GRACE & GOODWILL LTD WEBSITE AND PLATFORM TERMS AND CONDITIONS
1. INTRODUCTION
These Terms and Conditions apply to the use of the website and online platform operated by Grace & Goodwill Ltd at www.graceandgoodwill.co.uk.
These Terms set out the general rules that apply to website access, account registration and use of the platform. Depending on how you use the platform, additional agreements or policies may also apply, including client terms, care worker terms, privacy terms, cookie terms and any applicable platform or introduction terms.
By accessing the website, creating an account, submitting any information, or using the platform in any manner, you agree to be legally bound by these Terms. If you do not accept these Terms, you must not access or use the website or platform.
2. DEFINITIONS
2.1. In these Terms, unless the context requires otherwise, the following expressions shall have the meanings set out below. Defined terms shall have the same meaning whether used in the singular or plural, unless the context expressly requires otherwise.
a. "Account" means a registered user account created to access or use the Platform.
b. "Care Worker" means an individual registered with the Platform as a self-employed independent contractor for the purpose of independently offering live-in care and other privately arranged care and support services directly to Clients.
c. "Client Lifetime Membership" means the personal and non-transferable membership purchased for a specific registered Client, which provides that Client with access to the Platform and applicable Agency Services in accordance with the Client Service Agreement and Platform / Agency Introduction Terms. The membership belongs solely to the registered Client and does not extend to another family member or care recipient.
d. "Client" means any individual who registers with or uses the Platform for the purpose of identifying, selecting or engaging a Care Worker.
e. "Content" means any information, text, images, photographs, videos, documents, files, communications or other material submitted, uploaded, displayed or made available through the Website or Platform by Grace & Goodwill or any User.
f. "Family Member" means any person acting on behalf of, or in the interests of, a Client or prospective Client in connection with the use of the Platform.
g. "Grace & Goodwill" means Grace & Goodwill Ltd, a company incorporated in England and Wales under company number 16011465.
h. "Introduction" means the process by which Grace & Goodwill facilitates contact between a Client and a Care Worker through the Platform.
i. "Placement" means an arrangement under which a Client engages a Care Worker following an Introduction made through the Platform.
j. "Platform" means the online introductory platform operated by Grace & Goodwill through the Website and any associated applications, portals or digital services made available from time to time.
k. "Services" means the introductory, administrative and Platform services provided by Grace & Goodwill, including Client and Care Worker registration, administrative onboarding, maintenance of User profiles, facilitation of Introductions, payment collection and administration, and other administrative activities reasonably connected with Grace & Goodwill's operation as an independent introductory agency. The Services do not include the provision, supervision or management of care services.
l. "User" means any person who accesses or uses the Website or Platform, whether as a visitor or a registered account holder.
m. "Website" means the Grace & Goodwill website located at www.graceandgoodwill.co.uk, including all associated webpages and content made available through that domain.
n. "Terms" means these Website and Platform Terms and Conditions, as amended from time to time.
o. "Privacy Policy" means Grace & Goodwill's Privacy Policy, as amended from time to time, which explains how personal data is collected, used, stored, shared and otherwise processed.
p. "Cookie Policy" means Grace & Goodwill's Cookie Policy, as amended from time to time, which explains the use of cookies and similar technologies on the Website and Platform.
q. "Grace & Goodwill Verified Professional" means the optional, invitation-only subscription programme made available by Grace & Goodwill to selected registered Care Workers who satisfy the eligibility criteria determined by Grace & Goodwill from time to time. Participation is voluntary and does not guarantee Placements, priority selection or any minimum level of work or earnings.
3. BUSINESS IDENTITY
3.1. Grace & Goodwill Ltd is a company incorporated and registered in England and Wales under company number 16011465, with its registered office at Hypoint, Saltmeadows Road, Gateshead, NE8 3AH, United Kingdom. References in these Terms to "Grace & Goodwill", "we", "us" or "our" are references to Grace & Goodwill Ltd.
