.
5.1 If a Minder accepts a Placement with a User, whether once-off or otherwise, the Minder agrees to supply Services to that User in accordance with the terms of this agreement. The Minder acknowledges that, notwithstanding any obligations of the Minder to Last Minute Minders herein regarding the standard of such Services, the Minder contracts direct with each User for the supply of Services and that, in the event of a dispute with the User, the Minder’s recourse is against the User and not Last Minute Minders.
5.2 The Minder promises that it has the necessary skills & qualification to supply the Services and will submit evidence of same to Last Minute Minders.
5.3 The Minder shall supply the Services in accordance with a high degree of professionalism and the highest industry standards.
5.4 The Minder shall comply with applicable laws and regulations in the supply of the Services and otherwise in connection with this agreement.
5.5 The Minder shall agree in accordance with its User as to the provision and procurement of materials required in the provision of services. Last Minute Minders is not responsible for the provision of any tools, equipment or materials.
5.6 The Minder acknowledges that Last Minute Minders will notify the Minder of any User cancellation by email and it is the Minder’s responsibility to frequently monitor for such emails.
5.7 The Minder shall promptly notify Last Minute Minders:
a) if for any reason it cannot attend any confirmed scheduled placement or otherwise becomes unable or unavailable to supply the Services as contracted. They must also contact their user (the User) within 2 hours of the expected start time,
b) if it receives any complaints from any User; and
c) of any grievance that the Minder may have in relation to a particular User;
d) of any childcare concerns they have about Users or children in their care;
e) of any request by Users to provide further services so Last Minute Minders can track usage
f) of any offers on full time employment or engagement for services by any User.
5.8 The Minder shall attempt to resolve, any complaint by a Customer directly with said Customer.
5.9 The Minder shall provide reasonable co-operation to Last Minute Minders in connection with this agreement and comply with Last Minute Minders’ reasonable requirements including prompt provision of such information and documents as Last Minute Minders may reasonably request in connection with this agreement.
5.10 The Minder shall only use User contact information insofar as necessary to supply the Services. The Minder shall keep such information confidential and shall delete it on request by Last Minute Minders.
5.11 Last Minute Minders does not guarantee that that the Minder will receive any, or any particular level of, contracts or revenues from this agreement.
5.12 Last Minute Minders does vet Users but cannot provide any guarantees as to the conduct of Users or the suitability or safety of their premises. Minders attend visits at their own risk. Minders must leave immediately if they have any concerns as to such matters.
5.13 The Minder shall be aware that there is an acceptable standard of dress in the industry and can refer to the recommendations on dress code made by Last Minute Minders.
6.1 The Minder acknowledges that parts of their online Profile cannot be altered directly by the Minder (Garda Vetting & Qualifications). Any requests for changes to the Profile must be made to Last Minute Minders and it is in Last Minute Minders’ absolute discretion whether or not to implement such requested changes.
6.2 Last Minute Minders gives no guarantee as to the availability of the Website and is entitled to temporarily suspend the Website without prior notice for the purposes of repair, maintenance or improvement.
6.3 The Minder acknowledges that the Website may in the future include User comments reviews / ratings (“Reviews”) relating to the Services provided by the Minder and that these will be privately available for viewing by Users who have booked a particular Minder. Last Minute Minders is not responsible for monitoring or editing such Reviews. The Minder acknowledges that such Reviews may be critical or defamatory of the Minder. Notwithstanding that Last Minute Minders may be aware or ought reasonably to be aware that such Reviews caused or contributed to publication of a defamatory statement about the Minder, the Minder releases Last Minute Minders from any liability in connection with such defamatory statements provided that Last Minute Minders offers the Minder a reasonable right of reply.
7.1 The Minder acknowledges and agrees that Last Minute Minders is entitled to process the Minder’s personal data in accordance with the terms of Last Minute Minders’ privacy and cookies policy which is subject to change from time to time.
8.1 The payments due to the Minder for Services are the recommended hourly rate unless a different rate is negotiated and agreed between Minder and User. Last Minute Minders may change the recommended hourly rates in line with industry norms by giving at least 14 days’ notice to the Minder in Writing.
8.2 All payments will go through Last Minute Minders and will be stored in an account called Last Minute Minders Client Account and Minders will be paid from this account. In order to draw down fees Minders must submit a signed work log to Last Minute Minders.
8.3 Last Minute Minders shall use reasonable endeavours to remit payments due to the Minder by online bank transfer within one week after the day when the User has been successfully charged at the Minders request. In the event of any User complaint, upon the instruction of the user Last Minute Minders is authorised to withhold from any payment otherwise due to the Minder such sum as it considers reasonable for such period as it considers reasonable until further investigation.
