TERMS AND CONDITIONS FOR SERVICE PROVISION

Healthwork will provide services subject to the following terms and conditions.

ALL AGREEMENTS WILL BE BETWEEN:

(the "Customer")

OF THE FIRST PART

- AND -

(Healthwork Ltd. of 16 St John St, Manchester, M3 4EA

OF THE SECOND PART

BACKGROUND:

  1. The Customer will be of the opinion that Healthwork has the necessary qualifications, experience and abilities to provide services to the Customer.
  2. Healthwork is agreeable to providing such services to the Customer on the terms and conditions set out in this document.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in any agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to any agreement will agree as follows:

Services Provided

  1. The Customer will agree to engage Healthwork to provide the Customer with services (the "Services") consisting of Provision of Occupational Health Staff and Services. The Services will also include any other tasks which the parties may agree on. Healthwork will agree to provide such Services to the Customer.

    Term of Agreement

  2. The term of any agreement will begin on the date of a signed agreement and will remain in full force and effect for 3 years (unless agreed otherwise at the outset of any agreement) from the date of the agreement, subject to earlier termination as provided in any agreement, with the said term being capable of extension by mutual written agreement of the parties. As stated in clause 10, any confidential information with respect to the business of the Customer, which Healthwork has obtained, remain confidential indefinitely upon termination of any agreement.
  3. In the event that either party wishes to terminate any agreement, that party will be required to provide a notice period of 1 month.
  4. Except as otherwise provided in any agreement, the obligations of Healthwork will terminate upon the earlier of Healthwork ceasing to be engaged by the Customer or the termination of any agreement by the Customer or Healthwork.

    Performance and Key performance indicators (KPI’s)

  5. The parties agree to do everything necessary to ensure that the terms of any agreement take effect. The parties may agree to certain key performance indicators and contract reporting processes which will be agreed at the beginning of any contract.

    Remuneration

  6. For the services rendered by Healthwork as required by any agreement, the Customer will pay to Healthwork remuneration as agreed at the start of the agreement.
  7. This remuneration will be payable within 30 days of submission of an invoice, while any agreement is in force.
  8. The Customer is entitled to deduct from Healthwork's remuneration any applicable deductions and remittances as required by law.

    Payment Penalties

  9. In the event that the Customer does not comply with the rates, amounts or dates of pay provided in any agreement, a late payment penalty will be charged as follows: The customer will pay interest on any late payment at the annual interest rate of 5% above the Bank of England Base Rate.

    Cancellation charges

  10. Where clinics or appointments are cancelled by the Customer, no charge will be made if the Customer informs Healthwork of the cancellation with at least 5 days notice. If the Customer provides between 2 and 5 days notice, a 50% charge will be made. If less than 2 days notice is given or if there is non-attendance at an appointment, a full charge will be made.

    Confidentiality

  11. Healthwork 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 Healthwork 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 any agreement. Healthwork will abide by processes and best practice procedures relating to medical confidentiality.

    Referrals and Case Management

  12. An agreed process for referrals from the Customer to Healthwork and ongoing case management procedures will be formulated at the outset of the contract

    Onward Referrals

  13. If during the course of any agreement, Healthwork identifies illness or injuries relating to work activities, the Customer agrees to report relevant illnesses or injuries under the Reporting of Injuries, Diseases and dangerous Occurrences Regulations (RIDDOR). If Healthwork identifies illnesses needing onward referral, Healthwork will make the Customer aware of this and will inform the General Practitioner of the individual that onward referral is indicated.

    Confidentiality

  14. Healthwork 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 Healthwork 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 any agreement. Healthwork will abide by processes and best practice procedures relating to medical confidentiality.

    Ownership of Materials

  15. All materials developed, produced, or in the process of being so under any agreement, will be the property of the Customer. The use of the mentioned materials by the Customer will not be restricted in any manner.
  16. Healthwork 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 any agreement.

    Return of Property

  17. Upon the expiry or termination of any agreement, Healthwork will return to the Customer any property, documentation, records, or confidential information which is the property of the Customer.

    Assignment

  18. Healthwork will not voluntarily or by operation of law assign or otherwise transfer its obligations under any agreement without the prior written consent of the Customer.

    Capacity/Independent Contractor

  19. It is expressly agreed that Healthwork is acting as an independent contractor and not as an employee in providing the Services under any agreement. Healthwork and the Customer acknowledge that any agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

    Modification of Agreement

  20. Any amendment or modification of any agreement or additional obligation assumed by either party in connection with any agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party. Notice
  21. All notices, requests, demands or other communications required or permitted by the terms of any agreement will be given in writing and delivered to the parties of any agreement as follows:

            a. The Customers trading address
            b. Healthwork Ltd.
                16 St John St,
                Manchester,
                M3 4EF
                Tel No: 0161 831 9701
                Fax Number: 0161 833 0643
                Email: www.healthworkltd.com

    or to such other address as to which any Party may from time to time notify the other.

    Costs and Legal Expenses

  22. In the event that legal action is brought to enforce or interpret any term of any 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.

    Entire Agreement

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

    Implied Obligations

  24. 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 any agreement.

    Limitation of Liability

  25. It is understood and agreed that Healthwork 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.

    Enurement

  26. Any agreement will enure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and permitted assigns.

    Currency

  27. Except as otherwise provided in any agreement, all monetary amounts referred to in any agreement are in Sterling pounds.

    Third Party Rights

  28. Third parties cannot benefit from any agreement under The Contracts (Rights of Third Parties) Act 1999.

    Titles/Headings

  29. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting any agreement.

    Gender

  30. 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

  31. Any 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.

    Dispute Resolution

  32. In the event a dispute arises out of or in connection with any agreement the parties will attempt to resolve the dispute through friendly consultation.
  33. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the United Kingdom of Great Britain and Northern Ireland. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the United Kingdom of Great Britain and Northern Ireland.

    Severability

  34. In the event that any of the provisions of any 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 any agreement.

    Waiver

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