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Client Service Agreement

This CLIENT SERVICE AGREEMENT between Insight Workplace Health Ltd (“IWH”) and the Client (“Client”) (detailed above), takes effect on the start date of agreement (detailed above).

1 Information About Us

1.1 Insight Health Screening Limited (“IWH”) is a company registered in England and Wales under registered number 06992046 and whose registered office is at Suite 24 Llancoed House, Coed D’Arcy, Llandarcy, Neath, SA10 6FG trading as Insight Workplace Health

2 Interpretation

2.1 In these conditions of supply the following words will (unless the context otherwise requires) have the following meanings:

 

“Client” the individual company, academic institution, hospital, NHS Trust, firm, body or any representative thereof or any other person who submits an Order to IWH to purchase the Services.

“Conditions” the conditions set out below and overleaf.

 

“Contract” the contract between IWH and the Client for the supply of the Services comprising these Conditions and any documents referred to in them.

“Materials” those specimens and other items which may include, without limitation, the patient request cards, wet specimens, pre-prepared slides and tissue embedded paraffin wax blocks, supplied by the Client to IWH in respect of the performance of the Services.

“Order” the Clients request for Services.

“Party” the Client or IWH; “Parties” means the Client and IWH.

“Personal Data” any data compiled and/or processed by IWH pursuant to this Contract which identifies a living individual.

“Proposal” the written proposal (if any) prepared by IWH on the basis of its understanding of the Clients request for Services, outlining the Services to be provided by IWH including a quotation in respect of the fees for the Services, submitted by IWH to the Client prior to the Services being undertaken.

“Published List Price” IWH standard list prices in respect of the Services which can be obtained by request from IWH.

“Report” the diagnostic report following review by IWH pursuant to the requested Services.

“Service Fee” the monthly direct debit fee

“Services” the lifestyle screening assessments: -

1             health screening.

2             vaccines.

3             health care related training courses.

4             occupational health services.

5             any other service offered by us from time to time to be provided by IWH under the Contract identified more fully within the Order and such other services which IWH provides, or agrees to provide, to Client.

“Writing” includes email and facsimile transmission.

“Working Day” Monday to Friday except Bank Holidays and other public holidays (but the definition of “Working Day” does not preclude the carrying out of the Services on weekends, evenings, nights and Bank Holidays unless stipulated.

2.2 Any reference in these Conditions to “writing” or cognate expressions includes a reference to facsimile transmission, email or comparable means of communication.

2.3 The headings are for reference only and will not affect the interpretation of these Conditions.

2.4 IWH reserves the right at any time without liability to correct any clerical, typographical or other similar errors or omissions made by it.

2.5 References to statutes or statutory instruments shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

In consideration of the promises set forth in this Agreement, the parties agree as follows:

3 Application Of Terms

3.1 Subject to clause 3.3, the Contract shall be on these Conditions and they will govern the provision of the Services to the exclusion of all other terms and conditions (including any terms or conditions which Client purports to apply under any purchase order, confirmation order, specification or other document).

3.2 No terms, conditions or warranties endorsed upon, delivered with or referred to or stipulated or contained in any purchase order or other similar document delivered or sent by the Client to IWH will form part of the Contract.

3.3 No variation to, waiver of or addition to these Conditions or any representation about the Services will have any effect unless it is expressly agreed in writing and contains a specific reference to these Conditions. Client acknowledges that it has not relied on any statement, promise or representation made or given by, or on behalf of, IWH which is not set out in the Contract. Nothing in this clause shall limit or exclude IWH’s liability for fraudulent misrepresentation.

3.4 Should there be a conflict between any of the provisions of these Conditions and the provisions of a Proposal (if any), the provisions of these Conditions will prevail.

3.5 IWH shall provide the Services when such Services are Ordered by the Client from time to time (in accordance with 4 herein) upon the terms and conditions in this Contract and in consideration of the fees payable by the Client.

3.6 The Client shall have obtained any necessary consents and permissions required for this Contract to be valid and binding upon the Client and the person placing any Order with IWH shall have ostensible authority to bind the Client in accordance with the terms of this Contract (including, without limitation, those obligations concerned with payment).

3.7 IWH shall supply and deliver the Services in accordance with the description of the services included hereto as Schedule 1 and the Proposal (if any).