3.2. Grace & Goodwill operates the Website located at www.graceandgoodwill.co.uk and the online introductory Platform made available through it. Any enquiries relating to these Terms or the use of the Website or Platform may be directed to admin@graceandgoodwill.co.uk
4. INTRODUCTORY AGENCY STATUS
4.1. Grace & Goodwill operates solely as an independent introductory agency and online Platform that facilitates Introductions between private Clients seeking live-in care or other privately arranged care and support services and self-employed Care Workers. Grace & Goodwill does not itself provide care services and is not a party to any care arrangement entered into between a Client and a Care Worker following an Introduction. Care Workers independently determine their own availability and remain free to express an interest in, apply for, accept, decline or end any Placement in accordance with their direct agreement with the Client. Clients remain solely responsible for deciding whether a Care Worker is suitable for their requirements and whether to proceed with or continue a Placement.
4.2. Grace & Goodwill does not employ Care Workers, supply them as temporary workers, direct or supervise their day-to-day work, assess clinical needs, determine whether care is clinically appropriate, prepare or manage care plans, provide medical, nursing or clinical services, or otherwise control the delivery of care services. Care Workers provide their services as self-employed independent contractors and remain solely responsible for their professional conduct, compliance and the services they provide. Grace & Goodwill's activities are intended to remain limited to introductory and related administrative services and are not intended to involve the carrying on of regulated care activities requiring registration with the Care Quality Commission, provided that its operational practices remain consistent with the role described in these Terms.
5. SCOPE OF THESE TERMS
5.1. These Terms govern access to and use of the website and the general functionality of the Grace & Goodwill platform. They establish the rules applicable to visitors and registered users when accessing the website, creating an account, submitting information, and using the features and services made available through the platform.
5.2. These Terms operate alongside, and do not replace, any other agreement or policy applicable to a User's relationship with Grace & Goodwill or use of the Platform. Depending upon the relevant User or service, the applicable documents may include the Client Service Agreement, Self-Employed Care Worker / Independent Contractor Agreement, Platform / Agency Introduction Terms, Client and Care Worker Service Agreement, Privacy Policy, Cookie Policy and any other document expressly incorporated by reference. In the event of an inconsistency, the document specifically governing the relevant service, transaction or relationship shall prevail to the extent of that inconsistency.
6. WEBSITE ACCESS AND ELIGIBILITY
6.1. The Website and Platform are intended for use by individuals who are at least 18 years of age and who have the legal capacity to enter into binding contracts under the laws of England and Wales. By accessing or using the Website or Platform, you represent and warrant that you satisfy these eligibility requirements and that all information you provide is accurate, complete and kept up to date.
6.2. Grace & Goodwill reserves the right, at its sole discretion, to refuse, restrict, suspend or terminate access to the Website or Platform where it reasonably believes that a user has failed to satisfy the eligibility requirements, has provided false, misleading or incomplete information, has breached these Terms or any applicable agreement, or where such action is necessary to protect the security, integrity or lawful operation of the Website, Platform or its users.
7. ACCOUNT REGISTRATION
7.1. Certain features of the Website and Platform are available only to registered Users. To access those features, a User must create an Account and provide all information and documentation requested during the applicable registration process. Each User warrants that all information submitted is complete, accurate, current and not misleading and agrees to update their Account without undue delay whenever that information changes. Grace & Goodwill is entitled to rely upon the information and documentation supplied by Users and shall not be responsible for any loss, liability or consequence arising from information that is false, inaccurate, incomplete, misleading or out of date.
7.2. You are responsible for maintaining the confidentiality of your login credentials and for all activities carried out through your Account. You must not permit any other person to access or use your Account, nor may you create an Account using false, misleading or unauthorised information. If you become aware of any unauthorised access to, or suspected compromise of, your Account, you must notify Grace & Goodwill without undue delay. Grace & Goodwill reserves the right to suspend, restrict or close any Account where it reasonably believes that these Terms have been breached or that the Account has been created or used in an unauthorised, fraudulent or unlawful manner.
8. PLATFORM FUNCTIONALITY
8.1. The Website and Platform facilitate Introductions between Clients seeking live-in care or other privately arranged care and support services and self-employed Care Workers. Subject to the features available from time to time, Clients and Family Members may create and manage Accounts, submit care requirements, browse Care Worker profiles independently, compare available Care Workers, request Introductions and manage information relating to Placements. Care Workers may create and maintain professional profiles, upload and update compliance documentation, indicate their availability, browse available Placement opportunities and independently decide whether to express an interest in, apply for, accept or decline any proposed Placement.
