Terms & Conditions

1.DEFINITIONS

The following expressions shall have the following meanings:

1.1.“Agent” means The Free Spirits FZCO (Company License Number 28213), whose registered office is at DDP,

BuildingA2 Dubai Silicon Oasis, DU 00000, United Arab Emirates.

1.2. “Client” means any person who purchases Services from the Agent;

1.3.“Registration Form” means a booking document, letter of engagement, application form, quotation, or other

writteninstruction describing the agency Services;

1.4. “Services” means the agency services as described in the Registration Form;

1.5.“Terms and Conditions” means the terms and conditions of supply of Services as set out in this document and

anysubsequent terms and conditions agreed in writing by the Agent;

1.6.“Agreement” means the contract between the Agent and the Client for the provision of the Services

incorporatingthese Terms and Conditions;

1.7. “Candidate” means any nanny, mother’s help, maternity nurse or other child care professional requested;

1.8. “Arbitrator” is the party nominated to resolve a dispute between the Agent and the Client.

2.GENERAL

2.1.These Terms and Conditions shall apply to the Agreement for the supply of Services by the Agent to the Client

andshall supersede any other documentation or communication between parties.

2.2. Any variation to these Terms and Conditions must be agreed in writing by the Agent.

2.3.These Terms and Conditions shall be attached to any Registration Form and signed and returned to the Agent by

theClient.

2.4.Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any

legalremedy to which the Agent may be entitled in relation to the Services, by virtue of any statute, law or regulation.

3.REGISTRATION FORM

3.1. The Registration Form is attached to these Terms and Conditions.

3.2. The Registration Form must be accepted by the Client in its entirety.

3.3. The Agreement between the Agent and the Client, incorporating these Terms and Conditions, shall only come into

force when the Agent confirms acceptance in writing to the Client.

4.SERVICES

4.1. The Services are as described in the Registration Form.4.2. Any variation to the Services must be agreed by the Agent in writing.

4.3.The Services shall commence on the date specified on the Registration Form and continue until terminated by either

party giving not less than 15 days notice in writing or unless terminated according to the terms of this Agreement.

4.4.Dates given for the commencement of the Services are estimates only and not guaranteed. Time for commencement

shall not be of the essence of the Agreement and the Agent shall not be held liable for any loss, costs, damages,

charges or expenses caused directly or indirectly by any delay in the Services.

5.PRICE AND PAYMENT

5.1.The price for Services is as specified in the Registration Form and is exclusive of VAT which will be charged at the

prevailing rate, where appropriate. All payments must be in UK pounds sterling unless otherwise agreed in writing with

The Free Spirits FZCO. The amount of the agency fee will be determined depending on the type of employment as

follows:

5.1.1.Registration/Admin Fee (this fee is due prior to introduction of our candidates):

● £250.00 + VAT if applicable

5.1.2.Permanent placements fees:

● 12 weeks’ of the annual net salary (VAT may apply depending on the country where the placement is made)

-(Minimum fee of £5,000.00 Excluding VAT)

5.1.3.Temporary Placements:

● temporary placements: £250.00 + VAT if applicable per week (4 weeks minimum)

The Free Spirits FZCO’s placement fees must be payable in full prior to commencement of candidates. May the

candidate be required to travel abroad, the placement fees must be settled in full before the candidate’s

departure.

5.1.4.Trial Fees:

● £ 40.00+ VAT if applicable per day (1 week trial maximum)

5.2.If the fees paid relate to a temporary placement of a Candidate who then becomes a permanent employee of the

Client within one week from the date of termination of the temporary placement the Client shall pay the difference

between the temporary and permanent placement fees at the time of the change in employment status.

5.3. The terms for payment are as specified in the Registration Form.

5.4. Fees relating to the cancellation of any bookings are as specified in the Registration Form.

5.5.The Client must settle all payments for Services within a month from the invoice date and before the candidate’s start

date. The Free Spirits FZCO placement fees must be payable in full prior to commencement of candidates. May the

candidate be required to work in an Overseas based position, the placement fees must be settled in full before the

candidate’s departure.

5.6. Late Payment

5.6.1.In the event of late payment, the Client agrees to pay interest on the overdue amount at a rate of 1.5% per month (or

the maximum rate permitted by applicable law, whichever is lower) from the due date until payment is made in full.

5.6.2.A grace period of 14 days will be provided after the due date. If payment is not received within this period, the

Clientwill incur a fixed late payment fee of £50.

5.6.3.The Client will also be responsible for any reasonable costs incurred by the Agent in recovering the overdue

amount, including but not limited to legal fees and collection agency costs.

5.6.4.Payment reminders will be sent to the Client before and after the due date. The Client will have an additional 7 days

from the date of the first reminder to make payment before late fees and interest are applied.5.6.5.The Agent reserves the right to suspend further services or transactions with the Client until all overdue

amounts are settled.

5.7.The Agent is also entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any

payment due to the Agent is late.

