Terms & Conditions

BACKGROUND:

The Customer is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Customer.
The Service Provider is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

Service

In this agreement the ‘Service’ is as agreed in the order form.
Save for the provisions in respect of payment, these terms and conditions shall also apply to the Customer during any trial period.
Invoices for the previous months services will be issued on or around the 1st of Each month. Payment is required via bank transfer or Direct Debit which will be deducted on or around the 10th of each month.

Term of Agreement

The term of this Agreement will begin on the date of this Agreement and will continue indefinitely until terminated as provided in this Agreement.
If either party wishes to terminate this Agreement, that party will be required to provide a notice period of 1 month (unless the customer fails to pay the service provider within one month of the date of an invoice, in which case the service provider is free to cease providing the service)
Except as otherwise provided in this Agreement, the obligations of the Service Provider will terminate upon the earlier of the Service Provider ceasing to be engaged by the Customer or the termination of this Agreement by the Customer or the Service Provider.

Performance

The parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Remuneration
This remuneration will be payable on a monthly basis, while this Agreement is in force.
Any Customer on a package of “Premier Basic” or above is required to pay by direct debit.
The Customer is entitled to deduct from the Service Provider’s remuneration any applicable deductions and remittances as required by law.
Additional Remuneration
The Service Provider understands that the Service Provider’s remuneration as provided in this Agreement will constitute the full and exclusive monetary consideration and remuneration for all services performed by the Service Provider and for the performance of all the Service Provider’s promises and obligations under this Agreement.

Customer provisions

The Customer agrees to provide, for the use of the Service Provider in providing the Services, the information enabling the service provider to carry out his obligations i.e. practice information, patient appointments etc.
Reimbursement of Expenses
The Service Provider will be reimbursed from time to time for all reasonable and necessary expenses incurred by the Service Provider in connection with providing the Services hereunder. The Service Provider will furnish statements and vouchers to the Customer for all such expenses.

Payment Penalties

In the event that the Customer does not comply with the rates, amounts or dates of pay provided in this Agreement, a late payment penalty will be charged as follows: The Customer will pay a surcharge of £20 on the remuneration amount for any late payment ( Late payment is defined as 15 days or more after the date of invoice).

Confidentiality

The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information with respect to the business of the Customer, which the Service Provider has obtained, except as may be necessary or desirable to further the business interests of the Customer. This obligation will survive indefinitely upon termination of this Agreement.

Ownership of Materials

All materials developed, produced, or in the process of being so under this Agreement, will be the property of the Customer. The use of the mentioned materials by the Customer will not be restricted in any manner.
The Service Provider may retain use of the said materials and will not be responsible for damages resulting from their use for work other than services contracted for in this Agreement.

Return of Property

Upon the expiry or termination of this Agreement, the Service Provider will return to the Customer any property, documentation, records, or confidential information which is the property of the Customer.

Assignment

The Service Provider will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer.

Capacity/Independent Contractor

It is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee in providing the Services under this Agreement. The Service Provider and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

Modification of Agreement

Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party.

Notice

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the parties of this Agreement.

Costs and Legal Expenses

In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.

Time of the Essence

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Entire Agreement

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Implied Obligations

It is the intention of both parties that any implied obligations referenced or defined in The Supply of Goods and Services Act 1982 or The Sale of Goods Act 1979 as amended, are expressly excluded for the purposes of this Agreement.

Limitation of Liability

It is understood and agreed that the Service Provider will have no liability to the Customer or any other party for any loss or damage (whether direct, indirect, or consequential) which may arise from the provision of the Services.

Indemnification

The Service Provider will indemnify and hold the Customer harmless from any claims against the Customer by any other party, arising directly or indirectly out of the provision of the Services by the Service Provider.

Enurement

This Agreement will ensure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and permitted assigns.

Currency

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in Sterling pounds

Third Party Rights

Third parties cannot benefit from this Agreement under The Contracts (Rights of Third Parties) Act 1999.

Titles/Headings

Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement.

Gender

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

This Agreement will be construed in accordance with and governed by the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.

Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

The waiver by either party of a breach, default, delay or omission of any of the provisions of this Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.