8.2. Certain Platform features may require administrative review or approval before access is granted. Grace & Goodwill may also provide facilities for document uploads, identity and compliance verification, Account administration, payment links, payment collection and administration, communications, notifications and other related administrative services supporting its introductory business model. Where Grace & Goodwill collects or distributes payments relating to a Placement, it acts solely as a commercial intermediary and payment collection and administration agent. Such payment administration shall not make Grace & Goodwill the provider of care services, the employer of the Care Worker or a party to the direct care arrangement between the Client and the Care Worker.
9. ADMIN REVIEW AND PLATFORM APPROVAL
9.1. Grace & Goodwill may review applications, registrations, profiles and supporting documents to determine whether they satisfy the Platform's eligibility, onboarding and compliance requirements. Depending upon the User and services concerned, this may include verification of identity, Right to Work status, Enhanced DBS documentation or DBS Update Service status, professional qualifications, mandatory and specialist training, references, insurance, driving licence information, professional registrations and any other documentation reasonably required for the lawful and secure operation of the Platform.
9.2. Grace & Goodwill may request updated information or compliance documentation at any time. A User's approval, active profile or continued access to Platform features may be refused, restricted, suspended or withdrawn where the User: a. no longer satisfies the relevant eligibility or compliance requirements; b. fails to provide requested documentation within a reasonable period; c. provides false, misleading, incomplete or outdated information; d. breaches these Terms or any applicable agreement; e. becomes subject to safeguarding, criminal, regulatory or professional concerns affecting Platform suitability; or f. otherwise presents a risk to the security, integrity, reputation or lawful operation of the Platform.
Any such decision concerns Platform registration and administration only and shall not constitute supervision or management of the care services provided by a Care Worker.
10. USER CONTENT
10.1. Users may submit, upload or otherwise make available Content through the Platform, including profile information, photographs, introductory videos, qualifications, compliance documents, references, care requests, communications and any other material required for the operation of the Platform. By submitting any Content, you represent and warrant that you own or have obtained all necessary rights, permissions and consents to submit such Content and that it does not infringe the rights of any third party or breach any applicable law.
10.2. You remain the owner of your Content. However, by uploading or submitting Content through the Platform, you grant Grace & Goodwill a non-exclusive, worldwide, royalty-free licence to store, reproduce, use, display, process and make such Content available solely to the extent reasonably necessary to operate, administer, maintain and improve the Platform, facilitate introductions, carry out verification and compliance processes, and perform its obligations in accordance with these Terms and any applicable agreements. Grace & Goodwill reserves the right to refuse, remove, restrict or disable access to any Content that it reasonably considers to be inaccurate, misleading, unlawful, inappropriate, defamatory, offensive, or otherwise inconsistent with these Terms or the proper operation of the Platform.
11. ACCEPTABLE USE
11.1. You shall use the Website and Platform only for lawful purposes and in accordance with these Terms. You must not use the Website or Platform in any manner that is fraudulent, unlawful, misleading or likely to interfere with the security, availability or proper operation of the Website or Platform, or which may adversely affect Grace & Goodwill, its users or any third party.
11.2. Without limitation, you must not: a. provide false, inaccurate or misleading information; b. impersonate any person or misrepresent your identity or authority; c. upload, transmit or distribute any unlawful, defamatory, abusive, obscene or otherwise objectionable Content; d. introduce viruses, malware or any other harmful code; e. attempt to gain unauthorised access to any part of the Website, Platform, servers or associated systems; f. interfere with or disrupt the operation or security of the Website or Platform; g. copy, scrape, harvest, reproduce or exploit any part of the Website, Platform or its Content without Grace & Goodwill's prior written consent; or h. use the Website or Platform in any manner that infringes the rights of Grace & Goodwill or any third party. Grace & Goodwill reserves the right to take such action as it considers reasonably necessary where it believes a User has breached this Section, including restricting or terminating access to the Website or Platform.
12. ELECTRONIC COMMUNICATIONS AND ACCEPTANCE
12.1. By creating an Account, submitting information, completing an online form, selecting an acceptance checkbox, using an electronic signature or otherwise interacting with the Website or Platform after being presented with these Terms, the User agrees that these actions may constitute valid electronic acceptance of these Terms and any other applicable agreement expressly presented for acceptance. Electronic acceptance and records shall have the same legal effect as their paper-based equivalents to the fullest extent permitted by applicable law.
