Terms of useGeneral terms and conditions applicable to the use of the Platform by the User

Contents

Article 1: Article 1: Definitions and general

The following terms/definitions are used in these Terms of Use:

Charly Cares: Charly Cares B.V., located at Gerard Doustraat 62-1

1072 VV Amsterdam, with Chamber of Commerce number 64647854, phone number 020 – 210 23 23, email: info@charlycares.com. Charly Cares manages the website / the online platform www.charlycares.com / app.charlycares.com for (flexible or not) Babysitting Services, also referred to as the Platform.

User: every Parent and Babysitter who has registered on the Platform and (therewith) uses (the facilities of) the Platform.

User profile: the online profile with which the User registers on the Platform.

User agreement: any agreement between Charly Cares and the User that is automatically entered into by means of and at the time of registration by the User on the Platform, on the basis of which Charly Cares grants the User access to the Platform and allows the User to use the Platform's facilities. The User Agreement is a distance agreement and does not constitute a separate written agreement between Charly Cares and the User.

Terms of Use: these general terms and conditions, i.e. the terms and conditions that apply to any use (both via the computer as well as via mobile equipment or any other software application) of the Platform by a User and (therewith) also to the User Agreement.

Babysitter: a private individual, who has registered on the Platform, who can provide flexible babysitting services that fall under the Home Services Regulation via the Platform.

Babysitting Agreement: the agreement(s) with regards to a Babysitting Service between the Parent and the Babysitter that has been established via the Platform.

Babysitting Service: any babysitting service to be provided (or having been provided) on the basis of the Babysitting Agreement that has been established via the Platform and which consists of a Babysitter looking after one or more of the Parent(s)'s children.

Parent(s): the parent(s) or legal guardian(s) of the children to be cared for, being a private individual, who has registered on the Platform.

Payment Provider: the payment service provider engaged by Charly Cares, currently ADYEN N.V., who arranges payment transactions via the Platform/for Babysitting Services established via the Platform or any other payment service provider engaged by Charly Cares.

Platform: Charly Cares' online platform www.charlycares.com / app.charlycares.com for flexible (or not) babysitting services.

Regulation: the Home Services Regulation (“Regeling dienstverlening aan huis”).

Completed (or completed Babysitting Service): the Babysitting Service to be completed (and thereby concluded) by the Babysitter.

These Terms of Use apply to every use of the Platform and to every offer and/or further (User) agreement between Charly Cares and a User, insofar as the parties have not expressly deviated from these terms and conditions in writing.

Charly Cares offers its Platform for, among other things, bringing together supply and demand in the field of Babysitting Services by Users. Charly Cares also facilitates, via the Platform and an automated search module where the Parent and the Babysitter can come to an offer and acceptance (regarding a Babysitting Service). The Parent can also pay via the Platform. Charly Cares makes only the Platform and the automated search engine available. Charly Cares and/or its employees do not offer babysitting services themselves.

Charly Cares customer service can be reached every day from 08:00 to 20:00 by calling +31(0)20 210 23 23 (local rate), via email: info@charlycares.com. Customer service is available to a more limited extent outside of office hours.

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Article 2: Article 2: User Agreement, registration, and use

1. Before the User Agreement is concluded between parties, the text of these general terms and conditions will be made available to the User.

2. The text of these Terms of Use is made available to the User electronically in such a way that it can be easily stored by the User. If this is not reasonably possible, it will be indicated, before the User Agreement is entered into, how the User Agreement can be read electronically and that they will be sent free of charge at the request of the User by electronic means or otherwise.

3. These Terms of Use apply in full to every User Agreement and are accepted by the User by registering on the Platform.

4. The User fills out the User Profile truthfully, up to date, and completely, accepts the Terms of Use and the privacy statement of Charly Cares, and makes the User Profile available to Charly Cares for further processing on the Platform. The User is obligated to provide all relevant information that is requested from them. The Parent must also choose a membership. The Babysitter must state their rates in the User Profile and is responsible for setting those rates. The User is responsible for keeping the User Profile up to date.

5. Charly Cares' collection and use of (personal) information in connection with access to and use of the platform is described in the privacy statement. Charly Cares will keep this data, including information about the services booked or provided by the User, for inspection in the User Profile during the term of the User Agreement, and will offer the User the option to change personal data. The User can access this part of the Platform by logging in with their personal email address and password.

