Agreement | Nurture

Nurture Terms and Conditions

AGREEMENT BETWEEN NURTURE and INTENDED PARENTS

IMPORTANT NOTICE

The egg donation terms outlined here and agreed upon by the Intended Parents contain specific provisions to limit Nurture’s liability, allocate risk to you as the Intended Parents, and constitute acknowledgement of facts by you as the Intended Parents. These terms have been highlighted in bold. Please pay particular attention to these terms, as they limit your ability as Intended Parents to recover losses you may incur in connection with your dealings with Nurture.

Nurture is engaged in the practice of coordinating egg donation arrangements between a suitable woman (“the Donor”) and individuals or couples who desire a child.
Nurture is therefore acting as a consultant or finder in coordinating egg donation arrangements as set out in clause 1 above. Nurture operates as a for-profit business and will charge a fee for this service.
Intended Parents have sought the services of Nurture for an agreed fee to aid them in the selection of a Donor to undergo transvaginal aspiration of her eggs for donation to the Intended Parents.
This agreement shall terminate on the date on which both parties have fulfilled their obligations to the other in terms hereof, it being agreed, however, that the Intended Parents may terminate this Agreement on 20 business days’ notice to this effect to Nurture.
The Intended Parents agree they will indemnify and hold Nurture harmless from and against any liability, claims, actions, damages, fines, expenses, costs, and any other losses, including attorney’s fees, arising as a result of or in connection with this Agreement (including, for example, alleged liability based on the relationship of the parties, breach, misrepresentation, furnishing incorrect or incomplete information, undisclosed material facts affecting the Agreement) or the activities, status or condition of the Donor, except insofar as such liability, claims, actions for damages, fines, expenses, costs or any other losses arose as a result of gross negligence on the part of Nurture. This provision will survive (remain independently binding and enforceable after) termination (expiration, cancellation, or completion, for example) of this Agreement.
The Intended Parents will provide promptly, upon request, all information and documentation reasonably deemed necessary or desirable by Nurture in connection with performing its services in terms of this Agreement. The Intended Parents represent and warrant to Nurture that all written materials and other information furnished to Nurture will be correct and complete. The Intended Parents understand and agree that Nurture intends to use the information furnished by the Intended Parents for the purpose contemplated herein, without making an independent investigation into the accuracy of the information.
In the consideration of mutual promises contained in this Agreement, and intending to be legally bound, Intended Parents hereby agree to pay to Nurture, as compensation for advertising, marketing, recruitment, and maintaining Donor files and database, providing access to the Donor Database, and coordination and administrative services, the following sums:
1. {Invoice Amount} due and payable within 7 working days of the date of issue of the invoice (Agency Fee and any applicable donor travel fees). This amount shall be forfeited by the Intended Parents in the event that the transvaginal aspiration of the donor eggs does not occur within 4 (four) months from the date of issue of the invoice.
2. Included in the Agency Fee, is an administration and planning fee of R4,000 (“Administration Fee”). The Administration Fee is paid in respect of administrative costs and time spent by Nurture in coordinating, planning and administrating the donor match and treatment planning, and as such, this is a reasonable charge having regard to the services rendered, despite cancellation of cycles.
3. The Administration Fee is charged to all Intended Parents if cycles are cancelled. In event of such cancellation of cycles, it is accordingly agreed that, notwithstanding anything to the contrary contained in this Agreement, the Agency Fee less the Administration Fee will be refunded to the Intended Parents within 30 days of the cancellation.
4. In the event of the Donor not being able to donate to the Intended Parents for any reason other than a delay on the side of the Intended Parent, the Agency Fee less the Administration Fee will be refunded to the Intended Parents within 30 days of the cancellation.
5. In the event of the aspiration of the eggs not being completed within a period of 4 months due to a delay on the side of the Intended Parent, the Intended Parent will forfeit the entire Agency Fee paid in terms of this Agreement, unless an extension to this 4-month time period has been agreed to in writing by Nurture.
6. In the event that the Intended Parent fails to pay the treating fertility clinic's required deposit for the medical treatment to the clinic within 14 working days of reserving the donor, thereby delaying the start of the egg donation process, Nurture reserves the right to withdraw the donor and refund the Agency Fee less the Administration Fee as per clause 7 (3) above.
7. NOTE: The Nurture Agency fee excludes the fee payable to the egg donor ("donor fee"). The donor fee is commonly included in the fee charged to the Intended Parents by the fertility clinic or doctor.