12.2. Users consent to receiving communications from Grace & Goodwill electronically, including through their Account, the Platform, email or other electronic contact details provided by the User. Users remain responsible for maintaining accurate contact information and regularly reviewing communications relating to their Account, membership, Introductions, Placements, payments, compliance status and use of the Platform.
13. INTELLECTUAL PROPERTY
13.1. All intellectual property rights in and to the Website, the Platform and their contents, including all text, graphics, logos, trademarks, service marks, business names, software, databases, designs, layouts, functionality, training materials, documentation and other proprietary materials, whether registered or unregistered, are owned by or licensed to Grace & Goodwill and are protected by applicable intellectual property laws. Nothing contained in these Terms grants any User any ownership interest in, or right to use, any intellectual property belonging to Grace & Goodwill except for the limited right to access and use the Website and Platform in accordance with these Terms.
13.2. Users shall not copy, reproduce, modify, distribute, publish, licence, sell, reverse engineer, decompile, extract, create derivative works from, or otherwise exploit any part of the Website, Platform or its contents without the prior written consent of Grace & Goodwill, except to the extent expressly permitted by applicable law. All goodwill arising from the use of Grace & Goodwill's name, branding and other intellectual property shall vest exclusively in Grace & Goodwill.
13.3. Except for the limited rights expressly granted under these Terms, all rights, title and interests in and to the Website, Platform and their contents are reserved by Grace & Goodwill. No licence or right shall be implied solely by virtue of a User accessing or using the Website or Platform.
14. THIRD-PARTY SERVICES
14.1. The Website and Platform may integrate with, or provide access to, third-party services, products, software, websites or service providers to support the operation of the Platform and enhance the user experience. These may include payment service providers, electronic signature providers, identity and compliance verification providers, cloud storage services, communication platforms, customer relationship management systems and other service providers selected by Grace & Goodwill from time to time.
14.2. Grace & Goodwill does not own or control any third-party service and is not responsible for its availability, performance, security or the content, products or services made available through it. Your use of any third-party service may be subject to the terms, conditions and privacy practices of the relevant provider, and you are responsible for reviewing and complying with those requirements. Grace & Goodwill shall not be liable for any loss or damage arising from your use of, or reliance upon, any third-party service except to the extent such liability cannot lawfully be excluded.
15. PRIVACY AND DATA PROTECTION
15.1. Grace & Goodwill is committed to processing personal data in accordance with applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and any other applicable laws relating to the protection of personal data.
15.2. Information about how Grace & Goodwill collects, uses, stores, shares and otherwise processes personal data, together with details of users' rights and the measures adopted to safeguard personal information, is set out in the Privacy Policy. By accessing or using the Website or Platform, you acknowledge that your personal data will be processed in accordance with the Privacy Policy, which forms part of the contractual framework governing your use of the Website and Platform.
16. COOKIES
16.1. The Website and Platform use cookies and similar technologies to support their operation, enhance functionality, improve user experience, analyse website performance and, where applicable, provide personalised content or services. Certain cookies are essential for the proper functioning of the Website and Platform, while others may be used only with your consent where required by applicable law.
16.2. Further information regarding the types of cookies used, their purpose, the legal basis for their use, and the options available to manage your cookie preferences is set out in the Cookie Policy. Where required by law, Grace & Goodwill will obtain your consent before placing non-essential cookies on your device.
17. FEES, MEMBERSHIPS AND PAYMENTS
17.1. Access to certain Client Services requires payment of the applicable Client Lifetime Membership Fee published on the Website or otherwise communicated by Grace & Goodwill in writing. The Client Lifetime Membership is personal to the specific registered Client, is non-transferable and may not be assigned, shared or used for another individual or care recipient. Where a Family Member purchases the membership on behalf of a Client, the membership nevertheless belongs solely to that registered Client. Each additional care recipient must hold a separate Client Lifetime Membership unless Grace & Goodwill expressly agrees otherwise in writing. The Client Lifetime Membership automatically terminates upon the death of the registered Client, permanent discontinuation of the Platform or Agency Services, permanent closure of the Client's Account or termination under the applicable Client Service Agreement. "Lifetime" refers only to the lifetime of the registered Client while Grace & Goodwill continues to operate the Platform and Agency Services.
