Terms & Conditions

1.                 INTRODUCTION

1.1 These Conditions, together with the Proposal signed by the Client, create a legal agreement between the Client and HealthClic Ltd, a company registered in England and Wales under company number 09892983, whose registered office is at 71-75 Shelton Street, London, Covent Garden, England, WC2H 9JQ (we, us, our). We are a healthcare provider registered with the Care Quality Commission, Provider ID: 1-2901411377.

 

1.2 All Services (as defined below) carried out by us shall be on these Conditions to the exclusion of all other terms and conditions of business, including any that the Client may send to us, and all terms otherwise implied by law, custom or previous course of dealing to the maximum extent permitted by law. We expressly reject any terms and conditions attached to any purchase order or otherwise provided by the Client to us.

2.                 INTERPRETATION

2.1           Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Client: the Client identified on the Proposal;

Conditions: these terms and conditions set out in clause 1 to clause 11 (inclusive).

Contract: the contract between the Client and us for the supply of the Services in accordance with these Conditions and the Proposal.

COVID-19: the severe acute respiratory syndrome commonly known as Covid-19 or coronavirus 2 (SARS-CoV-2).

Fee: the fee payable for the Services set out in the Proposal.

Handbook: any Covid-19 guidelines and handbooks provided by us to the Client in the course of providing the Services.

HealthClic doctor: a self-employed suitably qualified and experienced GMC-registered General Practitioner (GP) who is vetted and engaged by us to provide one or more of the Services.

IP Rights: all patents, copyright and related rights, trade marks, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Medical Practitioner: a self-employed suitably qualified and experienced person who is engaged by the Supplier to provide one or more of the Services.

NHS Guidelines: all guidelines issued by Public Health England,  National Health Service England and/or National Health Service Scotland each as applicable.

Patient: any director, officer, employee, consultant or agent of the Client who has a Test as described in the Proposal.

Proposal: the separate document detailing the commercial terms agreed may also be referred to as the “Booking Form”.

Services:  the provisions of the Tests and the  Handbook as more particularly described in the Proposal.

Test: the COVID-19 test described in the Proposal which may include a PCR test or a Point of Care Test; “lateral flow” or “rapid antigen test”.

Test Results:  the result produced by the Test which will be either positive, negative or invalid.

2.2        Interpretation:

(a)         A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(b)         Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(c)         A reference to writing or written includes email.

3.          SUPPLY OF SERVICES

In supplying the Services, we shall:

3.1           perform the Services with reasonable care and skill;

3.2       not disclose any confidential information in respect of each Patient to the Client, save as otherwise agreed by, and with the express consent and authority of, the Patient;

3.3           appoint a representative that the Client and Patients can contact to help co-ordinate the provision of any of the Services;

3.4           comply with all applicable laws, statutes, regulations from time to time in force;

3.5           ensure there is a valid, enhanced annual DBS check which is “clear” in relation to each HealthClic doctor and Medical Practitioner who will be providing the Services, and require each HealthClic doctor to provide at least two references prior to engaging with us;

3.6         all relevant qualifications and/or certificate of registration and upholding GMC licence are in place as required in order to provide the Services appropriate to their own discipline;

3.7        appropriate professional medical indemnity cover is in place in respect of their work; and

3.8        all applicable immunisations; and

3.9        in accordance with our obligations and our CQC registration as provider of Treatment of Disease, Disorder or Injury and Diagnostic & Screening Procedures, maintain a registered manager and Medical Director, as Clinical Lead, to support and guide the Supplier’s Medical Practitioners.

3.10       process all personal data (as such term is defined in the Data Protection Act 2018) of a Patient as a controller of that personal data in accordance with our Privacy Policy.

4.             CLIENT’S OBLIGATIONS

4.1           The Client shall:

(a)             co-operate with us in all matters relating to the Services;

(b)            provide, in a timely manner, such information as we may reasonably require, and ensure that it is accurate in all material respects;

(c)             notify us of any risk factors that it is aware of and considers or ought to know in accordance with the NHS Guidelines, may apply in relation to the provision of the Services.  Such risk factors may include factors which would indicate it would be better for Services to take place elsewhere than at the Client’s premises, including by remote digital means. On receipt of any such risk factors, we shall then apply our own applicable policies to assess the situation, such as our risk assessment process and/or lone worker policy;

(d)            ask the Patients contact us directly to arrange a Test. However, if the Client does provide us with contact details for a Patient, it shall ensure that it has appropriate and valid consents and permissions from Patients to enable us to contact Patients  to book a Test. We shall be under no obligation to carry out a Test if the Patient has not consented either to contact by us or to the Test itself;

(e)            procure that all Patients are given a copy of the Handbook that may be created (as may be amended from time to time) and request adherence to the policies set out in it; and

(f)             keep confidential, safe and secure at all times the Client’s account, login and password data in respect of the HealthClic portal.

