Terms & Conditions

1. Definition and Interpretation

1.1 . Definitions:

Account:
is as defined in clause 3.1.

App:
the app hosted by us through which Companions may offer their Services to you.

Booking:
an order for Services submitted by you to a Companion in accordance with clause 7.

Companion:
a third party service provider registered to offer its Services on the App to you.

Employee Special Terms:
is as defined in clause 6.1.

Fair Use Policy:
a policy put in place by an employer for its employees that governs the employees’ use of the App.

Intellectual Property Rights:
all and/or any intellectual property rights of whatever nature and howsoever arising, including trade marks, domain names, copyrights, all rights in computer software (including without limitation database rights) and all other similar or equivalent industrial, intellectual or commercial rights or property subsisting under the laws of each and every jurisdiction throughout the world.

Premises:
the residence of the recipient of the services, care, help or companionship provided by the Companion in accordance with the relevant Services Agreement.

Services:
the goods and/or services offered or provided by a Companion to you on the App as further detailed in our FAQs.

1.2. Interpretation:

a) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

b) The terms including and include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and a reference to writing or written includes emails.

c) No rule of construction shall apply in the interpretation of these terms to the disadvantage of one party on the basis that such party put forward or drafted these terms or any provision of these terms.

2. Who we are and what these terms and conditions do

2.1. These terms set out the terms upon which Companiions Ltd (a company incorporated in England and Wales with company number 12348470) (“companiions”, “we” or ”us”) agrees to provide to you ("Employee" or "you") access to our online App through which you may enter contracts with our Companions for the provision of Services (“Service Agreements”).

2.2. The App operates as an intermediary platform with functionality which allows such Companions to contract directly with you and, whilst we may on occasion provide ancillary services for the fulfilment of Service Agreements, we do not in any circumstances act as the agent or representative of either you or the Companion in relation to any such transactions. We have no involvement in the Service Agreement between you and the Companion.

2.3. You acknowledge and agree that your engagement of a Companion is at your own request and risk and, subject to clause 12.1, We shall not be liable to you for any liabilities, costs, expenses, damages and losses suffered or incurred by you arising out of or in connection with any act, omission or default of a Companion of any nature whatsoever.

2.4. We license you to use the App, as permitted in these terms.

3. Accessing the App

3.1. Registration on the App provides you with an account on the App (“Account”). You may only have one Account at any one time.

3.2. To register for an Account, you must

a) be 18 years of age and a resident of the United Kingdom;

b) provide us with full ID information and copy ID documentation as required to verify your identity and your address; and

c) provide all information and complete all mandatory fields as required on the App.

3.3. To access the App through a scheme set up by your employer (“Employer Scheme”), you must:

a) register for an Account with your work email address; and

b) accept and comply with your employer’s Fair Use Policy.

3.4. You are responsible for updating and maintaining full accuracy of the information you provide to us relating to your Account.

3.5. We reserve the right, at our sole discretion, to refuse any registration for an Account.

3.6. You should ensure that you exit from your Account at the end of each session. You must promptly notify us of any unauthorised use of any of your usernames or passwords as soon as you become aware of it. For security purposes, we may change the username and/or password from time to time.

3.7. You are responsible for maintaining control over your Account including ensuring that only you use and access your Account.

4. Acceptable Use Restrictions

4.1. You must:

a) not infringe our Intellectual Property Rights or those of any third party in relation to your use the App or any Service, including by the submission of any material (to the extent that such use is not licensed by these terms);

b) not use, send, display, post, publish, submit, upload or otherwise transmit to the App or to us or any Companions content that: (i) is pornographic, sexually explicit or offensive or contains a link to an adult website; (ii) contains violence; (iii) conveys a message of hate against any individual or group; (iv) encourages or glorifies drug use; (v) is predatory in nature, or is submitted for the purpose of harassment or bullying; (vi) is highly repetitive and/or unwanted including “spam” messages; (vii) promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual; (viii) constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, invasive of privacy or is otherwise reasonably determined by us to be objectionable or injurious to any third parties; (ix) furthers or promotes criminal activity or provides instructional information about illegal activities; (x) violates or attempts to violate the privacy rights, publicity rights, Intellectual Property Rights, contractual rights or any other rights of any person; or (xi) breaches any applicable law, rule or regulation. We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates these provisions including removing the offending content without prior notice, terminating or suspending your Account or access to the Products and/or reporting such content or activities to law enforcement authorities;

c) not use, send, display, post, publish, submit, upload or otherwise transmit to the App, to us or to any Companions content that contain viruses, worms, trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or which allows your Account or any part of the App to function in any manner not incorporated by us in its original design and/or in a manner damaging to the name or reputation of the App;

d) not collect or harvest any information or data from the App or our systems or attempt to decipher any transmissions to or from the servers;

e) only use information and photographs on your profile which are fair, true, accurate and current;

f) not use information or photographs on your profile which are misleading or which misrepresent yourself; and

g) not use your profile to impersonate any other person.