3.8 The Client acknowledges and accepts IWH’s Requirements which are fully detailed within Schedule 1 hereto.

4. IWH Services and the Clients Obligations

IWH will be the exclusive provider of the following services (or any services substantially similar thereto) to the Client under this Agreement.

 

4.1 The Client:

a) shall comply with all applicable laws and regulations in respect of its possession of and/or use of Materials and Reports;

b) has obtained all necessary ethical permissions and consents in connection with:

                              b.1 Its submission of the Orders to IWH; and

                              b.2 IWH’s use of Materials

4.2 In the event that the Client requests IWH to repeat Services for any reason, Client will be required to meet any additional costs associated with such repeat work.

4.3 Any health surveillance or medical recall events are the Client’s responsibility to monitor and organise. IWH as part of its service may send reminders for these recalls which in no way implies any responsibility to do so.

4.4 If IWH identify any condition with an employee which maybe RIDDOR reportable it is the Client’s responsibility to carry this out as per HSE advice. https://www.hse.gov.uk/riddor/who-should-report.htm .

4.5 If an employee fails to attend an appointment or cancels within 48 hours of the appointment the rearranged replacement appointment will be charged at full cost.

4.6 Referrals.

All consultations arranged upon receipt of a referral shall be carried out either by telephone, video call or at the premises of IWH i.e Llandarcy, Newport or Ruthin. No self referrals will be accepted. All referrals must be submitted through the portal provided by IWH and all reports will be returned via the portal.

4.7 Health Surveillance, Baseline Medicals (inc Drug and Alcohol) and Safety Critical Medicals

4.8 Questionnaires

Questionnaires in the portal will include DSE, Skin and HAVS On employment, Night Worker, Lone worker,and On Employment

IWH will process out all health questionnaires and provide a fitness certificate submitted through the portal provided by IWH. The terms for referrals resulting from questionnaires are outlined in clause 4.6 of these terms.

4.9 OH Telephone Advice

IWH will provide adhoc telephone advice to the Client regarding Occupational health issues. This advice will be provided on an adhoc basis by telephone as and when required by the Client. The advice shall be given by the appropriate IWH representative whose appointment as representative is at the sole discretion of IWH

4.10 Day1 Intervention

3 (three) attempts to contact the employee in the first 24 hours will be made, we will then inform the client if we are unable to contact the employee and no further attempts will be made. Attempts will be made between the hours of 9:00am to 5:00pm Monday – Friday. We will only accept 1 intervention referral per period of absence. We reserve the right to refuse to make a call if we deem a first day call clinically inappropriate.

4.12 Portal Access

IWH will provide 5 logins to the portal for each organisation, additional logins are available at an additional cost.

4.13 Discovery Matrix

The client is liable for the content and accuracy of all information contained within the matrix and IWH has no liability for any information contained within the completed matrix

4.14 10% Discount from additional services.

As a contracted client IWH offers a 10% discount from IWH standard pricing tariff on all other services that it provides excluding vaccinations and Biological monitoring/Lab fees. Other services include;

  • Ill health retirement

  • Health Surveillance and Medicals

  • Facefit testing

  • Drug and Alcohol testing

  • Case Conference

  • Online training

  • Other training

  • Management Referrals

  • Specialist Mental Health support

  • Neurodiversity assessment and support

  • DSE Face to Face

  • Ergonomic equipment

5. Service Fee.

5.1 Client will pay IWH the Service Fee set forth on the cover page by direct debit each month/year.

5.2 All fees are exclusive of VAT, which sum shall be added to the invoice and shall be payable by the Client.

5.3 No payment will be deemed to have been received until IWH has received the payment in full in cleared funds.

5.4 All payments payable to IWH under the Contract will become due immediately on termination of this Contract despite any other provision of these Conditions.

5.5 The Client will make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by IWH to the Client.

5.6 If the Client fails to pay IWH any sum due pursuant to the Contract then, without prejudice to IWH’s other rights and remedies, Client shall pay interest at 3% to IWH on such sum from the due date for the payment at the statutory rate from time to time in force accruing on a daily

basis until payment is made in full (whether before or after any judgement).

6 Price And Payment for additional services

6.1 Unless expressly agreed otherwise in writing by IWH, the Services are supplied by reference to the prices identified in the quotation or Proposal prepared and submitted by IWH to the Client in respect of the Services.