4.2           If our performance of our obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, we shall:

(a)             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;

(b)            be entitled to payment of the Fee despite any such prevention or delay; and

(c)             be entitled to recover any additional costs, charges, expenses or losses we sustain or incur that arise directly or indirectly from such prevention or delay.

5.             ALTERNATIVE SERVICES FOR PATIENTS

5.1           If the Client wishes to have or is notified by any of the Patients at any stage that any of them wish to have or require more input from us than is anticipated when this Contract was first entered into, then we will discuss the provision of alternative services and applicable fees for such services with the Client, and provide a further Proposal for signature by the Client if the terms are acceptable.

6.             HANDBOOK

6.1           Subject to receipt of the Fee, we hereby grant to the Client a non-exclusive, perpetual, royalty free right and licence to review and use the Handbook for the Client’s internal business purposes.  For the avoidance of doubt, the Client has no right to share, distribute or publish the Handbook outside of its organisation without our prior written consent.

6.2           In exercising the right to review and use the Handbook under clause 6.1, the Client shall not, and shall procure that its employees and agents shall not remove our logo and/or copyright statement that we have included within the Handbook.

7.             TESTS

7.1           The location for the Test will be  set out in the Proposal, unless otherwise agreed. Accordingly, the Test could be carried out onsite at the Client’s premises, offsite, or the Test could be sent to the Patient to be carried out at the Patient’s home if for example the Patient is self-isolating.

7.2           The Client shall and shall procure that the Patient or any third party administering the Test complies with the instructions and relevant training is provided in accordance with existing regulatory requirements.  If any Test Result is a fail due to a failure to administer the Test properly and/or any damage that occurs when the Test is returned to us, we shall notify the Client accordingly and provide a further Test at no additional fee.

7.3           We shall provide the Test Results to the Patient only.  Our testing laboratory shall notify test results and required patient data to Public Health England and in cases of Point of Care Testing (such as lateral flow tests or “rapid tests”), HealthClic will notify test results and patient data to Public Health England to fulfil statutory requirements. The information submitted to Public Health England for COVID-19 testing includes the following (this is by no means exhaustive list as requirements of reporting COVID-19 test results to Public Health England may change, different test schemes such as “Test to Release” have different reporting requirements, and we will adhere to the latest requirements): Patient full name, date of birth, ethnicity, gender, home address, email address, mobile number, test result, specimen date, time of test, specimen ID, specimen type, test requesting organisation, requesting organisation type, manufacturer of test.

7.4           The Client notes and accepts the following principles:

(a)             a positive IgG antibodies Test Result does not confirm any protection towards future infection from COVID-19 as it is not yet known whether there is any such protection and, if there is, how long such protection may last;

(b)            whilst PCR COVID-19 swab testing is generally considered to be extremely accurate and is approved by PHE, the PCR Test is a throat/nasal swab to test for the active current presence of COVID-19 only; and any Point of Care Testing is also intended to test for the active current presence of COVID-19 only; for which there is incubation period of up to approximately 14 days after exposure;

(c)             a negative Test Result does not mean that the Patient is not carrying COVID-19 or will not contract Covid-19; all a negative result definitively confirms is that there was no COVID-19 on the swab which could mean that the Patient has been swabbed at a time when there were no viruses there because it is too early to detect or because the Patient has already recovered or did not swab effectively; it is still possible to catch COVID-19 at any time;

(d)            asymptomatic Patients also carry COVID-19;

(e)            regardless of their Test Result, Patients must always follow the NHS Guidelines and the relevant local health authority’s guidelines regarding COVID-19 and self-isolation; even a Patient with a negative Test Result should follow the HealthClic doctor’s advice and the NHS Guidelines;

(f)             it is the Client’s responsibility to understand and adhere to the guidelines of the relevant health authority in any country in which the Client’s staff operate/work;

(g)             it is the Client’s responsibility to monitor regularly the NHS Guidelines for changes and updates;

(h)            if the Patients adhere to the NHS Guidelines, the Handbook and the HealthClic doctor’s advice, the chance of minimising the spread of COVID-19 is improved but this cannot be guaranteed and we give no warranties or representations in this regard;

(i)              we cannot definitively confirm when Patients should return to work or guarantee that Patients will not be infective; ultimately, the final decision to allow staff back to work is in the discretion of the Client in accordance with the HealthClic doctor’s advice, the Test Results, NHS Guidelines, and the Client’s own policies and procedures;

(j)              in the absence of a face-to-face consultation, the HealthClic doctor can only provide symptomatic advice and treatment, and provide self-isolation guidelines for Patients which should be followed regardless of the Test Result;

(k)             the Client should consult and ensure that its staff comply with the following official guidelines in the UK:

• https://www.gov.uk/government/publications/guidance-to-employers-and-businesses-about-covid-19
• https://www.gov.uk/coronavirus
• https://www.nhs.uk/conditions/coronavirus-covid-19/what-to-do-if-you-or-someone-you-live-with-has-coronavirus-symptoms/
• https://www.gov.uk/government/publications/covid-19-stay-at-home-guidance/stay-at-home-guidance-for-households-with-possible-coronavirus-covid-19-infection#symptoms

7.5           We shall have no liability for any use made of the information provided in the Test Result, any decisions taken, or for any costs incurred by the Client and/or the Patient in consequence of such use, advice or decisions.