6. Charly Cares will then send an (automatic) email confirmation of the User's registration, the chosen membership (if applicable), and the User's acceptance of the Terms of Use and the privacy statement. With the registration, the User Agreement is automatically established between the User and Charly Cares, to which these Terms of Use apply.

7. The User has the option to edit their User Profile and (if applicable) to choose another membership. The User is responsible for the correctness and completeness of the data in the User Profile.

8. Neither the User Profile nor the User Agreement is transferable to third parties. Each user may only use one User Profile. Charly Cares reserves the right, without stating reasons, to delete a User Profile and to deny a User access to the Platform. A deleted User is not allowed to create a new User Profile without the prior written consent of Charly Cares.

9. Charly Cares is at all times entitled to change, remove, or add new features to the platform (for example, by making the use of features only possible under certain circumstances).

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Article 3: Article 3: Explanation of the Babysitting Agreement

1. For payment of a fee, Charly Cares offers the Parent the opportunity to register with a User Profile, to use the Platform to search for a Babysitter through the automated search module, and to submit booking requests to a Babysitter. The Platform offers the Babysitter the opportunity to indicate the dates and times on which they are available to provide babysitting services.

2. The Platform automatically forwards the Parent's booking request to the relevant Babysitter. The requested Babysitter determines completely autonomously whether they will perform the Babysitting Service in accordance with the booking request. The Parent will independently instruct the Babysitter with regard to the Babysitting Services to be provided. Charly Cares does not guarantee (nor can we guarantee) that the Parent's booking requests will be fulfilled and cannot be held liable for this. If a Babysitter declines the booking request, the Parent can search for and book a suitable Babysitter via the Platform anew.

3. The Babysitter will perform the Babysitting Service/activities on the basis of a (special) employment contract under the application of the Regulation, assuming that the Parent hires the Babysitter for babysitting activities less than 4 days a week. The Parent therefore becomes the Babysitter's employer after the booking request has been accepted or after the Babysitting Agreement has been established. The Babysitter is responsible for declaring their income to the tax authorities. The Parent does not pay payroll tax. By entering into the Babysitting Agreement, the Parent agrees to pay the applicable service costs/transaction fee to Charly Cares.

4. The Parent and the Babysitter mutually agree to read the information about the Regulation and the consequences of the applicability of the Regulation carefully. This information can be found on https://www.rijksoverheid.nl/o... or at the bottom of the Charly Cares website under 'Home Service Regulation' ("Regeling dienstverlening aan huis").

5. In addition to that which applies on the basis of the Babysitting Agreement, the parties can use the model employment contract 'Work contract for help at home' as drawn up by the central government (Appendix to the Babysitting Agreement). The Babysitter and the Parent are not obligated to use the model employment contact of the central government. They can also make other agreements (oral or written).

6. The Babysitter can accept or reject babysitting requests at their own discretion and determines which compensation they wish to receive for the Babysitting Service. The Parent is entitled to give instructions to the Babysitter. Charly Cares has no say and no involvement whatsoever in the babysitting services to be provided between Parent and Babysitter. Charly Cares does not pay the Babysitter wages or other fees. The fees are paid by the Parent to the Babysitter, through the intervention of the Platform, which merely facilitates these payments. The Babysitter has no other obligation towards Charly Cars than to comply with the Terms of Use for the use (of the facilities) of the Platform. There is emphatically no employment contract between Charly Cares and the Babysitter.

7. Charly Cares does not provide employees for the actual Babysitting Service, but only offers an independent Platform to match supply and demand regarding potential Babysitting Services through its automated search engine.

8. The actual fulfilment of the rights and obligations of a Babysitting Agreement is not checked by Charly Cares and can therefore not be guaranteed to the User. The User is obligated to determine whether the Babysitting Service has been performed in accordance with the Babysitting Agreement.

9. When a Babysitting Agreement between a Parent and a Babysitter is established, Charly Cares exclusively takes over the further payment processing services between the Parent and the Babysitter, for the purpose of which the Parent and the Babysitter hereby expressly instruct Charly Cares. The price of the booked Babysitting Service includes a transaction fee to Charly Cares. The price is constituted by the following components:

The day and/or night rate of the Babysitter multiplied by the duration of the babysitting service PLUS the transaction fee of Charly Cares.