6.2 IWH may invoice the Client for the Services at any time.

6.3 The Client shall pay the fees for the Services immediately on receipt of the invoice from IWH.

6.4 All fees are exclusive of VAT, which sum shall be added to the invoice and shall be payable by the Client.

6.5 No payment will be deemed to have been received until IWH has received the payment in full in cleared funds.

6.6 In the event of change of the booked date for a request for Services IWH will do all it can to accommodate such a request. In the event of cancellation then if cancellation is made in writing more than 5 working days before the arranged date no repayment is due. In the event of a change of booking which cannot be accommodated cancellation within 5working days of the arranged date then full fee shall be due from the Client.

6.7 Time for payment will be of the essence of the Contract and the Client will indemnify IWH against all expenses and

6.8 All payments payable to IWH under the Contract will become due immediately on termination of this Contract despite any other provision of these Conditions.

6.9 The Client will make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by IWH to the Client.

6.10 If the Client fails to pay IWH any sum due pursuant to the Contract then, without prejudice to IWH’s other rights and remedies, Client shall pay interest at 3% to IWH on such sum from the due date for the payment at the statutory rate from time to time in force accruing on a daily basis until payment is made in full (whether before or after any judgement).

 

7. Payment Terms of Service Fee.

Client shall pay the Service Fee and all other amounts due within 5-days of the agreed direct debit date. In relation to any payments not received by IWH on the due date, IWH shall be entitled to:

 (a) claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and the Client shall pay the interest immediately on demand as laid out in 5.6; and/or

(b) suspend all services until payment has been made in full. All payments must be in immediately available local currency. The amount of any and all applicable taxes (including, but not limited to, VAT) shall be added to the Service Fee and price and paid by Client unless Client has provided IWH with proper exemption certificates acceptable to the taxing authorities.

8. Adjustment of Fees.

The Service Fee cannot decrease for the first year of the Initial Term. At any point following the Initial Term, IWH, in its sole discretion, reserves the right to increase or decrease the amount of each Service Fee from time to time to reflect an increasing or decreasing headcount of the Client. Any such adjustments will be communicated to the client prior to taking effect.

9. Term of Agreement.

7.1 Unless otherwise stated this Agreement will commence on the date detailed above (the “Start Date”) and remain in force for a term of Twelve months (the “Initial Term”), and will automatically renew for periods of one month (each a “Renewal Term”) the client must provide in writing intention not to renew, at least 90 days prior to the expiration the Initial Term. At the end of the Initial Term or each Renewal Term, 90 days notice of termination in writing must be provided if the client intends to terminate.

9. Default and Termination.

9.1 Either party (the “Complaining Party”) may terminate this Agreement or suspend performance by giving written notice to the other party (the “Defaulting Party”) if:

(a) there are sums owing to the Complaining Party under this Agreement which have not been paid by the Defaulting Party by the due date therefore; or

(b) the Defaulting Party commits any other material breach of any of the provisions of this Agreement and either the breach is not capable of remedy or if the breach is capable of remedy, the Defaulting Party fails to remedy it within 30 days after written notice from the Complaining Party setting out the breach and requiring it to be remedied.

9.2 The Client will: within 10 days of either receiving notice of termination from IWH pay IWH in full any and all outstanding account balances for Services performed by IWH prior to termination of the Agreement (including all outstanding unpaid invoices and interest), plus the fees as detailed in section 5 and 6 which would have been payable (but for termination) for that portion of the Initial Term or any Renewal Term remaining at termination. Such fees shall be payable by way of liquidated damages and the parties agree that such fees are a genuine pre-estimate of the losses suffered by IWH as a result of such termination.

9.3 IWH may terminate this Agreement on written notice to the Client if Client goes into sequestration, or (being a partnership) is wound up by the court or becomes bankrupt or goes into partnership administration or sequestration, or (being a body corporate) is wound up by the court or is voluntarily wound up by reason of its inability to pay its debts or an administrator or receiver is appointed of any part or all of its income or assets or it enters into any informal or voluntary arrangement (whether or not in accordance with the Insolvency Act 1986) with or for the benefit of the general body of creditors of the partnership or the body corporate or it suffers the equivalent of any similar or analogous event to the foregoing in any jurisdiction.

9.4 On termination of this Agreement for any reason:

(a) the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination; and

(b) Sections which expressly or by implication have effect after termination shall continue in full force and effect, including, but not limited to, 7 (Payment Terms), 9 (Default and Termination), 12 (Set Off), 14 (Limitation of Liability), 16 (Indemnification), 17 Client Information and Confidentiality), 19 (General).