17.2. The Client Lifetime Membership Fee is payment for Grace & Goodwill's introductory and matching services. Those services may include reviewing the Client's stated care requirements, creating and activating the Client profile, reviewing registration information, identifying potentially suitable Care Workers, communicating with Care Workers and arranging Introductions. The matching and introductory process may begin once payment is received and the Client expressly requests immediate commencement. Subject to applicable consumer legislation, a refund may not be available once those services have commenced at the Client's express request, except where required by law.
17.3. Care Worker registration on the Platform is free of charge. Grace & Goodwill may, at its discretion, invite selected Care Workers to participate in the optional Grace & Goodwill Verified Professional programme for the applicable monthly subscription fee published on the Website or otherwise communicated in writing. Participation is by invitation only, entirely voluntary and does not guarantee Placements, priority access to Clients, selection by Clients or any minimum level of work or earnings. Grace & Goodwill may suspend, withdraw or discontinue the programme or a Care Worker's Verified Professional status where appropriate.
17.4. Where Grace & Goodwill collects payments from Clients and distributes Care Fees to Care Workers, it acts solely as a commercial intermediary and payment collection and administration agent. This function forms part of the Agency Services and does not make Grace & Goodwill the employer of the Care Worker, provider or principal supplier of the care services or a party to the Client and Care Worker care arrangement.
17.5. The detailed terms governing Membership Fees, Agency Fees, Care Fees, payment schedules, commissions, cancellations, refunds and other commercial arrangements are contained in the Platform / Agency Introduction Terms, Client Service Agreement, Self-Employed Care Worker / Independent Contractor Agreement and any other agreement applicable to the relevant transaction. Those provisions shall prevail over this Article in relation to the specific commercial matter concerned.
18. COMPLAINTS AND SAFEGUARDING CONCERNS
18.1. Complaints relating to the operation of the Website, Platform or Grace & Goodwill's introductory and administrative Services may be submitted to Grace & Goodwill using the contact details published on the Website. Complaints concerning the quality or delivery of care services should ordinarily be raised directly with the relevant self-employed Care Worker. Users may also notify Grace & Goodwill where a concern involves safeguarding, fraud, criminal conduct, misuse of the Platform, breaches of Platform standards or any matter that may affect a Care Worker's continued suitability to remain registered.
18.2. Grace & Goodwill may consider such notifications solely for the purposes of protecting Users, maintaining the integrity of the Platform and determining whether continued Account or profile registration remains appropriate. It may request information, restrict or suspend Platform access, remove a profile or refer a matter to an appropriate authority where required by law. Grace & Goodwill does not supervise, investigate or manage the day-to-day delivery of care services, determine liability between a Client and Care Worker or adjudicate disputes arising from their direct care arrangement.
19. SUSPENSION AND TERMINATION OF ACCESS
19.1. Grace & Goodwill may suspend, restrict or terminate a User's Account or access to the Website, Platform or Services where it reasonably believes that the User: a. has breached these Terms or another applicable agreement; b. has provided false, inaccurate, incomplete or misleading information; c. has failed to satisfy or maintain applicable eligibility or compliance requirements; d. has failed to pay an amount properly due; e. has engaged in abusive, threatening, discriminatory, fraudulent, dishonest, unsafe or unlawful conduct; f. has misused or attempted to circumvent the Platform; g. is subject to safeguarding, criminal or regulatory concerns materially affecting Platform suitability; or h. has otherwise acted in a manner that may adversely affect Grace & Goodwill, its Users or the lawful operation of the Platform.
19.2. Suspension or termination of access shall not affect any rights, obligations or liabilities accrued before the date of suspension or termination, nor shall it affect the continued operation of any provision of these Terms which is expressly or by implication intended to survive. Grace & Goodwill may also remove or disable access to any Account, profile or Content where it reasonably considers such action necessary to comply with legal or regulatory obligations or to protect the lawful operation of the Website or Platform.
20. DISCLAIMERS
20.1. Grace & Goodwill provides the Website and Platform solely as an independent introductory and administrative service. While Grace & Goodwill may undertake reasonable onboarding, compliance and verification procedures, it does not guarantee the suitability, competence, availability, conduct, performance or continued availability of any Client or Care Worker, nor does it guarantee that an Introduction will result in a Placement or that any Placement will continue for any minimum period.
20.2. Information contained in User profiles or otherwise provided through the Platform is supplied by or on behalf of the relevant User. Grace & Goodwill may review and verify certain information but is entitled to rely upon the information and documentation supplied and does not guarantee that it is complete, accurate, current or suitable for any particular Client or Placement. Users remain responsible for making their own enquiries and exercising independent judgement before entering into or continuing any care arrangement.