The transaction fee charged by Charly Cares is €1.99 per service.

10. Charly Cares facilitates the payments of the Parent to the relevant Babysitter through the Payment Provider.

11. The Parent is not allowed to contact and/or book a Babysitter, who has become known to the Parent through the Platform, outside of the Platform.

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Article 4: Article 4: Reviews of the Babysitter by the Parent

1. The Parent can leave ratings and reviews of the Babysitter on the Platform.

2. Ratings must be based on demonstrable facts. The Parent must assess the Babysitter in reasonableness and fairness and as objectively as possible. The Parent is not permitted to post insults, defamation, slander, privacy-sensitive or other content (which is in violation of public decency or which is otherwise unlawful). Reviews that do not meet these requirements will be removed. Reviews always reflect expressions of the Parent and never of Charly Cares. Charly Cares randomly checks reviews.

3. By submitting the review, the Parent grants Charly Cares the right to use their review text free of charge and without limitation in time and scope. Charly Cares is entitled to freely use the review and in particular to edit and use it for further assessment services. The reviews are published via the Platform and may be provided to third parties.

4. It is prohibited to influence the assessment system with unjustified repeated assessments, self-assessments, or other assessment methods.

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Article 5: Article 5: Liability of Charly Cares

1. Charly Cares is not responsible and/or liable for the (proper) execution and/or completion of the Babysitting Agreement by the Babysitter and/or the Parent. The Babysitting Agreement is an agreement between the Babysitter and the Parent, in which Charly Cares is not involved as a party.

2. Charly Cares is not liable and/or responsible for whether or not the Regulation applies and the (possible) existence of a 'regular employment contract' between the user and the babysitter and the consequences thereof, including but not limited to any obligation to pay (income) tax. More specifically, Charly Cares is therefore not responsible or liable for any (i) reclassification of the relationship between the Parent and the Babysitter and/or (ii) employment law or other obligations of the Parent towards the Babysitter (including, but not limited to, any special obligations under the Regulation or possible (tax and civil) obligations as a result of the existence of a regular employment contract).

3. Charly Cares will perform its obligations under the User Agreement to the best of its ability, while exercising due care towards the User and third parties. Should the User suffer damage as a result of any shortcoming in the implementation of the User Agreement, Charly Cares is only liable towards the user for the damage suffered by the User as a result of intent or gross negligence on the part of Charly Cares. Any liability of Charly Cares towards the User and/or third parties for damage arising from or in connection with the execution of this User Agreement is limited to a maximum of three times the value of the last booked Babysitting Service or the amount paid in the relevant case under the liability insurance(s) taken out by Charly Cares by its insurer.

4. Charly Cares is never liable for indirect damage, including consequential damage, lost profit, lost savings, and damage due to loss of data, in any way caused by and/or resulting from the use of the Platform.

5. More particularly, Charly Cares will under no circumstances be liable for any damage whatsoever that arises in any way from:

a) Acts performed by the User, such as entering into a Babysitting Agreement, which have been established through the use of the Platform;

b) The impossibility to use the website/the Platform, which cannot be attributed to Charly Cares or is due to the non-functioning of the equipment, networks, or software used by Charly Cares;

c) The fact that the website does not always function without errors;

d) The fact that the information on the website and/or in the database is incorrect, incomplete, or not up to date;

e) The unlawful use of Charly Cares’ systems, including the Website and the Platform, by a third party; or

f) Acts of the Babysitter after the Parent has entered into a Babysitting Agreement with them by using the Platform.

6. If there is liability for personal injury and/or death, this is in any case limited to an amount of € 500.000.

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Article 6: Article 6: User liability and taxes

1. The User is liable for all damage suffered by Charly Cares due to breach of contract/violation of the User Agreement. The User will indemnify Charly Cares against all damage caused to Charly Cares by possible claims from third parties as a result of the use of the Platform.

2. The User is responsible for taking out a third-party liability and accident insurance and for entering into the Babysitting Agreement. Charly Cares recommends that the User carefully check the insurance policies and in particular points out that the User should be aware of and understand any exclusions and deductions that apply with such insurance.

