Terms & Conditions
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Client/you/your” means the individual, firm or corporate body purchasing the Services. Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to enter into this Contract on behalf of that business and the business will be the Client in the context of the Contract;
“Contract” means the contract formed in accordance with clause 2, which shall consist of the Proposal and these terms and conditions, and be subject to the terms within such;
“Attendee” means any individual attending a session booked by you;
“Proposal” means our Proposal, including the price list, to carry out the Services which, unless otherwise stated, remains open for acceptance for a period of 30 days and sets out the entire scope of Services to be provided; and
“Services” means the physical, mental, and occupational health services to be carried out by us as detailed in the Proposal, of which may include, but is not limited to; health screening, counselling, HSE legislative screening, vaccination programmes, mask face fitting testing, drug and alcohol testing, and health care related training courses;
“Materials” means any items that may be supplied to the Client for the provision of the Services, which may include, but is not limited to, patient request cards, wet specimens, pre-prepared slides, and tissue embedded paraffin wax blocks;
“Order” means the individual order for Services including but not limited to a referral or booking under this Agreement.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing” and “written” includes emails;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
1.2.4 a clause is a reference to a clause of these Terms and Conditions;
1.2.5 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
1.3 The headings used in these Terms and Conditions are for convenience only and will have no effect on their interpretation.
1.4 Words imparting the singular number include the plural and vice versa. References to persons include corporations.
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2. The Contract and the Term
2.1 We will send you a written Proposal detailing the Services to be provided on an individual Order basis and our fees. The Contract is formed upon receipt by us of submission of a referral via email or our portal, detailing your written consent to receive the services. We will then send you a proposal, which shall detail the entire scope of works, the placement of an order, our price list.
2.2 No terms or conditions stipulated or referred to by you in any form whatsoever will in any way vary or add to these Terms and Conditions unless we agree otherwise in writing.
2.3 You are responsible for the accuracy of any information submitted to us and for ensuring that our Proposal and the Services to be provided reflect your requirements. Our Proposal is based on the information provided to us at the time we prepare it. If any errors or discrepancies become evident, we reserve the right to make adjustments to it.
2.4 We will use all reasonable endeavours to complete our obligations under the Contract in a timely manner, but time will not be of the essence in the performance of our Services.
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3. The Services
3.1 The commencement date for the provision of the physical, mental and occupational health Services (as agreed or detailed in the proposal) shall be the start of an initial 12-month term on an exclusive basis. Once the 12-month term has completed, it shall renew on a 12-month rolling basis unless it is terminated in accordance with Clause 8.
3.2 All Services provided on this Contract will be invoiced upon completion of the Order throughout the Term of the Contract.
3.3 Unless specifically stated to the contrary in our Proposal, it is your responsibility to provide the venue and facilities required for us to carry out any Services. It is also your responsibility to arrange suitable access to the premises.
3.4 If Attendee(s) are late to a service, we reserve the right to cancel or shorten as appropriate. If Attendee(s) fail to attend the service for any reason, no refund or reduction in fees will be given.
3.5 You are responsible for the conduct of your Attendee(s) at all times. Should the behaviour of an Attendee prove disruptive at any stage during the provision of the Services, at our sole discretion, we will be entitled to request the immediate removal of said Attendee from that and any future service.
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4. Variations and Amendments
4.1 If you wish to vary the Services to be provided in the Order, you must notify us in writing as soon as possible. We will use all reasonable efforts to make any required changes and will make you aware of any additional costs incurred as a result.
4.2 If we have to make any change in the arrangements relating to the provision of the Services or a particular Order, we will notify you immediately. We will endeavour to keep such changes to a minimum and will seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.
4.3 Any agreed variation or amendment will be carried out in accordance with these Terms and Conditions and any price increase necessitated as a result of an agreed variation or amendment will be payable in accordance with the terms for payment below.
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5. Client’s Obligations: You agree, where applicable, to:
5.1 provide us with such information and assistance in connection with the Services as we may reasonably require, within sufficient time to enable us to perform the Services in accordance with the Contract;
5.2 provide any purchase order promptly where necessary with Order;
5.3 ensure that you inform any Attendee of the order, as we cannot proceed if they were unaware of and/or do not give their consent to the Services;
5.4 act in accordance with any and all reasonable instructions issued by us in relation to the Services;
5.5 provide notice if unable to attend any Order, otherwise the Order will be treated as cancelled in accordance with 7.1;
5.6 inform us of any change in your address or contact details;
5.7 complete all tasks, in the order they were designed and on time;
5.8 monitor and organize any health surveillance systems supplied by us;
5.9 If you fail to comply with the above obligations, we reserve the right to terminate the Contract and/or charge for costs incurred by us as a result of your failure, at our discretion.
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6. Fees and Payment
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6.1 Unless expressly agreed otherwise, all fees quoted in the invoices supplied by us to you will be in line with the prices identified in the Proposal and/or the Order.
6.2 All payments must be made in full, in pounds sterling, on receipt of invoice, unless otherwise agreed, without set-off, withholding or deduction.
6.3 All sums quoted include VAT where applicable.
6.4 We shall charge for reasonable travelling time and travel expenses, any incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.
6.5 You also agree to pay for any additional services provided by us at your request that are not specified in the Order. These additional services will be charged in accordance with our current rate in effect at the time of performance, or such other rate as may be agreed.