20.3. Grace & Goodwill does not assess clinical needs, determine whether care is clinically appropriate, prepare care plans, supervise personal or clinical care, administer medication, make medical decisions or provide medical, nursing or healthcare advice or services. Any information available through the Website or Platform is provided for general informational purposes and is not a substitute for advice from an appropriately qualified professional.
20.4. The Website and Platform are provided on an "as available" and "as is" basis. Whilst Grace & Goodwill endeavours to maintain their availability, security and proper operation, it does not warrant that the Website or Platform will be continuously available, uninterrupted, error-free, secure or free from viruses, malicious code or other harmful components, or that any defects will be identified or corrected within any particular timeframe. Grace & Goodwill may temporarily suspend or restrict access to the Website or Platform to carry out maintenance, updates, security improvements or other operational activities.
20.5. Grace & Goodwill cannot guarantee uninterrupted continuity of care because all Placements depend upon the availability, willingness and continued acceptance of self-employed Care Workers. Any care arrangement following an Introduction exists solely between the Client and the Care Worker under their direct contractual arrangements. Grace & Goodwill's introductory, administrative and payment collection and administration functions shall not create an employment, partnership, regulated care provider or principal supplier relationship in respect of the care services.
20.6. Except where expressly stated otherwise, Grace & Goodwill makes no representation, warranty or guarantee, whether express or implied, regarding the Website, the Platform, the services made available through it, or the outcome of any Introduction, Placement or other interaction between Users.
21. LIMITATION OF LIABILITY
21.1. Nothing in these Terms shall exclude or limit any liability which cannot lawfully be excluded or limited under the laws of England and Wales, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or restricted by law.
21.2. Subject to the foregoing, and to the fullest extent permitted by applicable law, Grace & Goodwill shall not be liable for any indirect, incidental, special, consequential or punitive loss or damage, or for any loss of profits, revenue, business, contracts, goodwill, reputation, anticipated savings, opportunity or data arising out of or in connection with the use of, or inability to use, the Website or Platform, any Introduction, Placement or other interaction between Users, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.
21.3. Grace & Goodwill shall have no liability for any act, omission, negligence, misconduct, default or breach of duty by any Client, Care Worker or other User of the Platform, nor for the quality, suitability, safety, legality or outcome of any care services arranged following an Introduction. Any decision to engage, retain or continue to engage a Care Worker is made solely by the Client, and any decision by a Care Worker to accept or continue a Placement is made solely by the Care Worker.
21.4. Grace & Goodwill shall not be liable for any interruption, delay, suspension, unavailability, malfunction or security incident affecting the Website, Platform or any third-party service upon which the Platform relies, except to the extent directly caused by Grace & Goodwill's own negligence or wilful misconduct. Nor shall Grace & Goodwill be liable for any loss resulting from inaccurate, incomplete or misleading information supplied by a User or any third party.
21.5. To the fullest extent permitted by law, Grace & Goodwill's aggregate liability arising out of or in connection with these Terms, the Website or the Platform shall not exceed the total amount of fees, if any, paid by the User directly to Grace & Goodwill during the twelve (12) months immediately preceding the event giving rise to the claim.
22. INDEMNITY
22.1. You agree to indemnify, defend and hold harmless Grace & Goodwill, its directors, officers, employees, agents, representatives and service providers from and against any losses, liabilities, claims, demands, actions, proceedings, damages, costs and expenses, including reasonable legal costs, arising out of or in connection with: a. your breach of these Terms or any other agreement applicable to your use of the Website or Platform; b. any information, Content or documentation submitted by you that is false, inaccurate, misleading, unlawful or infringes the rights of any third party; c. your misuse of the Website or Platform; d. your breach of any applicable law or regulation; or e. any negligent, wrongful or unlawful act or omission by you in connection with your use of the Website or Platform.
22.2. The indemnity contained in this Section shall apply only to the extent that the relevant loss or liability arises from your acts or omissions and shall not apply to the extent that such loss or liability results directly from the negligence, fraud or wilful misconduct of Grace & Goodwill. Grace & Goodwill reserves the right to assume the conduct of the defence or settlement of any matter for which it is entitled to be indemnified under this Section, and you agree to provide such reasonable assistance and cooperation as may be required in connection with the defence or resolution of that matter.