9.5 If the Client wishes to transfer medical records to another health professional or organisation on termination or expiry of this Agreement, the Client shall notify IWH within 15 (fifteen) working days of the termination or expiry of this Agreement. In the absence of any other specific agreement in this regard within this Agreement, IWH shall then be entitled to charge the Client a fee for transferring such records of £5.00 (five pounds) per paper record, plus costs of transportation of such records, exclusive of VAT. IWH will transfer any medical records already in an electronic / digital format to the authorised transferee for a fee of £250.00 (Two Hundred and Fifty pounds).

10 Early Termination.

10.1 The Client may terminate this Agreement without cause, prior to the completion of the Initial Term or any Renewal Term upon 90-days written notice to IWH. In such an event IWH shall have the right to charge the Client the Service Fees due for the remaining term of the Agreement. Such Service Fees for early termination shall be calculated based on the average Service Fee charged to Client for all prior months of the Agreement multiplied by the months remaining in the Initial Term or Renewal Term (as applicable).

11. Excused Performance.

11.1 In the event IWH is prevented, hindered or delayed from the performance of any act required hereunder by reason of:

(a) any circumstances beyond its reasonable control including without limitation war, terrorism, civil war, civil commotion or riots, strike, lock-out, acts of God (including but not limited to fire, flood, earthquake, windstorm or other natural disaster or adverse weather conditions), legal process, fire, explosion or accidental damage, failure of power or any utility service, or any other similar reason not directly the fault of IWH or within IWHs reasonable control, IWH will not be held in breach and the performance of such act shall be excused for the period of delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay; and/or

(b) any act or omission of the Client, its agents, subcontractors, consultants or employees, IWH shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

12. Set Off.

12.1 Client will not set off invoiced amounts or any portion thereof against sums that are due or may become due from IWH to Client, its parent, affiliates, subsidiaries or other divisions or units.

13 Warranties

13.1 IWH warrants (subject to the provision of this clause 13) that the Services will be performed:

a) safely and with reasonable care and skill;

b) using properly qualified and experienced persons; and

c) in accordance with English law.

13.2 If any of the Services do not conform with the warranties set out in clause 13.1 IWH will at its option and cost re-perform such Services or refund the price of such Services at the pro rata contract rate.

13.3 Save for the warranty given by IWH at clause 13.1, all warranties, conditions and other terms (whether implied by statue or otherwise) are, to the fullest extent permitted by law, excluded from this Contract.

14. Limitation of Liability.

14.1 Nothing in these Conditions excludes or limits the liability of IWH for fraudulent misrepresentation or for any death or personal injury caused by IWH’ negligence.

14.2 Subject to clause 13 and clause 14.1 IWH will not be liable to the Client in contract, tort (including, without limitation, negligence), misrepresentation or otherwise for any:

a) economic loss of any kind (including, without limitation, loss of use, profit, anticipated profit, business, contracts, overhead recovery, revenue or anticipated savings);

b) any damage to the Client’s reputation or goodwill; or

c) any other special, indirect or consequential loss or damage

(even if IWH has been advised of such loss or damage) arising out of or in connection with the Contract.

14.3 Subject to the provisions of clause 13 and clause 14.1, and 14.2 IWH’ total liability in contract, tort (inducing, without limitation, negligence), misrepresentation or otherwise arising out of or in connection with this Contract (a “Default”) will be limited to the price paid or payable in respect of the Services (or the relevant part of the Services) to which the Default relates.

14.4 The provisions of this clause 14 shall survive the termination or expiry (for whatever reason) of this Contract.

15 Materials

15.1 IWH will not be liable for any breach by Client of any applicable laws and regulations including, without limitation, Client’s failure to obtain any necessary permissions and approvals.

15.2 IWH will not be liable for any loss or damage to the Materials unless such loss or damage arises as a direct result of IWH negligence. Where IWH is liable under this clause 15.2 IWH’ liability to the Client will be limited to the lesser of: the sums noted in the limitation of liability set out at clause 14.3; or the actual value of the Materials.

15.3 The Client will keep IWH indemnified in full against all liability, loss, damage, injury, claim, action, demand, expense or proceeding awarded against or incurred by IWH as a result of or in connection with the use of the Materials by IWH in respect of the Services.

