- “Business Days” Means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business.
- “Client” The company requesting the services to be undertaken by the service provider
- “Order” Means the offer by the client to the service provider to purchase the goods and/or services specified in the Order
- “Services” means the goods and / or services to be provided by the Service Provider to the Client
- “Service Provider” means the company who shall be responsible for delivery of service to the client
2. Acceptance of Order
2.1 The Order constitutes an offer by the Client to purchase the goods and/or services specified in the Order from the Service Provider on these terms and conditions. Acceptance of the Order constitutes a contract which incorporates these terms and conditions (“Contract”). Failure to accept the Order in writing or otherwise will not prevent the Service Provider’s implied acceptance of these terms and conditions by conduct. No variation, amendment of or addition to the Order by the Service Provider shall form part of any Contract unless specifically accepted by the Client in writing.
3. Service Provider’s Obligations
3.1 The Service Provider shall render the Services to the Client as specified in the order
3.2 The Service Provider shall perform its obligations under these terms and conditions in a reasonable and timely manner.
3.3 The Service Provider shall provide the Client with such information and advice in connection with the Services and the provision thereof as the Client may, from time to time, reasonably require both before and during the provision of the Services.
3.4 The Service Provider shall use reasonable endeavours to keep the Client informed of any special requirements (including, but not limited to, legislative requirements) applicable to the rendering of the Services. To the extent necessary and appropriate, the Service Provider shall promptly take steps to comply with any such requirements. These steps shall not otherwise alter these terms and conditions in any way
4. Client’s Obligations
4.1 The Client shall provide the Service Provider with any information in connection with the Services and the provision thereof as the Service Provider may, from time to time, reasonably require both before and during the provision of the Services.
4.2 The Client shall perform its obligations under these terms and conditions in a reasonable and timely manner.
4.3 The Client shall use reasonable endeavours to keep the Service Provider informed of any special requirements (including, but not limited to, legislative requirements) applicable to the rendering of the Services. To the extent necessary and appropriate, the Service provider shall (as under sub-Clause 3.4) promptly take steps to comply with any such requirements. These steps shall not otherwise alter these terms and conditions in any way
5. Fees and Payment
5.1 The Client shall pay the Fees to the Service Provider for the goods and / or Services provided as specified in the order and in accordance with these terms and conditions.
5.2 All payments required to be made within 30 days of the date of the relevant invoice in GBP in cleared funds to such bank as the other Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.
5.3 Where any payment is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.
5.4 If either Party fails to pay on the due date any amount which is payable to the other party then the amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at a rate of 8% per annum over the Bank of England base rate from time to time. Such interest shall accrue on a daily basis until payment is made in full
5.5 No increase in the price of the goods and / or service may be made (whether on account of increased material, labour or transport costs, fluctuation in rate of exchange or otherwise) once the order has been accepted
5.6 All invoices from the service provider must quote a valid order number
6. Provision of the Services
6.1 The Service Provider shall provide the Services to the Client in accordance with these terms and conditions.
6.2 The Service Provider shall provide the Services as specified in the order
6.3 The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, bylaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
6.4 The Service Provider shall use all due and proper care to ensure that the manner in which it provides the Services does not have any adverse effect on the name, reputation, image or business of the Client.
6.5 In the event that the Service Provider commits any breach of any of the terms and conditions by failing to provide the Services to the required Service Levels or commits any other breach which adversely affects the provision of the same, the following provisions will apply:
- 6.5.1 the Client may give written notice to the Service Provider requiring the Service Provider to rectify the breach;
- 6.5.2 if the Service Provider fails to comply with any such notice given within 7 days:
- 6.5.3 the Client will be entitled to obtain any of the Services affected by the breach from any third party until such time as it is satisfied that the breach has been rectified or, until such time as the Service Provider’s obligations cease; and
6.6 The rights of the Client under sub-Clause 6.5 shall be in addition to, and without prejudice to, any other rights or remedies of the Client.
6.7 Subject to its obligations to the Service Provider under these terms and conditions, and without prejudice to the provisions of sub-Clause 6.5, the Client shall be free at any time (and without obligation to notify, inform or otherwise consult the Service Provider) to arrange for any services (which are similar to the Services or otherwise) to be provided by any third party whatsoever.
7. Data Protection
7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. “Data Protection Legislation” shall mean (i) unless and until the General Data Protection Regulation ((EU 2016/679) (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and/or (ii) any successor legislation to the GDPR or the Data Protection Act 1998 as applicable in the UK from time to time.
7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and the Service Provider is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
7.3 Without prejudice to the generality of clause 7.1, the Client will ensure that is has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Service Provider for the duration and purposes of the Order.
7.4 Without prejudice to the generality of clause 7.1, the Service Provider shall, in relation to any Personal Data processed in connection with the performance by the Service Provider of its obligations under this Order:
- 7.4.1 process that Personal Data only on the written instructions of the Client unless the Service Provider is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Service Provider to process Personal Data (Applicable Laws). Where the Service Provider is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Service Provider shall promptly notify the Client of this before performing the processing required by the Applicable laws unless those Applicable Laws prohibit the Service Provider from so notifying the Client;
- 7.4.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisation measures adopted by it);
- 7.4.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
- 7.4.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions have been fulfilled.:
126.96.36.199 the Client or the Service Provider has provided in appropriate safeguards in relation to the transfer;
188.8.131.52 the data subject has enforceable rights and effective legal remedies;
184.108.40.206 the Service Provider complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
220.127.116.11 the Service Provider complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
- 7.4.5 assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring the compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- 7.4.6 notify the Client without undue delay on becoming aware of a Personal Data breach;
- 7.4.7 at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the Order unless required by Applicable Law to store the Personal Data; and
- 7.4.8 assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring the compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- 7.4.9 The Client does not consent to the Service Provider appointing any third-party processor of Personal Data under this Order.