6.6 The time for payment is of the essence of the Contract. If you fail to make any payment to us by the due date then, without prejudice to any right which we may have in accordance with any statutory provision or law in force, we will have the right to suspend the Services and charge you interest on a daily basis at the rate of 8% per annum above The Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest will accrue after as well as before any judgment.
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7. Rescheduling and Cancellation
7.1 If you wish to cancel an Order any of the Services provided by us, we will be entitled to charge for 100% of our fees if the cancellation is made within 5 working days of the booking date.
7.2 Where you have requested to reschedule the Order, we cannot guarantee any such request, but will instead try to accommodate it where possible. If we cannot do this, we reserve the right to treat the Order as cancelled and charge you accordingly.
7.3 If you cancel or reschedule, we will also charge for any costs incurred by us, such as expenses.
7.4 If, due to unforeseen circumstances, we have to reschedule or cancel a booking, we will contact you as soon as possible to minimise disruption and will endeavour to book another session for you as soon as reasonably possible.
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8. Termination
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8.1 We shall be entitled to terminate this Agreement in the event that:
8.1.1 The Client has failed to pay the fees for a period exceeding 30 days and fails or refuses to do so following the expiry of a written notice from us requesting such payment within 7 days;
8.1.2 We give the Client 30 days’ written notice before the end of the term whereby there will be no continuing liability by either Party;
8.1.3 The Client demands services which do not form part of the Services and which are not covered by this Agreement.
8.2 The Client shall be entitled to terminate this Agreement:
8.2.1 In the event that we fail, due to no fault of the Client, to render the Services to the Client in accordance with the terms of this Agreement.
8.2.2 by giving us 90 days written notice of termination. In this event, any sums payable for the remainder of the term of this Agreement must be paid to us at the same time as notice to terminate is given. This will be calculated by using an average of the fees paid to us so far during the Term.
8.3 Either Party has the right to terminate the Services immediately if the other Party:
8.3.1 has committed a material breach of this Contract, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or
8.3.2 goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
8.4 In the event of termination, all payments required will become immediately due and payable including any projected loss by us under clause 8.2.2. Medical records held by us will need to be transferred for a fee and subject to data protection provisions. If you do not transfer the records, then we reserve the right to charge a Storage Fee to you.
8.5 Any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract will survive termination under this clause 8 on a pro-rata basis.
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9. Confidentiality: Each Party undertakes that throughout the duration of the Contract, the Parties may disclose certain confidential information to each other. Both parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under this Contract. Each Party will maintain the confidentiality of information and will not disseminate it to any third party, unless so authorised by the other Party in writing.
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10. Assignment and Sub-Contracting
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10.1 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract, without your prior consent.
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11. Liability and Indemnity
11.1 Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
11.2 Except as provided in clause 11.1 above, we will not be liable for any indirect, special or consequential loss, damage, costs, expenses or other claims in connection with the performance of our obligations under the Contract. All warranties or conditions whether express or implied by law are expressly excluded, to the maximum extent permitted by law.
11.3 In the event of a breach by us of our express obligations under the Contract, your remedies will be limited to damages, which in any event, will not exceed the total fees paid by you under the Contract in the last 12 months.
11.4 We will provide, to the best of our knowledge, advice, guidance and best practice based on the information provided by you. However, we cannot accept responsibility for any actions taken as a result of our advice or recommendations. Further, we cannot be held liable for any consequences should our professional advice not be taken.
11.5 You shall be responsible for reporting all health and safety related incidents in the workplace at all times in accordance with RIDDOR and all other applicable health and safety regulations, and we cannot be held liable for any consequences incurred by your failure to do so.
11.6 Should the professional advice given by us not be followed, then we cannot accept responsibility if no progress is made by the Attendee.
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12. Restrictive Covenants:
12.1 You agree, for the entirety of the initial 12-month term and any subsequent term, not to employ the Services of any third-party occupational health providers other than us. Any breach of this clause 13 may result in termination by us of the Contract and seeking damages.
13. You will not during the term of the Contract and for a period of 12 months after its termination, employ, engage or appoint an employee, agent, director, sub-contractor or independent contractor of ours.
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14. Force Majeure: Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism or war, governmental action or any other event that is beyond the control of the Party in question.
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15. Data Protection
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15.1 Both parties agree to comply with all applicable data protection legislation including, but not limited to, the Data Protection Act 2018 and any subsequent amendments to it.
15.2 All data is stored securely in accordance with the UK GDPR and the Data Protection Act 2018. All such data stored electronically is password protected and encrypted where highly sensitive.
15.3 If you provide us with the personal data of any other person, you warrant that you have obtained the permission of that other person to pass their data to us. We will only collect, store and process it in order to provide the Services under the Contract and will not use it in any other manner without consent.
15.4 Please refer to our full privacy policy on our website for more information.
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16. Waiver: No failure or delay by either party in exercising their rights under this agreement will be deemed a surrender of their rights under this agreement and no waiver of a breach of this agreement shall be deemed to be a waiver of any further breach of the same or any other clause.
17. Severance: The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, those provisions will be deemed severed from the remainder of these Terms and Conditions (and the Contract, as appropriate). The remainder of these Terms and Conditions will be valid and enforceable.
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18. Notices: Notices will be deemed to have been received and properly served 24 hours after an email is sent. In proving the service of any notice, it will be sufficient to prove that it was sent to the specified email address of the addressee.
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19. Law and Jurisdiction
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19.1 These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
19.2 Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.