Nurture accordingly agrees to refund within 30 days of cancellation, in full, excluding the Administration Fee or a reasonable portion of any monies paid by the Intended Parents, having regard to the extent of Nurture’s failure to properly perform in terms of this Agreement, should: Alternatively, Nurture will apply payments made to another Nurture Donor of the Intended Parents’ choice. In the event that the Intended Parents do not choose another Nurture donor, nor request a refund within six (6) months of payment of the monies, said payment shall be forfeited.
1. Nurture failed to render the services that form part of its obligations in terms of this Agreement –
  1. timeously as provided for in this Agreement;
  2. in the manner and quality that the Intended Parents are generally entitled to expect; and
  3. otherwise, as contemplated in section 54 of the Consumer Protection Act, 68 of 2008.
2. The chosen Donor withdraws after initial acceptance or at any time prior to ovum retrieval.
3. The chosen Donor fails her medical examination or psychological assessment.
4. The chosen Donor acts in an irresponsible manner that causes the delay or disruption of retrieval or transfer beyond the agreed upon time period between herself and the Intended Parents.
The following process will apply where an 'out of town’ or ‘travelling’ donor has been selected by the Intended Parent:
9.1 The Intended Parents will be responsible for the travel fees of their chosen donor as per their invoice.
9.2 Should the chosen donor be declared unfit to donate after attending her initial appointments, the Intended Parents are able to choose another donor as per Clause 8 above.
9.3 Should the Intended Parents select a new donor who is not an ‘out of town’ or ‘travelling’ donor, the travel fee paid for the original donor will be refunded to the Intended Parents less the travelling costs already incurred for the original donor.
9.4 Should the Intended Parents select a new 'out of town’ or ‘travelling’ donor, the travel fee paid for the original donor will be transferred to the new donor, less the travelling costs already incurred for the original donor.
9.5 Should the Intended Parents elect not to select a new Nurture donor, the balance of the travel fee will be refunded to the Intended Parents less the travelling costs already incurred for the original donor.
Nurture cannot and will not act in any medical, psychological, or legal capacity in relation to the egg donor procedure, or during the Donor’s medical or psychological screening, drug therapy, transvaginal aspiration procedure or implantation procedure, it being agreed that such services shall be rendered by professionals of the Intended Parents’ choice in this regard. Nurture’s staff shall assist in the coordination of medical appointments and facilitate social disease testing required by the doctor’s office. No information given by Nurture is intended, and should not be construed as, providing medical advice.
It is possible that updated genetic and/or medical information may become known to Nurture after the donor has donated. Nurture may from time to time, get and share updated clinically significant medical and/or genetic information with Intended Parents and/or the Intended Parents Fertility Clinic. Intended Parents acknowledge and agree that under some circumstances, Nurture may have shared such updated information only with the Intended Parents’ Fertility Clinic, in which event, whether or not Intended Parents would be informed of such updated information would be entirely dependent on the Intended Parents Fertility Clinic. Nurture is not a medical provider, and cannot provide medical advice, and as such, Intended Parents agree that there is no duty or obligation for Nurture to share any updated genetic and/or medical information obtained after the donor has donated directly with the Intended Parents.
Legal counsel, psychologistsand infertility specialists involved in the transvaginal aspiration procedure conducted in terms of this agreement are not agents, employees or partners of Nurture. Nurture is associated with and has long-term working relationships with various professionals in the field of third-party reproduction. However, each professional is individually responsible for his/her own services. Nurture does not pay rent or insurance premiums for, or receive payments from, any independent professional. Nurture shall act as coordinator between the Donor and the Intended Parents only. Said professionals are independent contractors, and no agency, partnership, employment, or joint venture is created or intended to be created between Nurture and any professional herein. Intended parents understand that Nurture has a limited and discrete role in the coordination of the Egg Donation Contract. Intended Parents understand and acknowledge that Nurture does not have the right to control, direct or supervise any psychologist, doctor or lawyer or any other professionals rendering services for the proposed Egg Donation Arrangement.
The Intended Parents acknowledge they are responsible for -
1. all fees relating to the medical and psychological assessment of each chosen donor, including any travel fees (if applicable);
2. all fees relating to the egg donor procedure, including medical fees and other professional fees;