8.1 Each Party undertakes that, except as provided by sub-Clause 8.2, it shall, at all times:
- 8.1.1 keep confidential all Confidential Information
- 8.1.2 not disclose any Confidential Information to any other party
- 8.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these terms and conditions
- 8.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
- 8.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 8.1.1 to 8.1.4 above.
8.2 Either Party may:
- 8.2.1 disclose any Confidential Information to:
18.104.22.168 any sub-contractor or Service Provider of the service provider
22.214.171.124 any governmental or other authority or regulatory body; or
126.96.36.199 any employee or officer of that party or of any of the aforementioned persons, parties, or bodies
188.8.131.52 To such extent only as is necessary for the provision of the Services as specified in the order, or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential.
9. Intellectual Property Rights
9.1 The client shall retain the ownership of any and all Intellectual Property Rights that may subsist in the products of the Services as provided by the Service Provider.
10. Cancellation by client
10.1 Our Cancellation policy and charges are as follows;
- Mobile Clinic cancellation, less than working 1 motnhs notice – 100% charge
- Site Clinic cancellation, less than 1 months notice – 100% charge
- Appointment cancellation less than 5 working days notice – 100% charge
- Non-Attendance – 100% charge
10.2 The client shall be entitled to cancel the order in whole or in part without charge if:
- 10.2.1 the other Party commits any other breach of any of these terms and conditions
- 10.2.2 the Service Provider shall fall to deliver or supply the goods or services as specified and within the time stipulated.
- 10.2.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
- 10.2.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
- 10.2.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the other Party under this Agreement);
- 10.2.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
- 10.2.7 the other Party ceases, or threatens to cease, to carry on business;
- 10.2.8 control of the other Party is acquired by any person or connected persons not having control of that other Party. For the purposes of this Clause 10, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
10.3 Upon cancellation of the order:
- 10.3.1 any sum owing by either Party to the other Party under any of the provisions of these terms and conditions shall become immediately due and payable;
- 10.3.2 subject as provided in this Clause 10, and except in respect of any accrued rights, neither Party shall be under any further obligation to the other;
- 10.3.3 each Party shall return to the other Party any materials in which the ownership has not been transferred to that other Party which have, for any reason, been provided for the purposes of fulfilling the order
- 10.3.4 each Party shall (except to the extent referred to in Clause 8) forthwith cease to use, either directly or indirectly, any Confidential Information, and shall forthwith return to the other Party any documents in its possession or control which contain or record any Confidential Information.
11. Business Ethics
11.1 Corrupt Gifts and Payments: Neither party shall offer or give or agree to give any person employed by or associated with the other party of shall accept from the other party any gift or undue financial or other advantage of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act whether in relation to these terms and conditions and/or any Contract or otherwise, or for showing or forbearing to show favour or disfavour to any person whether in relation to these terms and conditions and/or any Contract or otherwise. Without prejudice to the generality of the foregoing, each party shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including by not limited to the Bribery Act 2010. Breach of this clause shall be deemed to be a material breach of these terms and conditions and each Contract.
11.2 Compliance with Anti-Slavery and Human Trafficking Laws and Policies
11.2.1 In performing its obligations under each Contract, the Service Provider shall:
- 184.108.40.206 Comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015; and
- 220.127.116.11 have and maintain throughout the term of this agreement its own policies and procedures to ensure its compliance; and
- 18.104.22.168 not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity; practice or conduct were carried out in the UK; and
- 22.214.171.124 include in its contracts with its subcontractors and Service Provider s antislavery and human trafficking provisions that are at least as onerous as those set out in this clause 14.2.
12. Liability and Indemnity
12.1 Neither party shall indemnify and hold harmless the other party, its subcontractors, agents and employees from and against any and all claims, costs and liabilities howsoever arising and of whatsoever nature and whether in contract or in tort, including injury to or death of any person or persons or loss of or damage to any property arising out of or in respect of the performance or failure to perform its obligations under this Agreement if and to the extent that such losses, costs, damages and expenses are caused or contributed to by the negligent acts or omissions of the Service Provider or any persons for which the Service Provider is otherwise legally liable.
12.2 Neither Party shall be liable or responsible to the other party in contract, tort or otherwise (including any liability for negligence) for:
- 12.2.1 any loss of revenue, business, contracts, anticipated savings or profits, or any loss of use of facilities; or
- 12.2.2 any special indirect or consequential loss howsoever arising.
- 12.2.3 For the purposes of sub-Clause 12.3.1 “anticipated savings” means any expense which either Party expects to avoid incurring or to incur in a lesser amount than would otherwise have been the case by reason of the use of the Services provided by the Service Provider.
13. Force Majeure
13.1 No Party shall be liable for any failure or delay in performing their obligations 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, acts of war, governmental action or any other event that is beyond the control of the Party in question.
14. Assignment and Sub-Contracting
14.1 Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations.
14.2 The Service Provider shall be entitled to perform any of their obligations through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, be deemed to be an act or omission of the Service Provider.
15. Relationship of the Parties
15.1 Nothing in these terms and conditions shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties.
16.1 Neither Party shall, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party without the express written consent of that Party.
17. Third Party Rights
17.1 No part of these terms and conditions are intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions
17.2 These terms and conditions shall continue and be binding on the transferee, successors and assigns of either Party as required.