9.1 Any provisions in this agreement excluding or limiting liability will apply regardless of the form of action, whether under statute, in contract or tort including negligence or otherwise. Nothing in this agreement in any way excludes or restricts either party’s liability for negligence causing death or personal injury or for fraudulent misrepresentation or for any liability which may not legally be excluded or limited.
9.2 Last Minute Minders shall not be liable for breach of this agreement unless the Minder has given Last Minute Minders prompt written notice of the breach and a reasonable opportunity thereafter to rectify the breach at Last Minute Minders’ expense.
9.3 The liability of Last Minute Minders under or in connection with this agreement in respect of for any act or omission or any series of connected acts or omissions shall be limited to the amount paid to the Minder in the six months preceding the act or omission complained of.
9.4 In no circumstances shall Last Minute Minders be liable for any consequential, indirect or special damages or for economic losses (including without limit, loss of revenues, profits, contracts, business or anticipated savings) or for damage to or loss of data or for damage for loss of reputation.
9.5 Both parties exclude all terms that are not expressly stated herein, including but not limited to any implied warranties as to quality, fitness for purpose or ability to achieve a particular result.
9.6 The Minder shall indemnify and hold harmless Last Minute Minders and its successors, assigns, parent, subsidiaries and affiliates, and its directors, officers, employees, and agents against all losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of the breach by the Minder of this agreement or supply of Services by the Minder. Last Minute Minders shall have the right to withhold its reasonable estimate of the total damages and costs from sums otherwise payable to the Minder pursuant to this or any other agreement between the parties, and to apply such sums to payment of such damages and expenses. Last Minute Minders shall have the sole right to control the defence and settlement of any such claim save that Last Minute Minders shall consult with the Minder prior to any settlement. The Minder agrees to provide reasonable assistance to Last Minute Minders at the Minder’s expense in the defence of same.
10.1 Last Minute Minders may at any time whether with or without cause and whether with or without notice immediately (1) suspend the Minder from the Last Minute Minders Services including removal of the Minder’s Profile from the Community and website and/or (2) terminate this agreement.
10.2 The Minder may terminate this agreement at any time by giving at least 14 days’ notice in Writing to Last Minute Minders.
10.3 Upon termination of this agreement for any reason:
a) accrued rights and liabilities will be unaffected
b) the Minder’s Profile shall be removed;
c) the Minder shall cease supplying Services;
d) Last Minute Minders shall cease supplying the Last Minute Minders Services; and
e) all clauses which are expressed or clearly intended to survive termination together with any other provision necessary for the interpretation or enforcement of this agreement.
11.1 You shall keep in confidence any information in any form (including oral) of a confidential nature obtained in connection with this agreement (including the terms of this agreement) and shall not without our prior written consent use that information other than for the purposes of this agreement or disclose it to any person.
11.2 You shall keep in confidence any information in any form (including oral) of a confidential nature obtained while carrying out services for a user and shall not disclose it to any person.
12.1 The Minder will be alert to the possibility that children with whom they are in contact while supplying services may be suffering from abuse or neglect through the official reporting channels.
12.2 The Minder shall inform Tusla, The Child and Family Agency without delay should they have any reasonable grounds for concern that a child may have been, is being or is at risk of being abused or neglected.
13.1 Any notice or other information required or authorised by this agreement to be given by any party may be given by hand or sent (by post) to another party at its registered office or such other address as that party may notify to the other party for this purpose from time to time or, unless stated otherwise, by email (provided that the email has not been returned).
13.2 Any notice or other information given by post which is not returned to the sender as undelivered shall be deemed to have been given on the second day after the envelope containing the same was so posted and proof that the envelope containing any such notice or information was properly addressed pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that such notice or information has been duly given.
14.1 This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any previous communications or agreements between the parties. Both parties acknowledge that there have been no misrepresentations and that neither party has relied on any pre-contractual statements. Liability for misrepresentation (excluding fraudulent misrepresentation) relating to the terms of this agreement is excluded.
14.2 Neither party is liable for breach of this agreement if the failure or delay is caused by any circumstances beyond the party’s reasonable control.
14.3 Unless otherwise stated in this agreement, no amendment or variation of this agreement shall be effective unless in writing (including email), expressed to be an amendment to this agreement and signed by a duly authorised representative of each of the parties.
14.4 As there are legal obligations in regards to pre-screening The Minder may not assign the whole or any part of its rights or obligations under this agreement without the prior written consent of Last Minute Minders, not to be unreasonably withheld or delayed.
14.5 The failure of a party to exercise or enforce any right under this agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
14.6 If any provision of this agreement is held to be unlawful, void or unenforceable in whole or in part, this agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the offending provision in good faith to achieve the same objects.
14.7 Save insofar as expressly provided otherwise in this agreement, no third party may enforce any clause in this agreement under the contracts law.
14.8 This agreement shall be governed by and construed in all respects in accordance with the laws of Ireland and each party hereby submits to the exclusive jurisdiction of the Irish Courts.