7.6           The Test should be used as a convenient and confidential way of getting tested quickly for a COVID-19 infection. The Test and the Test Result are not intended to replace medical advice, nor should they be used as a full diagnosis, or to prescribe medication without consulting an appropriate medical professional.

8.             FEES AND PAYMENT

8.1           In consideration of the provision of the Services, the Client shall pay the Fees in accordance with this clause 8.

8.2           All amounts payable by the Client exclude amounts in respect of value added tax, which the Client shall additionally be liable to pay to us at the prevailing rate (if applicable).

8.3           The Client shall pay each undisputed invoice due and submitted to it within 15 days of receipt to a bank account nominated in writing by us.

8.4           The Client shall raise any dispute concerning invoices with us within 10 days of receipt failing which the invoice shall be payable in accordance with clause 8.3.  We shall work with the Client to try to  resolve disputes concerning disputed invoices in good faith and within 30 days of the date of the relevant invoice.

8.5           If the Client fails to make any payment due under this Contract by the due date for payment, then, without limiting our remedies under clause 10:

(a)         we shall charge interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time but at 4% per annum for any period when that base rate is below 0%. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount; and

(b)        we may suspend all Services until payment has been made in full.

8.6           Subject to clause 8.4, all amounts due under this Contract shall be paid by the Client in full without any set-off, counterclaim, deduction or withholding.

9.             LIMITATION OF LIABILITY

9.1           Nothing in this Contract shall limit or exclude our liability for:

(a)             death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;

(b)            fraud or fraudulent misrepresentation; and

(c)             breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

9.2           Subject to clause 9.1, we shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a)             loss of profits;

(b)            loss of sales or business;

(c)             loss of agreements or contracts;

(d)            loss of anticipated savings;

(e)            loss of use or corruption of software, data or information;

(f)             loss of or damage to goodwill;

(g)             wasted expenditure; and

(h)            any indirect or consequential loss.

9.3           We disclaim and exclude any and all liability under or in connection with or arising out of the Tests including (for example only) in respect of:

(a)             incorrect, inaccurate, false or misleading Test Results;

(b)            a Patient’s failure to advise the Client accurately of the Patient’s results; and/or

(c)             any failure to comply with or adhere to the principles in clause 7 above.

9.4           Subject to clause 9.1, our total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Contract shall be limited to one hundred per cent (100%) of the Fee paid under the Proposal.

9.5           The conditions implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

10.         TERMINATION

10.1        Without affecting any other right or remedy available to it, either party to this Contract may terminate it with immediate effect by giving written notice to the other party if:

(a)         the other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(b)         the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(c)         the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d)         the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s ability to adequately fulfil its obligations under this Contract has been placed in jeopardy.

10.2        Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.

10.3        On termination of this Contract for whatever reason:

(a)         the Client shall immediately pay to us all of our outstanding undisputed unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt;

(b)         termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination; and

(c)         any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

11.           GENERAL

11.1        Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.   The provisions of this clause 11.1 shall not apply in respect of any failure to pay any sums due.

11.2        Assignment and other dealings.

(a)         The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract without our prior written consent.

(b)         We may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of our rights under this Contract.

11.3        Confidentiality.

(a)         Each party undertakes that it shall not at any time during this Contract, and for a period of five years after termination of this Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients, employees or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 11.3(b). For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

(b)         Each party may disclose the other party’s confidential information:

(i)         to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and

(ii)        as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

For the avoidance of doubt, this disclosure exemption shall not include any confidential information in respect of the Patients including in relation to their health records and anything discussed between the Patient and Healthclic doctor as part of the Services.

(c)         No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Contract.

11.4        Entire agreement.

(a)         This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b)         Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

11.5        Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.6        Waiver.  A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.  A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

(a)         waive that or any other right or remedy; or

(b)         prevent or restrict the further exercise of that or any other right or remedy.

11.7        Severance. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract.

11.8        Notices.

(a)         Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.

(b)         A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.8(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.

(c)         The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

11.9        Third party rights. No one other than a party to the Contract shall have any right to enforce any of its terms.

11.10      Governing law. This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

11.11      Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

11.12     Modern Slavery Act compliance.  In performing our obligations under the Contract, we shall:

(a)        comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force in the countries in which it is doing business including (but not limited to) the UK’s Modern Slavery Act 2015;

(b)        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.