 

16. Indemnification.

16.1 Client shall indemnify IWH for all losses, costs, damages and expenses suffered or incurred by IWH as a result of Client’s actual or threatened breach of this Agreement. In addition to all other legal and equitable remedies, in the event it becomes necessary for IWH to enforce the terms of this Agreement, including but not limited to any action to collect sums due hereunder, IWH shall be entitled to an award of its reasonable legal fees, litigation expenses and costs of collection.

17 Confidentiality and Data Protection

17.1 IWH and Client shall keep strictly confidential all information concerning the business and affairs of the other together with any information disclosed under the Contract (including, without limitation, patient Materials and information) obtained from the other either pursuant to the Contract or prior to and in contemplation of it, and shall use the same exclusively for the purposes of the Contract and shall disclose the same only to those of its directors, consultants and employees to whom and to the extent that such disclosure is reasonably necessary for the purposes of the Contract.

17.2 In carrying out the Services IWH shall at all times:

a) process patient information in accordance with the provisions of this Contract solely for the purposes of the Services as specified in the applicable order;

b) process the patient information as the Client’s ‘data processor’ (as ‘data processor’ is defined in the GDPR 2018 (the “GDPR”) and only process the patient information for the purposes set out in this Contract.

17.3 Subject to the Client supplying patient information which is compliant in all respects with the GDPR (including, without limitation, the six Principles contained in article 5 of the GDPR), ensure that all patient information is kept in accordance with the reasonable instructions of the Client.

17.4 The Client will keep IWH indemnified in full against all liability, loss, damage, claim, action, demand, expense or proceeding in respect of any breach by the Client of the provisions of clause 17.3.

17.5       IWH shall only disclose Reports to any third party (other than the Client) with the written consent of the Client and the individual in respect of whom the Report is prepared.

17.6       The obligations of confidentiality shall not apply to information which:

i              IWH can demonstrate was already in its possession and at its free disposal prior to receipt.

ii             Is subsequently disclosed to IWH without any obligation of confidence by a third party who has not derived it directly or indirectly from the Client; or

iii            Enters the public domain through no act or default of IWH, its agents or employees.

17.7       Subject always to Client’s obligations to comply with the GDPR, IWH shall assist the Client in any subject access requests, which may be received from data subjects.

17.8       On behalf of each Authorised User, Client agrees and consents on a continuing basis to the computing and other processing and use of all personal and medical details received by IWH from time to time. This includes processing by the Data Controllers, the Data Processors and relevant third parties (which may include Client, medical and other service providers and relevant intermediaries) for the purposes of administration, service provision and fraud prevention. Client agrees to provide or procure the provision of such confirmations of consent (if any) as IWH may require from time to time. For the avoidance of doubt the Client is the Data Controller and IWH is the Data Processor.

17.9       Both Parties agree that they shall at all times during the term of this Agreement respect the medical confidentiality of Authorised Users and comply with all relevant provisions of the GDPR (as amended or replaced by subsequent legislation) and any statutory rules or instruments enacted or made pursuant to it.

18 Intellectual Property Rights (“Iprs”) 

18.1       The Client will keep IWH indemnified in full against all liability, loss, damage, claim, action, demand, expense or proceeding in respect of any infringement or alleged infringement of any IPRs resulting from any use by IWH of the Materials or any compliance by IWH with the Client’s instructions, whether express or implied.

19 General

19.1 The Client will not without the prior written consent of IWH assign or transfer the Contract or any part of it to any other person.

19.2 IWH may without the prior written consent of the Client assign or transfer the Contract or any part of it to any other person.

19.3 Each right or remedy of IWH under these Conditions is without prejudice to any other right or remedy which IWH may have under these Conditions or otherwise.

19.4 Any notice or other document to be served under the Contract must be in writing and may be delivered or sent by prepaid first-class post or facsimile transmission or e mail. Any notice or document shall be deemed served, if delivered at the time of delivery, if posted, 48 hours after posting and if sent by facsimile transmission or e mail, at the time of transmission.

19.5 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, unenforceable or unreasonable it will, to the extent of such illegality, invalidity, voidness, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract shall continue in full force and effect to the fullest extent permitted by law.

19.6 Failure or delay by us in exercising any right or remedy provided by the Contract or by law will not be construed as a waiver of such right or remedy or a waiver of any other right or remedy.

19.7 A person who is not a party to the Contract will have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

19.8 These Conditions and any document expressly referred to in them represent the entire agreement between the Client and IWH in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between the Client and IWH, whether oral or in writing.