4.2. We reserve the right to remove any content which you upload and display on the App at our sole discretion.

4.3. Should any Companion you interact with, whether via the App or in person during any Visit, act inappropriately you must report them to us. If such inappropriate behaviour is unlawful, such as carrying out any violent or sexually inappropriate behaviour or committing theft, you should also report the relevant individual to the police.

4.4. You are fully responsible for all content which you upload and display on the App, including all information, text and images and we will not be held liable for any content uploaded by you.

5. Intellectual Property Rights

All Intellectual Property Rights in the App throughout the world belong to us (or our licensors) and the rights in the App are licensed (not sold) to you. You have no intellectual property rights in, or to, the App other than the right to use it in accordance with these terms.

6. Services

6.1. All Services sales made to you via the App will be made in accordance with the ordering process and on any special terms or instructions specified by you on the App and agreed with the relevant Companion ("Employee Special Terms"). All Employee Special Terms must relate to the Services and comply with these terms. For the avoidance of doubt, Employee Special Terms must not relate to an additional monetary exchange between you and the Companion outside the App. 

6.2. The display of Services on our App constitutes a Companion’s unconditional offer to sell those Services, and upon the completion by you of the ordering process for the Services on the App platform, including the Companion’s acceptance of any Employee Special Terms, a valid and binding contract will exist between you and the Companion for the sale and purchase of the relevant Services.

6.3. The terms of the Service Agreement will include any Employee Special Terms agreed between you and a Companion. However, you and the Companion and must agree in the Service Agreement that:

a) the Service Agreement is subject to both you and the Companion having an Account and therefore should either your or the Companion’s Account be suspended, cancelled or terminated for any reason your Service Agreement with that Companion shall automatically terminate and the relevant Visit will be cancelled; and

b) you and the Companion can cancel any Visit (and terminate the related Service Agreement) at any time up to the commencement of a Visit without any liability to the other arising. After this time, neither party may cancel the Visit.

6.4. If you repeatedly or persistently cancel a Visit within 24 hours of the time that Visit is due to commence and this is reported to us, we may suspend or terminate your Account without notice. 

6.5. You are solely responsible for:

a) complying with your employer’s Fair Use Policy; and

b) paying any monies or fees payable to a Companion pursuant to any Visit. If your employer limits the extent to which they fund your use of the App or if you breach your employer’s Fair Use Policy, you may be responsible for paying any monies owed by you. We have no responsibility to pay any fees owing from you or your employer to any Companion for any reason and you will reimburse us for any costs or liability we incur arising from you failing to comply with this clause.

6.6. In respect of all Visits, you and the Companion shall comply with and act in accordance with the Standards.

7. Making a Booking

7.1. Each Service Agreement entered on the App shall constitute a separate contract between you and the Companion as the contracting parties.

7.2. Please follow the onscreen prompts in the App to make a Booking. The ordering process allows you to check and amend any errors before submitting your Booking. Please check your Booking carefully before confirming it. You are responsible for ensuring that your Bookings are complete and accurate. You shall give the Companion all necessary information that they reasonably require in order to accept and fulfil your Bookings.

7.3. After you place a Booking, you will receive a notification from us acknowledging that it has been received, but please note that this does not mean that your Booking has been accepted.

7.4. A Companion’s acceptance of your Booking takes place when you receive a notification on the App that it has been accepted, at which point a Service Agreement will come into existence.

8. Links to Other Websites

8.1. The App may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

8.2. You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

9. Bookings, Prices and Fees

9.1. Payment processing services in relation to the App are provided by Stripe Payments Europe Ltd ("Stripe") and are subject to the Stripe connected account agreement, which includes the Stripe terms of service (collectively, the “Stripe Services Agreement”). You authorise us to share your information and transaction information related to your use of the App with Stripe for the purposes of Stripe providing its payment processing services.

10. Non-circumvention

10.1. In order to protect our legitimate business interests , you agree with us that you shall not (except with our prior written consent) solicit or entice away (or attempt to solicit or entice away) the business or custom of any Companion from the App resulting in the effect that we would not be aware of such business or custom.