3. all legal responsibility as parents of any child born as a result of the transvaginal aspiration procedure
4. all fees relating to the maintenance and other financial responsibilities in respect of any child born as a result of the transvaginal aspiration procedure
Nurture retains the right to withdraw any Donor if all outstanding monies mentioned in clauses 7.1 and 7.2 above have not been received by Nurture within 10 working days of the date of issue of the invoice.
Intended Parents understand and agree that Nurture, its agents, directors, partnerships, joint ventures, representatives, and employees, in no way guarantee or warrant the following:
1. that the Donor will produce viable eggs;
2. that the eggs will fertilize or gestate;
3. that donation will result in a pregnancy or live birth;
4. that the child, if conceived, will be physically and mentally healthy, and free of birth or congenital defects or abnormalities;
5. that all the information provided by the Donor in her application is verifiably true, and/or accurate, and/or complete;
6. that the Donor and her husband or partner, if any, will comply with the terms and provisions of the Donor Contract, or comply with the counsel or advice of the professionals involved.
If the Donor fails to have any eggs aspirated, Nurture shall provide an additional Donor to the Intended Parents and waive any additional Retainer or Matching Fees for a period of up to 6 months after the original donor's aspiration procedure.
Intended Parents agree that egg donation in South Africa is done anonymously as per local regulations and guidelines. As such, Intended Parents agree not to seek information about their donor or attempt to contact the donor directly. Nurture will not release any identifying information about the Intended Parents to their donor without the written and expressed consent of the Intended Parents. While the donor has agreed in a separate agreement with Nurture not to seek information about their Intended Parents or contact their Intended Parents, it is understood that Nurture has no control over the actions of any donor, or that any future laws, regulations, photo recognition software, artificial intelligence (AI), DNA testing, or other means will guarantee anonymity of the Intended Parents, or the anonymity of their donor.
In the event a national donor gamete registry is established, Intended Parents agree that Nurture may, without any further consent or approval from the Intended Parents, provide certain information to the registry, provided it meets the confidentiality provisions of this agreement or as otherwise required by law.
Intended Parents further agree they hereby agree to release and hold Nurture, its agents, directors, partnerships, joint ventures, representatives, and employees harmless from any and all liability associated with the egg donor procedure relating to claims for child support or maintenance, medical costs, loss of earnings, pain, suffering, and/or emotional distress, or similar claims of the child, Donor, their families, heirs, or representatives, except insofar as such claims arose due to gross negligence on the part of Nurture.
The parties agree that the law applicable to the entire Agreement is that of South African Law and:
1. Should any difference or dispute arise between the parties under or in respect of this agreement, the interpretation thereof, or the performance by any party of its obligations, whether during the subsistence of this agreement or on the termination thereof, such difference or dispute shall be submitted to confidential arbitration in terms of the arbitration laws for the time being in force. Each of the parties shall nominate an arbitrator, who, before entering upon such arbitration, shall nominate an umpire in the event of their differing of opinion or failing to reach agreement, and the conduct of the arbitration proceedings shall be as agreed between the parties, or failing agreement as determined by the arbitrators. The decision or award of the arbitrators shall be conclusive and binding upon the parties.
2. Arbitration shall be held in Cape Town, South Africa, informally and otherwise upon the provisions of the Arbitration Act No. 42 of 1965 (as amended or re-enacted from time to time) it being the intention that, if possible, it shall be held and concluded within twenty-one (21) days after it has been demanded and finalized within sixty (60) days.
Intended Parents are aware of the legal and medical risks incident to the Donor Procedure both known and unknown to themselves and to any unborn child. They will hereby agree to release and hold Nurture harmless in respect of any damages arising in this regard, and they undertake not to initiate any claim as a result of this Procedure against Nurture, except insofar as such damages claims arose as a result of gross negligence on the part of Nurture.
Intended parents hereby agree neither they, nor their agent, representative or doctor, will directly or indirectly contact Nurture Donors to pursue any first or additional cycles without first contacting and retaining Nurture. No payment is due if a child is conceived and created through frozen embryos created from the aspiration of eggs from their Donor during a previous agreement with Nurture.
Access to and Protection of Personal and Medical Information:
Information Related to the Egg Donation Cycle:

Intended Parents give permission to Nurture to collect and maintain records of the egg donation or IVF cycle from the treating fertility clinic or doctor. The information collected will be used solely for the purposes outlined in this agreement and will remain confidential.

Intended Parents agree that Nurture may obtain some or all the following information from the treating fertility clinic or doctor, including but not limited to:

· Number of eggs retrieved

· Quality of eggs retrieved

· Number of viable embryos

· Quality of embryos

· Number of embryos transferred

· Number of eggs and/or embryos frozen

· Whether genetic or other testing was performed on the eggs or embryos

· Whether a clinical pregnancy was achieved

· Confirmation of ongoing clinical pregnancy

· Live birth(s)

Identifying Information:

Intended Parents agree that Nurture will use their personal information only for the purposes for which it was collected and agreed by themselves. Furthermore, Intended Parents agree that Nurture may share their personal information with the medical, psychological and legal professionals involved in the egg donor IVF cycle where necessary in order to complete the egg donor IVF cycle.

Non-Identifying Information:

Intended Parents agree that Nurture may share non-identifying information relating to the donation with its appointed providers, researchers, or other professionals. Nurture agrees to keep any identifying information about the Intended Parents private and confidential.

Confidentiality

Nurture agrees to keep all identifying information confidential and will not disclose any personal information beyond what is required for the purposes outlined above. All information will be retained for record-keeping purposes as necessary.
Intended Parents agree that, where required, their information may be retained for record-keeping purposes.
Intended Parents understand that as part of Nurture's standard business operations and record-keeping, Nurture may make use of various third-party technology, platforms, and applications. Intended Parents agree that all reasonable measures will be taken to ensure that Nurture only uses third-party technology, platforms, and applications that have robust privacy and security measures in place to protect their data. As such, Intended Parents agree and acknowledge that:
1. Nurture will take all reasonable steps to ensure the third-party technology and applications used adhere to industry standards for data protection and security.
2. Despite these measures, the nature of third-party technology means that Nurture cannot guarantee absolute security against all potential threats.
3. Nurture cannot be held responsible or liable for any unforeseen security breaches or vulnerabilities that may arise from the use of these third-party technologies. This includes, but is not limited to, data breaches, cyber-attacks, or other security incidents that are beyond Nurture's immediate control.
4. Nurture continually reviews and updates its security practices and the technologies it uses to align with the best available standards and practices in data protection.
5. By signing this agreement, Intended Parents acknowledge and accept these terms regarding the use of third-party technology and the associated risks.
In situations where the egg donor donates with the intention that the eggs or resulting embryos are destined for transportation to another location, whether locally or internationally, the Intended Parent(s) agrees to the following:
1. Nurture and / or its associated clinics, doctors and laboratories will not be held responsible or liable for the safety and integrity of the eggs or embryos during its/their transportation or for its/their condition upon arrival. Accidents or mishaps beyond the control of all parties involved can occur during transportation, resulting in the loss of viability of the eggs or embryos.
2. The intended parent(s) is responsible for transport arrangements, customs clearance and all respective payments regarding the transportation of the egg or embryos
3. The intended parent(s) is responsible for ensuring that the courier / transporter of the eggs or embryos has the necessary skills, expertise and experience to transport the eggs and embryos and that all the necessary legal and regulatory requirements have been met at both the sending and the receiving destination
4. The above matters apply regardless of what agreements the intended parent(s) have with the treating doctor, clinic or laboratory at either sending or receiving location
This Agreement is binding on the undersigned, their heirs and representatives, successors, executors, administrators, and assigns.
NOTICES AND ADDRESSES
1. Each of the Parties choose as their addresses / dwellings for purposes of this Agreement their respective addresses set out in this clause for the purposes of the giving of any notice, the serving of any process and for any other purpose arising out of or in connection with this Agreement.