19.9 Client and IWH acknowledge that, in entering into the Contract, neither has relied upon any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between Client and IWH prior to such Contract except as expressly stated in these Conditions.

19.10 Neither Client nor IWH shall have any remedy in respect of any untrue statement made by the other whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these Conditions.

19.11 IWH has the right to revise and amend these Conditions from time to time. Client will be subject to the Conditions in force at the time that it orders Services from IWH, unless any change to these Conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by Client), or if IWH notifies the Client of the change to these Conditions before Client makes an Order.

19.12 The Contract and any dispute or claim arising out of or in connection with it or its subject matter of formation (inducing non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with the Contract or its formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the English courts.


Sharing Personal Data

  1. DEFINITIONS AND INTERPRETATION

    1. In this Schedule the following words and expressions shall have the following meanings:

Agreed Purposes

means the provision of the Services;

Data Protection Legislation

means, as applicable:

(a) the GDPR;

(b) the Data Protection Act 2018;

(c) the Directive 2002/58/EC (ePrivacy Directive) and/or the Privacy and Electronic Communications (EC Directive) Regulations 2003;

(d) any other law relating to the processing, privacy and/or use of Personal Data;

(e) any laws which implement any such laws; and

(f) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

Data Security Breach

has the meaning given in the GDPR;

Data Subject

has the meaning given in applicable Data Protection Legislation from time to time;

Data Subject Request

means a request made by a Data Subject to exercise any right(s) of Data Subjects under Data Protection Legislation in relation to any of the Shared Personal Data or concerning the processing of such data;

GDPR

means the General Data Protection Regulation, Regulation (EU) 2016/679;

Personal Data

has the meaning given in applicable Data Protection Legislation from time to time;

Personal Data Breach

has the meaning given in the GDPR;

processing

has the meaning given in applicable Data Protection Legislation from time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly); and

Shared Personal Data

the Personal Data to be shared between the parties under paragraph 3 of this Schedule;

Supervising Authority

means any regulator, authority or body responsible for administering Data Protection Legislation.

  1. In the case of any ambiguity between any provision contained in the body of this agreement and any provision contained in this Schedule, the provision in the body of this Schedule shall take precedence.

  1. Purpose

    1. This Schedule sets out the framework for the sharing of Personal Data between the parties as Controllers. It defines the principles and procedures that the parties shall adhere to and the responsibilities the parties owe to each other.

    2. The parties agree to only process Shared Personal Data in connection with the exercise and performance of this Agreement and in accordance with Data Protection Legislation.

    3. The parties shall not process Shared Personal Data in a way that is incompatible with the Agreed Purposes.

  2. Shared Personal Data

    1. The following types of Personal Data will be shared between the parties during the Term of this agreement:

      1. name;

      2. address;

      3. marital status;

      4. contact details;

      5. sexual orientation;

      6. genetic data; and

      7. physical or mental health conditions.

    2. The Shared Personal Data must:

      1. not be irrelevant or excessive with regard to the Agreed Purposes; and

      2. be limited to the Personal Data described in paragraphs 3.1 of this Agreement.

  3. Fair and lawful processing

    1. Each party shall ensure that it processes the Shared Personal Data fairly and lawfully in accordance with Data Protection Legislation.

    2. Each party shall ensure that it processes Shared Personal Data on the basis that processing is necessary for the performance of a contract to which the Data Subject is a party or in order to take steps at the request of the Data Subject prior to entering into a contract.

    3. In addition to its obligation under paragraph 4.2, each party shall ensure that it processes Shared Personal Data classified as Special Categories of Personal Data under Article 9 of the GDPR on the basis that processing is necessary for the purposes of preventive or occupational medicine, for the assessment of the working capacity of the employee.

    4. Each party shall, in respect of Shared Personal Data, ensure that its privacy notice is clear and provides sufficient information to the Data Subjects for them to understand what Personal Data is being shared under this Agreement, the circumstances in which it will be shared, the purposes for the data sharing, the identity of the party receiving the Shared Personal Data and a description of the organisation that will receive the Shared Personal Data.

  4. Data Subjects' rights

    1. Each party is responsible for maintaining a record of Data Subject Requests for information, the decisions made and any information that was exchanged. Records must include copies of the request for information, details of the data accessed and shared and where relevant, notes of any meeting, correspondence or phone calls relating to the request.

    2. The parties agree to provide reasonable assistance to each other to enable them to comply with Data Subject Requests and to respond to any other queries or complaints from Data Subjects.