10.2. In particular, you warrant that you will not engage in any action with a Companion on the App designed to complete or facilitate a transaction away from the App.

10.3. These terms will not apply to any help, services or companionship provided between you and any Companion outside of the App.

10.4. If you choose to receive help, services or companionship outside of the App and it is reported to us, we will suspend or terminate your Account, resulting in you losing the ability to use the App and all benefits of being part of our community including the Insurance.

10.5. You should report Companions who attempt to provide help, services or companionship outside of the App. Please see guidance on how to do this in our FAQs.

11. Data Protection

11.1. Under data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our Privacy Policy and it is important that you read that information.       

11.2. We may use generic, anonymised, aggregated information about your use of the App in order to improve the App or research new functionality, products or services.

11.3. We reserve the right to change, modify, amend or remove some or all of the functionality or content on the App at any time in order to improve the App or to add new features.

11.4. We may use your data provided on or in connection with the App platform to evaluate and improve the performance of either platform including to improve scheduling and deliveries of Services.

12. Our Responsibility for Loss or Damage Suffered by you

12.1. Nothing shall limit or exclude either our or a Companion’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), fraud or fraudulent misrepresentation, or any matter in respect of which it would be unlawful for either us or a Companion to exclude or restrict liability.

12.2. Subject to clause 12.1, if we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen.

12.3. The App has not been developed to meet your individual requirements. Please check that the facilities and functions of the App meet your requirements.

12.4. Subject to clauses 12.1, our total liability to you for all losses arising under or in connection with these terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to an amount equal to the total sum paid to Companions in connection with the Service Agreements that you have entered through the App in the 12 month period prior to the occurrence of the event giving rise to such liability.

13. Insurance

13.1. All registered Companions are covered by our public liability insurance (the "Insurance"). The Insurance covers Companions for accidental third party injury or property damage they may cause during the provision of certain types of services, where such services have been booked via the App.

13.2. The Insurance will not cover Companions for any services which involve lifting, manual work, administering of any medications in any way. Companions providing any services of this nature must put in place alternative insurance arrangements for such services. If you are receiving services of this nature, it is your responsibility to request evidence that the Companion providing the services has the insurance in place to do so legally. If you require a Companion to provide transportation services, under the RTA 1988 the Companion’s personal car insurance policy will be the primary insurance in the event of a claim.

13.3. Companions are not insured on the way to or from the Premises, if they take those receiving the Services out of the Premises or if they are running errands outside of the Premises. Companions are only insured when their Visit is booked on the App and for the times the Companion is at the Premises.

14. Reviews and ratings

14.1. You and Companions can give public reviews ("Review") about, and a thumbs up/down rating ("Rating") of, each other in respect of any recent Visit. Reviews and Ratings express the views and opinions of their authors only and not us.

14.2. When leaving a Review or Rating you must be accurate and fair and must not use any offensive, abusive, blasphemous, discriminatory or defamatory language.

14.3. You must not take any action that seeks to undermine or manipulate the Reviews and Ratings system. This includes, but is not limited to:

a) leaving any false or fraudulent Reviews or Ratings;

b) including any terms in the Service Agreement that requires the other party to provide a Review or Rating or which limits or restricts them from leaving a Review or Rating; or

c) paying or otherwise bribing in any manner any Companion or Employee to write a positive or negative Review or give a positive or negative Rating about yourself or any other Companion.

14.4. We reserve the right to moderate and/or remove any Review or Rating at any time at our sole discretion.

15. Termination

15.1. Either party may immediately terminate these terms at any time, for any reason. To terminate, please email support@companiions.com. Further details on how to terminate can be found in our FAQs.

15.2. Termination of these terms pursuant to this clause 15 shall cancel any Visits which are scheduled to take place after the date of termination and any Service Contracts related to such Visits. Following such termination, we shall not be liable to you in relation to any Visits which would have taken place or Service Contracts which would have been performed.

15.3. Following termination:

a) you will no longer be able to access your Account or the information held in your Account; and

b) content posted by you on the App may remain on the App or may be deleted from the App (at our discretion).

15.4. The provisions of any clauses of these terms which are expressed to, or by their nature are intended to, survive termination shall survive any termination of these terms.

16. Disclaimers

16.1. To the fullest extent permitted by law, we expressly disclaim all warranties in respect of the App. We make no warranty that the quality of any Services provided to you through the App will meet your expectations, or that defects, if any, will be corrected.