3. The Babysitter remains liable at all times for and indemnifies Charly Cares against all claims from the Tax Authorities in connection with the execution of a Babysitting Agreement and indemnifies Charly Cares against claims from the Tax Authorities in that respect. If and insofar as Charly Cares would be held liable for taxes and/or social contributions, the Babysitter shall indemnify and compensate Charly Cares against all taxes and/or social contributions.

4. If the parties do not comply with the Regulation (for example, if childcare is provided for more than 4 days a week), the Parent may (also) be addressed by the Tax Authorities. If and insofar as Charly Cares would be held liable for taxes and/or social contributions, the Parent shall indemnify and compensate Charly Cares against all taxes and/or social contributions.

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Article 7: Article 7: Withdrawal, changes, duration, and termination of the User Agreement

1. The User can dissolve or revoke the User Agreement without giving any reason within fourteen days after the day on which the User Agreement was entered into.

2. This dissolution or revocation can take place by clearly informing Charly Cares via email. If the performance of the services under the User Agreement and/or the babysitting activities in accordance with the Babysitting Agreement have started at the request of the Parent within the aforementioned period of fourteen days, the Parent will bear the costs of the use of the already completed babysitting services.

3. Charly Cares is entitled to change the Terms of Use in accordance with legal regulations. Such changes are deemed to have been accepted by the User and come into effect under the current User Agreement if Charly Cares communicates the changes to the User in text form and if the User has not objected to these changes within four weeks of receipt of the notification. Changes are not retroactively applied (changes always apply in the future).

4. The term of the User Agreement is unlimited; the User Agreement is entered into for an indefinite period of time. The User Agreement can be terminated in writing by the User or Charly Cares with due observance of a notice period of two weeks. Without prejudice to the provisions in this paragraph, the right to immediate termination/cancellation of the User Agreement exists for substantially serious reasons. Termination of the User Agreement does not affect Babysitting Agreements that have already been concluded.

5. Charly Cares charges a transaction fee per Babysitting Service of €1.99. Possible transaction costs are linked to the establishment of a transaction/Babysitting Service via the Platform and are therefore due regardless of whether and how the Babysitting Service is performed. If the Parent cancels the Babysitting Service, the transaction fee will therefore remain/be due to Charly Cares (regardless of the moment of cancellation of the Babysitting Service).

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Article 8: Article 8: Membership, free trials, costs, cancellation, and credits

1. Membership

For a Parent to gain access to the platform, it is required to take out a membership. One possibility for gaining access to the Platform as a Parent is to take out a membership that can start with a free trial period and/or a discount after entering a valid promotional code, which is continued monthly until the parent cancels the User Agreement or Charly Cares terminates it. The Parent can book a Babysitter via the Platform an unlimited number of times and, in addition, only pays a transaction fee after each Babysitting Service. Charly Cares offers the Parent the following membership:

  • Price per month: EUR 13.99. Transaction fee per service: EUR 1.99. 24/7 Angel Insurance. Monthly terminable. Personal support. No

The membership can start with a free trial period which is only intended for new users and is only provided once. The free trial lasts 14 days or as many days as specified during the registration period. Charly Cares reserves the right to determine, at its sole discretion, whether the Parent qualifies for the free trial. The Parent will not be notified once the free trial period has ended or the paid portion of the membership has started.

2. Babysitting credits:

Charly Cares provides personal gift codes with babysitting credit. A babysitting credit can be provided for commercial purposes to (potential) users or sold/bought to be given as a gift (card). In the case of a gift (card), Charly Cares will provide a personal gift code containing babysitting credit, the amount of which can be determined by the buyer. The babysitting credit can only be spent on the costs related to the Babysitter and the relevant Babysitting Service. This means that transaction costs, subscription costs, or one-time booking costs cannot be paid using this credit. A gift code must be entered before the Parent makes the booking and has accepted the Babysitter. The credit will be deducted from the total amount after the next Babysitting Service. A gift code can only be used once. If the total amount (excluding transaction costs) for the relevant Babysitting Service is lower than the credit, the part of the credit that has not been used will be forfeited. When a booking is cancelled, the credit will remain. The code does not need to be entered (again) for a subsequent booking. A code can only be used in areas where Charly Cares is active. The code is non-transferable and non-refundable and unused credit will not be refunded.