23. GENERAL PROVISIONS
23.1. These Terms, together with the Privacy Policy, Cookie Policy and any other document expressly incorporated by reference, constitute the agreement between Grace & Goodwill and the User concerning general access to and use of the Website and Platform. Any separate agreement governing a particular membership, Introduction, Placement, payment or contractual relationship shall apply independently and prevail in relation to that subject matter.
23.2. The User acknowledges that, in entering into these Terms, they have not relied upon any representation, warranty, statement or undertaking made by or on behalf of Grace & Goodwill other than those expressly set out in these Terms or any applicable agreement.
23.3. If any provision of these Terms is held by a court or other competent authority to be invalid, unlawful or unenforceable, that provision shall, to the extent required, be deemed severed from these Terms. The remaining provisions shall remain in full force and effect.
23.4. Any failure or delay by Grace & Goodwill to exercise any right, power or remedy under these Terms shall not constitute a waiver of that right, power or remedy, nor shall any single or partial exercise of any right, power or remedy prevent its further exercise or the exercise of any other right, power or remedy.
23.5. Users may not assign, transfer or otherwise deal with any of their rights or obligations under these Terms without the prior written consent of Grace & Goodwill. Grace & Goodwill may assign, transfer or otherwise deal with its rights and obligations under these Terms where such assignment or transfer does not materially prejudice the rights of Users.
23.6. Grace & Goodwill shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from events beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, industrial disputes, interruption of utilities, failures of telecommunications or internet services, cyber incidents, governmental action or any other event beyond its reasonable control.
23.7. Nothing contained in these Terms shall be construed as creating any partnership, joint venture, agency, employment or fiduciary relationship between Grace & Goodwill and any User. The use of the Website or Platform does not create any relationship other than that expressly provided for in these Terms and any applicable agreement.
23.8. Unless expressly stated otherwise, a person who is not a party to these Terms shall have no right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999.
23.9. Grace & Goodwill may amend these Terms from time to time where reasonably necessary to reflect changes in applicable law, regulatory requirements, business practices, the operation of the Website or Platform, or for any other legitimate business reason. Any revised version shall be published on the Website and shall take effect on the date specified. Continued use of the Website or Platform after the effective date of the revised Terms constitutes acceptance of those amendments.
23.10. Any provision of these Terms which by its nature is intended to survive the termination or expiry of a User's access to the Website or Platform shall continue in full force and effect, including, without limitation, provisions relating to intellectual property, disclaimers, limitation of liability, indemnity, governing law and any accrued rights or obligations.
23.11. The headings used in these Terms are included for convenience only and shall not affect the interpretation or construction of these Terms.
24. GOVERNING LAW AND JURISDICTION
24.1. These Terms and any dispute, claim or matter arising out of or in connection with them, the Website or the Platform, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of England and Wales.
24.2. The courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with these Terms, the Website or the Platform, unless applicable law provides otherwise.
25. IMMEDIATE COMMENCEMENT OF CLIENT SERVICES
25.1. Where a Client purchases a Client Lifetime Membership through the Website and requests Grace & Goodwill to commence the Services before expiry of the statutory cancellation period, Grace & Goodwill shall obtain the Client's express request through a separate unticked checkbox or equivalent affirmative electronic confirmation.
25.2. The Client shall be informed that activation of the Account, creation or review of the Client profile, review of stated care requirements, commencement of the matching process, communication with prospective Care Workers and facilitation of Introductions constitute commencement of the contracted Services.
25.3. Where the Services commence at the Client's express request, any cancellation and refund entitlement shall be determined in accordance with the Client Service Agreement, Platform / Agency Introduction Terms and applicable consumer legislation. Nothing in these Terms excludes or restricts any statutory consumer right that cannot lawfully be excluded.
26. CONTACT DETAILS
26.1. If you have any questions regarding these Terms or require assistance concerning the Website or Platform, you may contact Grace & Goodwill using the following details:
Grace & Goodwill Ltd Website: www.graceandgoodwill.co.uk Email: admin@graceandgoodwill.co.uk Registered Office: Hypoint, Saltmeadows Road, Gateshead, NE8 3AH, United Kingdom.
Legal Binding Agreement
By accessing or registering on Grace & Goodwill, you acknowledge having read and accepted these terms.