These terms and conditions shall represent a legally binding contract between the client or employer (the "Client") and the Nannies in Miami agency (the "Agency"). The verbal or written instruction by the Client to the Agency to submit suitable Candidates for contact or interview shall constitute acceptance by the Client of these terms and conditions. The term "Candidate" means a person introduced by the Agency.

2. Fees

(a) Fees are payable by the Client on the acceptance, either verbally or in writing, by a Candidate of a position with the Client. It is the responsibility of the Client to notify the Agency if a Candidate has been offered employment. Fees, at the current rate of the Agency's charges, are payable within 14 days from the date of the invoice submitted by the Agency. All deposits paid are non-refundable. The Agency reserves the right to charge the Client a 25% surcharge on all accounts not settled within this period.

(b) Fees are due in respect of each Candidate taking up a position with the Client or as otherwise set out herein. If a Candidate returns to a Client at a future date or if a temporary or part-time engagement is extended then the appropriate additional fee shall become payable. In the case of a Candidate returning to a Client, this fee shall be the current full fee chargeable by the Agency for the relevant position, and in the case of a temporary or part-time engagement being extended, the fee shall be the difference between the fee actually charged and the fee that would have been charged if the Candidate had been engaged for the whole period. The Client agrees to notify the Agency of a re-engagement or extension of a temporary engagement.

(c) In the case of temporary positions and unless otherwise agreed the relevant fee is based on the number of weeks initially requested. No refund or reduction from the Agency's current rate will be given if the number of weeks is subsequently reduced. If the temporary period is subsequently extended then paragraph 2(b) above will apply.

3. Confidential Information

All communication, whether written or oral and however communicated, shall be confidential between the parties. Should the Client pass on any information including, inter alia, details of Candidates, or recommend a Candidate to a third party resulting in a booking of permanent temporary or part time childcare employment then the Client will be liable for the relevant full fee as if the booking had been made by the Client itself and these terms and conditions shall apply accordingly.

4. Introduction by Third Parties

It is the obligation of the Client to immediately inform the Agency when a Candidate is introduced by the Agency who has already been introduced by a third party. If the Client does not so inform the Agency then it will be presumed that the introduction has been effected by the Agency and the relevant fee will become payable.

5. Liability

The Agency endeavors to provide the Client with only the most suitable Candidates. However the final decision to employ a Candidate is the sole responsibility of the Client and the Agency does not accept any liability for any kind of inconvenience, loss or damage howsoever arising and whether caused directly or indirectly from an act or omission of a Candidate introduced by the Agency. Similarly no warranty is offered in respect of the suitability, honesty, capability or character of any Candidate introduced by the Agency and employed by the Client. Candidates are not the employees of the Agency. The Agency does not exclude or restrict liability for death or personal injury resulting from its negligence.

6. Indemnity

The Client on behalf of itself and all successors hereby agrees to unconditionally release and forever discharge Nannies in Miami, and its directors, officers, agents and employees from any and all liabilities, claims and causes of action whatsoever, arising out of or anyway connected with the referral, placement or subsequent performance/action of a Nanny. In the event Nannies in Miami (or any faction of the Corporation) is named as a defendant in a lawsuit involving the Nanny, the Client, or any other person, arising out of either the Nanny's conduct or the Client's conduct, the Client agrees to indemnify Nannies in Miami and pay all of Nannies in Miami's costs and attorney's fees arising from the lawsuit. Any controversy or claim arising out of or relating to this contract or the breech thereof outside of the jurisdiction of small claims court, shall be submitted to arbitration in accordance with the rules of the American Arbitration Association, and judgement upon the award rendered by arbitrator may be entered in any court having jurisdiction thereof.