3. Cancelling the membership

The Parent must cancel the subscription/membership in accordance with article 7.4 of these Terms of Use before it is renewed each month to avoid being charged the subscription fee for the following month. On the Platform, under 'my payments' > 'membership' > current subscription 'cancel subscription', the Parent can cancel the subscription.

4. Right of withdrawal

The Parent explicitly grants permission for the membership (subscription) to take effect immediately after the Parent clicks on complete during the registration process, after linking their bank details. This gives the Parent direct access to the Platform and a booking request can be sent immediately. The Parent furthermore agrees that the right to free revocation will then be lost; for the time that the Parent has used the Platform, they will owe a fee pro rata. This does not affect the right to cancel the subscription at any time.

5. Costs after each Babysitting Service for the Parent

With a subscription (with the exception of Premium), Charly Cares charges a transaction fee for each Babysitting Service (also in the event of a cancellation). The level of the transaction fee can be found on the website under 'Rate'.

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Article 9: Article 9: Billing

1. Subscription billing:

By choosing a membership, the Parent grants Charly Cares the authorisation to charge the subscription costs every month in advance at the then applicable rate via its Payment Provider. The Parent authorises Charly Cares to charge such varying amounts, which can be billed in one or more instalments each month, through its Payment Provider.

2. Billing after Babysitting Service

Charly Cares is authorised to settle the (continued) payments, namely the wages owed (i.e. the hourly rate agreed upon between the Parent and the Babysitter multiplied by the duration of the babysitting service) PLUS any transaction costs for Charly Cares, after the completion of each Babysitting Agreement on behalf of the Parent through the Payment Provider. The Parent hereby authorises Charly Cares to collect such varying (continued) payments on behalf of the Babysitter and on its own behalf through its Payment Provider. The Babysitter hereby authorises Charly Cares to pay the payments received by the Parent for the Babysitting Service (with the exception of the transaction costs) to the Babysitter via its Payment Provider.

3. Price changes/ Rate changes

Charly Cares reserves the right to, at its sole discretion, change prices for the service of the Platform and parts thereof in any way and at any time. Price changes for the service/the membership will not take effect until a minimum of 14 days has passed and after the Parent has been notified via email.

4. Billing cycle

The subscription fee for using the Platform will be charged at the beginning of the paid portion of the subscription and every month thereafter, unless and until the Parent cancels the subscription. Charly Cares automatically charges the costs each month through its Payment Provider on the calendar day that corresponds with the start of the paid subscription. Subscription fees are collected in full at the time of payment. Charly Cares reserves the right to, through its Payment Provider, change the time of billing, in particular, as indicated below, if the amount cannot be charged. If the paid subscription has started on a day that does not occur in a specific month, Charly Cares can charge the costs through its Payment Provider on a day in the applicable month or any other day that Charly Cares deems appropriate. For example: if a User starts a subscription on January 31, then the next payment date will likely be February 28 and the Payment Provider will collect on that date from the Parent. The renewal date may change due to subscription changes. 'Billing' or 'charging', as used in these Terms of Use, means a charge, debit, or other payment settlement through the Payment Provider. Unless otherwise noted, month or monthly refers to the billing cycle.

5. No refunds

Charly Cares does not provide refunds or credit for partially (un)used subscription/membership periods. Upon the cancellation of a subscription, the Parent will continue to have access to the service until the end of the last billing period.

Article 10: Applicable law, court jurisdiction, validity, and right to amend

1. Dutch law applies to the User Agreement and these Terms of Use.

2. In the event of disputes between Charly Cares and the User, these will be submitted to and settled by the competent court in Amsterdam.

3. Should any of these provisions be found to be invalid for whatever reason, this shall not affect the validity of the remaining provision(s) in these Terms of Use.

4. Charly Cares has the right to amend these Terms of Use from time to time.

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Article 10: Article 10: Applicable law, court jurisdiction, validity, and right to amend

1. Dutch law applies to the User Agreement and these Terms of Use.

2. In the event of disputes between Charly Cares and the User, these will be submitted to and settled by the competent court in Amsterdam.

3. Should any of these provisions be found to be invalid for whatever reason, this shall not affect the validity of the remaining provision(s) in these Terms of Use.

4. Charly Cares has the right to amend these Terms of Use from time to time.

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