2. Each of the Parties shall be entitled from time to time to vary its addresses / dwellings for purposes of this Agreement to any other address within the Republic of South Africa or internationally which is not a post office box or post restante.
3. For purposes of this Agreement the Parties' respective addresses shall be :
  Nurture at 29 Belvedere Rd, Belvedere Estate, Durbanville 7550, Cape Town, RSA.;
4. The Intended Parents at {{physical_address}},
  mobile number: {{cell_phone}}
5. Any notice given in terms of this Agreement shall be in writing and shall :
  1. if delivered by hand be deemed to have been duly received by the addressee on the date of delivery;
  2. if posted by prepaid registered post be deemed to have been received by the addressee on the 4th (fourth) day following the date of such posting;
  3. if transmitted by facsimile be deemed to have been received by the addressee on the expiration of 24 (twenty four) hours after transmission;
  4. if sent by courier be deemed to have been received on the date of delivery by the courier service concerned, unless the contrary is proved.
6. Notwithstanding anything to the contrary contained or implied in this Agreement, a written notice or communication actually received by one of the Parties from the other including by way of facsimile transmission shall be adequate written notice or communication to such Party.
SEVERANCE
Each of the provisions of this Agreement is separate and severable and enforceable accordingly. If any such term or condition is or becomes unenforceable for any reason whatsoever, that term or condition is severable from and shall not affect the validity of any other term or condition contained in this Agreement.
OPERATION
1. The expiration, cancellation or other termination of this Agreement shall not affect those provisions of this Agreement which expressly provide that they will operate after such expiration, cancellation or other termination or which of necessity must continue to endure after such expiration, cancellation or other termination, notwithstanding that the relevant clause may not expressly provide for such continuation.
2. If the operation of this Agreement is suspended or conditional upon the happening of any event and if any obligation or restriction imposed on the parties or any of them is clearly intended to be implemented and given effect to notwithstanding the fact that this Agreement in its entirety may at that time not yet be unconditional, then the relevant obligation or restriction shall nevertheless apply and be given effect to, and the relevant provisions shall create binding obligations on the parties.
GENERAL
1. This Agreement constitutes the entire agreement between the Parties as to the subject matter hereof and save as may be expressly set out herein, no agreements, representations or warranties between the Parties regarding the subject matter hereof other than those set out herein are binding on the Parties.
2. No indulgence, leniency or extension of time which any Party may give or allow to the other Party in respect of the performance of any obligation hereunder, shall in any way prejudice the Party giving or allowing the indulgence, leniency or extension or preclude such Party from exercising any of its rights an enforcing the obligations of the other Party in terms of this Agreement.
3. No addition to, alteration, cancellation, variation or novation of this Agreement and no waiver of any right arising from this Agreement or its breach or termination shall be of any force or effect unless reduced to writing and signed by all the Parties or their duly authorised representatives.
4. Nurture does not discriminate in terms of race, religion, sex, or other personal or protected characteristics, however it reserves the right to refuse services to anyone or any establishment or business at our sole and absolute discretion
5. Nurture is dependant on the fertility clinics to fufill the medical treatment required to aspirate the donor eggs. As such, Nurture is unable to proceed with it's obligations should the assigned fertility clinic refuse to aspirate the donor eggs for any reason, including but not limited to any outstanding monies owed by the intended parents to the fertility clinic. Most fertility clinics will require that the intended parents pay a deposit to them before they will proceed with any medical treatment for the donor or the intended parent.
SIGNATURE
1. This Agreement is signed by the Parties on the dates and at the places indicated opposite their respective names.
2. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.
3. The persons signing this Agreement in a representative capacity warrant their authority to do so.