  5. Data retention and deletion

    1. Neither party shall retain or process Shared Personal Data for longer than is necessary to carry out the Agreed Purposes.

    2. Notwithstanding this paragraph 6, the parties shall continue to retain Shared Personal Data in accordance with any statutory or professional retention periods applicable in their respective industries.

    3. Subject to clause 6.2 above, each party shall ensure that any Shared Personal Data is returned to the other party or destroyed (at the other party’s discretion) in the following circumstances:

      1. on termination of the Agreement;

      2. on expiry of the Term of the Agreement; or

      3. once processing of the Shared Personal Data is no longer necessary for the Agreed Purpose.

  6. Transfers

    1. Neither party shall transfer Shared Personal Data outside the European Economic Area (EEA).

    2. For the purposes of paragraph 7.1, transfer of Personal Data shall mean any sharing of Shared Personal Data by the parties with a third party, and shall including, but not limited to the following:

      1. storing Shared Personal Data on servers outside the EEA;

      2. subcontracting the processing of Shared Personal Data to processors located outside the EEA; and

      3. granting third parties located outside the EEA access rights to the Shared Personal Data.

  7. Security and Training

    1. Each party shall only provide the Shared Personal Data to the other party by using secure methods as agreed from time to time.

    2. Having regard to the state of technological development and the cost of implementing such measures, the parties shall ensure that they each have in place appropriate technical and organisational security measures to:

      1. prevent:

        1. unauthorised or unlawful processing of the Shared Personal Data; and

        2. the accidental loss or destruction of, or damage to, the Shared Personal Data;

      2. ensure a level of security appropriate to:

        1. the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and

        2. the nature of the Shared Personal Data to be protected.

    3. It is the responsibility of each party to ensure that its staff members are appropriately trained to handle and process the Shared Personal Data in accordance with the technical and organisational security measures set out in paragraph 8.2 above and the Data Protection Legislation.

    4. The level, content and regularity of training referred to in paragraph 8.2 shall be proportionate to the staff members' role, responsibility and frequency with respect to their handling and processing of the Shared Personal Data.

  8.         Data Security Breaches and Reporting Procedures

    1. Having considered the applicable Data Protection Legislation and guidance, the parties shall ensure that they each have in place their own guidance that must be followed in the event of a Personal Data Breach.

    2. The parties shall notify any Personal Data Breach of the Shared Personal Data to each SPoC within forty-eight (48) hours of identifying the Personal Data Breach of the Shared Personal Data to enable the parties to consider what action is required in order to resolve the issue in accordance with Data Protection Legislation and guidance.

    3. Paragraph 9.1 also applies to any breaches of security which may compromise the security of the Shared Personal Data.

    4. The parties agree to provide reasonable assistance to each other to facilitate the handling of any Data Security Breach in an expeditious and compliant manner.

  9. Resolution of Disputes with Data Subjects or the Supervising Authority

    1. In the event of a dispute or claim brought by a Data Subject or the Supervising Authority concerning the processing of Shared Personal Data against either or both parties, the parties will inform each other about any such disputes or claims within 5 working days, and will cooperate with a view to settling them amicably in a timely fashion.

    2. The parties agree to respond to any generally available non-binding mediation procedure initiated by a Data Subject or by the Supervising Authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means).

  10. Warranties

    1. Each party warrants and undertakes that it will:

      1. process the Shared Personal Data in compliance with all Data Protection Legislation;

      2. respond within a reasonable time and as far as reasonably possible to enquiries from the Supervising Authority in relation to the Shared Personal Data.

      3. respond to Data Subject Requests in accordance with Data Protection Legislation.

      4. where applicable, maintain registration with the Supervising Authority to process all Shared Personal Data for the Agreed Purposes.

      5. take all appropriate steps to ensure compliance with the security measures set out in paragraph 8 above.

    2. Each party warrants and undertakes that it will ensure that the Shared Personal Data is accurate and has been processed lawfully in accordance with the applicable Data Protection Legislation.

    3. Each party warrants and undertakes that it will not disclose or transfer Shared Personal Data outside the European Economic Area (EEA).

  11. Allocation of Cost

Each party shall perform its obligations under this Schedule at its own cost.

  1.         Changes to the Applicable Law

The parties agree that they will negotiate in good faith to review and amend if necessary, this Schedule in light of any changes to the Data Protection Legislation.

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