16.2. We make no representation that the operation of the App will be uninterrupted, secure or error free, and we will not be liable for the consequences of any interruptions or errors. The App is provided on an "as is" and "as available" basis.

16.3. We shall have no responsibility for any damages suffered by you in connection with the App including but not limited to loss of data, non-deliveries or mis-deliveries of content or email, errors, system downtime, network or system outages, file corruption, service interruptions caused by our negligence or the negligence of any other user of the App, or problems arising as a result of data or software distributed by, downloaded or accessed from or through the App.

16.4. As we are not responsible for the provision of the Services, we do not warrant that any Services comply with the laws, regulations or standards in or outside the United Kingdom.

16.5. We do not make any representations or warranties of any kind (expressly or implied) with respect to the content or operation of the App and any such representations and warranties are excluded. We do not accept any liability for losses or damages, whether direct or indirect, that you may suffer as a result of your reliance on the content on the App, and the App is made available on the basis that all liability whatsoever for any loss or damage arising out of or in connection with your reliance on the content of the App is excluded by us to the fullest extent permitted by law.

16.6. We do not control the content posted or distributed by any Companion on or through the App and so we assume no responsibility for and make no warranty or representation as to the accuracy, currency, completeness, reliability or usefulness of any content distributed or made available by any Companion through the App. You acknowledge and agree that we have no obligation to monitor content uploaded and displayed on the App.

16.7. You should exercise due diligence and care before and when agreeing to any Visit and/or entering into any Service Agreement. In particular, you should not rely on, or take (or not take) any decision based only on the fact that the Companion has an Account or the ability to use the App. We do not:

a) carry out any checks on Companions other than our standard ID verification checks nor do we have any obligation or responsibility to carry out any other checks;

b) and cannot confirm or verify that any individual whose help, services and companionship involves them carrying out any regulated or professional services of any nature has the qualifications, licences, consents and approvals and insurance required to carry out such services legally or properly. If you require such services it is your responsibility to request evidence that the individual providing such services has the qualifications, licences, consents, approvals and insurance to do so;

c) check the information in any profile is correct or accords with the information we have been given by such person when registering for an Account; and

d) in any way employ Companions nor do we endorse, certify or guarantee that any Companion is trustworthy or safe, that the help, services and companionship any Companion will provide will be timely, of good quality or as expected or agreed.

16.8. You are liable:

a) to any other Companion or Employee with whom you have entered into a Service Agreement for any liability they incur which arises from your acts or omissions, including any breach by you of any of the terms of the relevant Service Agreement; and

b) to us for any liability we incur to a Companion or third party of any kind arising from your acts or omissions, including any breach of these terms or of any Service Agreement. You will reimburse us in full and on demand for any claims brought against us or losses, damages or costs we incur as a result of any breach by you of these terms or of the terms of any Service Agreement.

17. Changes to these terms

In addition to the provisions of these terms, specific pages on the App may set out additional terms and conditions, all of which are hereby incorporated by reference into these terms. When we make changes in this manner. Any changes will be effective immediately upon posting on the App site. Terms and conditions may be changed or updated at any time upon notice to you. You agree to accept delivery of any such notice, or any other notice regarding your account or the App, via the email account address you have most recently registered with us.

18.  General

18.1.  These terms and all communications between us will be in English. No other languages will apply to these terms.

18.2.  Neither party shall be liable to the other for any delay or non-performance of its obligations under these terms arising from any cause or causes beyond its reasonable control.

18.3.  No remedy conferred by any provision of these terms is intended to be exclusive of any other remedy except as expressly provided for in these terms and each and every remedy shall be cumulative and shall be in addition to every other remedy given there under or existing at law or in equity by statute or otherwise.

18.4.  No person who is not a party to these terms has any right under the agreements (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any of these terms.

18.5.  These terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

18.6.  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms or its subject matter or formation.

18.7.  If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms.

18.8.  Our waiver of any right or remedy under these terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. Our failure or delay to enforce your strict performance of any provision of these terms will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of these terms.

18.9.  Except as otherwise specifically provided herein, these terms constitute the entire agreement between you and us relating to this subject matter, and all prior negotiations and understandings, whether oral or written, are superseded.

18.10.  You may not transfer any of your rights under these terms to any other person. 

18.11.  We may transfer any of our rights under these terms to any person or ask any person to fulfil any aspect of it so long as the performance of these terms is not affected.

18.12.  Only you and we have any rights under these terms. No other person shall have any rights under these terms.