6.CLIENT OBLIGATIONS

6.1. The Client agrees to cooperate with the Agent as may be required.

6.2. The Client shall provide full details to the Agent of the work required of the Candidate.

6.3. The Client shall notify the Agent immediately should it choose to engage a Candidate introduced by the Agent.

6.4.The Client agrees to pay the appropriate fee as described in the Registration Form on the placement of a requested

Candidate.

6.5.If the Client or a member of the Client’s staff or any acquaintance or associate of the Client, passes on an

introductionto any other person or persons within six months of the Candidate’s introduction to the Client by the Agent,

resulting in theengagement of the Candidate, the Client shall be liable for payment of the full fee in accordance with

the fees describedin the Registration Form for permanent placements.

6.6. The Client is responsible for the employment of the Candidate including the contract of employment.

6.7. The Client shall provide the Agent with a copy of the employment contract between the Candidate and the Client.

6.8.The Client is responsible for obtaining any medical certificates, work permits or other approvals necessary for the

Candidate prior the commencement of employment.

7.AGENT OBLIGATIONS

7.1. TheAgent shall supply the Services as specified in the Registration Form.

7.2.The Agent shall perform the Services with reasonable skill and care and to a reasonable standard and in accordance

with recognised codes of practice and statutory obligations.

7.3.The Agent will take all reasonable steps to introduce Candidates who are of sound character, honest and reliable but

cannot be held responsible for the conduct of a Candidate.

7.4. The Agent shall keep a copy of the employment contract between the Client and the Candidate on file.

7.5. The Agent shall obtain references from each Candidate but the Client must satisfy themselves as to the ultimate

suitability of a Candidate.

8.REPLACEMENT

8.1. The Free Spirits FZCO offers a 6 months replacement guarantee for all our positions except for temporary

placements. The Free Spirits FZCO will provide a minimum of 5 candidates to fill the replacement.

8.2.The Agency shall only be obliged to provide to the Client a maximum of 6 candidate profiles for the replacement based

on the information originally provided in the Client registration form. The Client must activate the replacement by

providing written notice to the Agent. Such notice must be sent via email to contact@worldwidenanny-uk.com. The

replacement guarantee shall be maintained for a maximum of 6 months after its activation.

8.3. A replacement shall apply only if the final invoice has been paid in full and when due by the client.

8.4.No replacement shall be provided if the Candidate left employment due to a change in the job description, location or

working hours originally agreed8.5.No replacement shall apply if the Candidate left employment because the Client was physically or verbally

aggressivetowards the Candidate.

9.REFUNDS

9.1.If a Candidate engaged in permanent employment by the Client does not remain in the Client’s employment for 14

days or has their employment terminated by the Client within 14 days after the initial date of registration with The Free

Spirits FZCO the Agent will provide a refund of any placement fee, if the following conditions are met:

9.1.1.The Client notifies the Agent within 14 days after the Registration with The Free Spirits FZCO (cooling off period)

of the Candidate’s termination;

9.1.2.The Client has paid the appropriate placement fee;

9.1.3.The Client has not changed any of the original requirements for the Candidate as specified in the Registration Form;

9.1.4.The Candidate did not resign due to unreasonable demands placed upon them by the Client;

9.1.5. The Client’s intention to employ a Candidate remains;

9.1.6.The Client has given the Agent a reasonable period to recruit a suitable replacement Candidate to be engaged

by the Client for the same requirements as specified in the original Registration Form.

9.2. If the Client has not met the conditions they remain responsible for full payment of the initial placement fee.

9.3. All refunds are subject to an administration fee of 30% of the permanent/temporary placement fee.

10. TERMINATION

The Agreement shall continue until the Services have been provided in terms of the Registration Form or any subsequent

date as mutually agreed in writing by both parties or until terminated by either party in accordance with these Terms and

Conditions.

11. ARBITRATION

11.1. Any dispute arising under this Agreement will be referred to and decided by the Arbitrator.

11.2. TheArbitrator will be appointed by application to the relevant body.

11.3. A party wishing to refer a dispute to the Arbitrator shall advise the other party of this intention in writing at any time

during the term of this Agreement. The dispute must then be referred to the Arbitrator within seven (7) days of

thisintention being intimated.

11.4.The Arbitrator shall act impartially and be free to take the initiative in ascertaining the facts and the law. The

Arbitrator must reach a decision within twenty eight (28) days of referral or such longer period as the parties may

agree.

11.5. During the period of arbitration both parties must continue with their obligations as stated in this Agreement.

11.6.The decision of the Arbitrator is binding on both parties unless and until revised by legal proceedings or agreement by

both parties.

12. WARRANTY

Both parties warrant their authority to enter into this Agreement and have obtained all necessary approvals to do so.

13. LIMITATION OF LIABILITY

13.1.Nothing in these Terms and Conditions shall exclude or limit the liability of the Agent for death or personal injury, as

such exclusion or limitation is prohibited by UAE law.

13.2.Except as provided in clause 13.1, the Agent’s liability for any direct loss or damage suffered by the Client or any

third party, resulting from negligence, breach of contract, or otherwise, shall be limited to the sum covered by the

Agent’s professional indemnity insurance policy in force at the time of the claim.13.3.Both parties shall not be liable for any indirect, consequential, or incidental loss or damage, including but not limited

to loss of profit, loss of business opportunity, or any other form of consequential loss.

14. INDEMNITY

Each party shall indemnify and keep the other party indemnified against any and all costs and expenses which

theymay incur and which arise directly from the other party’s breach of any of its obligations under the Terms and

Conditions.

15. FORCE MAJEURE

15.1.Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement if such

failure or delay results from events or circumstances beyond its reasonable control. These events include, but are not

limited to, acts of God, natural disasters, war, terrorism, civil commotion, strikes, lockouts, government actions, fire,

flood, earthquake, epidemic, or other similar events that could not reasonably have been anticipated or avoided.

15.2.The party affected by the force majeure event shall promptly notify the other party in writing of the occurrence ofsuch

event and its anticipated impact on the performance of the Agreement.

15.3.During the period that the force majeure event is affecting the performance of the Agreement, the affected party

shallmake reasonable efforts to mitigate the impact of the event and resume performance of its obligations as soon as

reasonably possible.

15.4.If the force majeure event continues for a period exceeding [30] days, either party may terminate the Agreement by

providing written notice to the other party, without liability for any loss or damage arising from such termination.

15.5.Notwithstanding the above, the affected party shall remain liable for any obligations under the Agreement that were

due before the occurrence of the force majeure event.

16. ASSIGNEMENT

Both parties shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without

theprior written consent of the Agent and client.

17. THIRD PARTY RIGHTS

Nothing in these Terms and Conditions intend to or confer any rights on a third party.

18. SEVERANCE

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court

of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full

force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision

eliminated.

19. WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein

shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.

20. ENTIRE AGREEMENT

These Terms and Conditions supersede any prior agreements, arrangements, documents, or other undertakings,

whetherwritten or oral.

21. GOVERNING LAW

These Terms and Conditions shall be governed by and construed in accordance with the rules and laws of Abu DhabiGlobal Market in the UAE. Any dispute arising out of or in connection with these T&C, including any question relating to

itsexistence, validity or termination, shall be referred to and finally resolved by arbitration. The number of arbitrators shall

be one and the language to be used in the arbitral proceedings shall be English. The law governing the contract shall be

the substantive law of the Abu Dhabi Global Market. The seat (the legal place) of the arbitration shall be the Abu Dhabi

Global Market and the Arbitration Regulations of the Abu Dhabi Global Market in force at the date of the reference to

arbitration shall apply. The arbitration shall be conducted under the rules of ICC which are accordingly incorporated by

reference intothis arbitration clause.

Data Protection (Applicable Regulations)

23. DATA PROTECTION COMPLIANCE

23.1. Compliance with PDPL: We are committed to protecting your personal data and complying with Federal

Decree-Law No. 45 of 2021 on Personal Data Protection (PDPL). This section outlines how we handle and

protectyour personal information.

23.2. Collection of Personal Data: We collect personal data that you provide to us, such as through

theRegistration Form or during your interaction with our services. This data may include, but is not limited to,

names, contact information, and any other details relevant to our services.

23.3. Use of Personal Data: We use your personal data to provide and improve our Services, process

transactions, communicate with you, and comply with legal obligations. We will not use your data for purposes

beyond those stated or without your consent, except as required by law.

23.4. Data Protection Rights: Under the PDPL, you have the right to access, correct, delete, or restrict the

processing of your personal data. You also have the right to data portability and to withdraw consent at any time

where processing is based on consent. To exercise these rights, please contact us using the details provided in

Section 23.9.

23.5. Data Security: We implement appropriate measures to protect your personal data against unauthorized

access, disclosure, alteration, or destruction. Our security practices are regularly reviewed to ensure they remain

effective.

23.6.Data Retention: We retain your personal data only for as long as necessary to fulfill the purposes for which it

was collected, comply with legal obligations, and resolve disputes. Once no longer needed, we will securely

delete or anonymize your data.

23.7.Third-Party Disclosures: We may share your personal data with third parties who provide services on our

behalf, such as payment processors or IT service providers. We ensure that these third parties comply with similar

data protection standards and the PDPL.

23.8.Changes to Data Protection Policy: We may update this Data Protection section to reflect changes in

ourpractices or legal requirements. Any updates will be posted on our website and will be effective immediately.

23.9. Contact Us: For any questions or concerns regarding our data protection practices or how your

personaldata is handled, please contact us by email at contact@worldwidenanny-uk.com.

AGENT CLIENT

Name: The Free Spirits FZCO Name:

Sonia Mateos / Director

Signature: Signature:

Date: Date: