Contents

1. Provision of Services
2. Premises, locations and access
3. Cooperation with third parties
4. Use of Client equipment
5. Staff
6. Business continuity
7. The Clients obligations
8. Price and payment
9. Limitation of liability
10. Term and termination
11. Consequences of expiry or earlier termination of this Contract

Schedule 1

1. Confidentiality
2. Information Security

 Provision of Services

• • The Client appoints the Supplier and the Supplier agrees to provide the Services:
    • promptly and in any event within any time limits as may be set out in this Contract;
    • in accordance with all other provisions of this Contract;
    • with reasonable skill and care and in accordance with any quality assurance standards as set out in the Key Provisions;
    • in accordance with the Law and with Guidance;
    • in accordance with Good Industry Practice;
    • in accordance with the Policies; and
    • in a professional and courteous manner.
  • The Supplier shall commence delivery of the Services on the Services Commencement Date.
  • The Supplier shall be relieved from its obligations under this Contract to the extent that it is prevented from complying with any such obligations due to any acts, omissions or defaults of the Client. To qualify for such relief, the Supplier must notify the Client promptly (and in any event within five (5) Business Days) in writing of the occurrence of such act, omission, or default of the Client together with the potential impact on the Supplier’s obligations.
• Premises, locations and access
  • The Services shall be provided at such Client premises and at such locations within those premises.
  • Subject to the Supplier and its Staff complying with all relevant Policies applicable to such Premises and Locations, the Client shall grant reasonable access to the Supplier and its Staff to such Premises and Locations to enable the Supplier to provide the Services.
• Cooperation with third parties
  • The Supplier shall, as reasonably required by the Client, cooperate with any other service providers to the Client and/or any other third parties as may be relevant in the provision of the Services.
• Use of Client equipment
  • Unless otherwise set out in the Specification or otherwise agreed by the Parties in writing, any equipment or other items provided by the Client for use by the Supplier:
    • shall be provided at the Clients sole discretion;
    • shall be inspected by the Supplier in order that the Supplier can confirm to its reasonable satisfaction that such equipment and/or item is fit for its intended use and shall not be used by the Supplier until it has satisfied itself of this;
    • must be returned to the Client within any agreed timescales for such return or otherwise upon the request of the Client; and
    • shall be used by the Supplier at the Suppliers risk and the Supplier shall upon written request by the Client reimburse the Client for any loss or damage relating to such equipment or other items caused by the Supplier (fair wear and tear exempted).
  • Staff
    • Subject to the requirements of this Contract and any Law, the Supplier shall be entirely responsible for the employment and conditions of service of Staff. The Supplier shall ensure that such conditions of employment are consistent with its obligations under this Contract.
    • The Supplier will employ sufficient Staff to ensure that it complies with its obligations under this Contract. This will include, but not be limited to, the Supplier providing a sufficient reserve of trained and competent Staff to provide the Services during Staff holidays or absence.
    • The Supplier shall use reasonable endeavours to ensure the continuity of all Staff in the provision of the Services and, where any member of Staff is designated as key to the provision of the Services as set out in the Specification or as otherwise agreed between the Parties in writing, any redeployment and/or replacement of such member of Staff by the Supplier shall be subject to the prior written approval of the Client, such approval not to be unreasonably withheld or delayed.
    • The Supplier shall ensure that all Staff are aware of, and at all times comply with, the Policies.
    • The Supplier shall:
      • employ only those Staff who are careful, skilled and experienced in the duties required of them;
      • ensure that every member of Staff is properly and sufficiently trained and instructed;
    • The Supplier shall not deploy in the provision of the Services any person who has suffered from, has signs of, is under treatment for, or who is suffering from any medical condition which is known to, or does potentially, place the health and safety of the Client’s staff, patients, service users or visitors at risk unless otherwise agreed in writing with the Client.
    • The Supplier shall ensure that all potential Staff or persons performing any of the Services during the Term who may reasonably be expected in the course of performing any of the Services under this Contract to have access to or come into contact with children or other vulnerable persons and/or have access to or come into contact with persons receiving health care services:
      • are questions concerning their Convictions; and
      • obtain appropriate disclosures from the Disclosure and Barring Service (or other appropriate body) as required by Law and/or the Policies before the Supplier engages the potential staff or persons in the provision of the Services.
    • The Supplier shall take all necessary steps to ensure that such potential staff or persons obtain standard and enhanced disclosures from the Disclosure and Barring Service (or other appropriate body) and shall ensure all such disclosures are kept up to date. The obtaining of such disclosures shall be at the Suppliers cost and expense.
    • The Supplier shall ensure that no person is employed or otherwise engaged in the provision of the Services without the Clients prior written consent if:
      • the person has disclosed any Convictions upon being questioned about their Convictions in accordance with Clause 7.1
      • the person is found to have any Convictions following receipt of standard and/or enhanced disclosures from the Disclosure and Barring Service (or other appropriate body) in accordance with Clause 7.2
      • the person fails to obtain standard and/or enhanced disclosures from the Disclosure and Barring Service (or other appropriate body) upon request by the Supplier in accordance with Clause 7.2
    • The Supplier shall ensure that the Client is kept advised at all times of any member of Staff who, subsequent to their commencement of employment as a member of Staff receives a Conviction or whose previous Convictions become known to the Supplier or whose conduct or records indicate that they are not suitable to carry out any regulated activities as defined by the Safeguarding Vulnerable Groups Act 2006 or may present a risk to patients, service users or any other person. The Supplier shall only be entitled to continue to engage or employ such member of Staff with the Client’s written consent and with such safeguards being put in place as the Client may reasonably request.  Should the Client withhold consent the Supplier shall remove such member of Staff from the provision of the Services forthwith.
    • The Supplier shall immediately provide to the Client any information that the Client reasonably requests to enable the Client to satisfy itself that the obligations set out in Clause 7 to Clause 5.10 have been met.
    • The Client may at any time request that the Supplier remove and replace any member of Staff from the provision of the Services, provided always that the Client will act reasonably in making such a request. Prior to making any such request the Client shall raise with the Supplier the Clients concerns regarding the member of Staff in question with the aim of seeking a mutually agreeable resolution.  The Client shall be under no obligation to have such prior discussion should the Client have concerns regarding patient or service user safety.
  • Business continuity
    • The Supplier shall use reasonable endeavours to ensure its Business Continuity operates effectively alongside the Clients business continuity plan if the client has one and where relevant to the provision of the services.
    • Throughout the Term, the Supplier will ensure its Business Continuity provides for continuity during a Business Continuity Event. The Business Continuity Plan details will continue to detail robust arrangements that are reasonable and proportionate to:
      • the criticality of this Contract to the Client; and the size and scope of the Suppliers business operations, regarding continuity of the provision of the Services during and following a Business Continuity Event.
    • The Clients obligationsSubject to the Supplier providing the Services in accordance with this Contract, the Client will pay the Supplier for the Services in accordance with Clause 8
      •  The Client shall, as appropriate, provide copies of or give the Supplier access to such Policies that are relevant to the provision of the Services.
      • The Client shall comply with the Clients Obligations, as may be referred to in the Key Provisions.
    • Price and payment
      • The Contract Price shall be calculated as set out in the Commercial Schedule.
      • Unless otherwise stated in the Commercial Schedule the Contract Price:
        • shall be payable from the Actual Services Commencement Date;
        • shall remain fixed during the Term; and
        • is the entire price payable by the Client to the Supplier in respect of the Support Services confirmed in the Commercial schedule.
        • Unless stated otherwise in the Commercial Schedule:
        • where the Key Provisions confirm that the payment profile for this Contract is monthly in advance, the Supplier shall invoice the Client, within fourteen (14) days of the end of each calendar month, the Contract Price in respect of the Services provided in compliance with this Contract in the preceding calendar month; or
        • where Clause 2.5 does not apply, the Supplier shall invoice the Client for Services at any time following completion of the provision of the Services in compliance with this Contract.

Each invoice shall contain such information and be addressed to such individual as the Client may inform the Supplier from time to time.

• The Contract Price is exclusive of VAT, which, if properly chargeable, the Client shall pay at the prevailing rate subject to receipt from the Supplier of a valid and accurate VAT invoice. Such VAT invoices shall show the VAT calculations as a separate line item.
• The Supplier shall pay to the Client any service credits that may become due in accordance with the provisions of the Specification.Limitation of liability
  • Nothing in this Contract shall exclude or restrict the liability of either Party:
    • for death or personal injury resulting from its negligence;
    • for fraud or fraudulent misrepresentation; or
    • in any other circumstances where liability may not be limited or excluded under any applicable law.
  • There shall be no right to claim losses, damages and/or other costs and expenses under or in connection with this Contract whether arising in contract (to include, without limitation, under any relevant indemnity), tort, negligence, breach of statutory duty or otherwise to the extent that any losses, damages and/or other costs and expenses claimed are in respect of loss of production, loss of business opportunity or are in respect of indirect loss of any nature suffered or alleged. For the avoidance of doubt, without limitation, the Parties agree that for the purposes of this Contract the following costs, expenses and/or loss of income shall be direct recoverable losses (to include under any relevant indemnity) provided such costs, expenses and/or loss of income are properly evidenced by the claiming Party:
    • extra costs incurred purchasing replacement or alternative services;
    • costs associated with advising, screening, testing, treating, retreating or otherwise providing healthcare to patients;
    • the costs of extra management time; and/or
    • loss of income due to an inability to provide health care services,

in each case to the extent to which such costs, expenses and/or loss of income arise or result from the other Partys breach of contract, negligent act or omission, breach of statutory duty, and/or other liability under or in connection with this Contract.

• Each Party shall at all times take all reasonable steps to minimise and mitigate any loss for which one Party is entitled to bring a claim against the other pursuant to this Contract.

• Term and termination
  • This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with the terms of this Contract or the general law, shall continue without review or pause.
  • In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and any failure to pay any sums due under this Contract), the non-breaching Party shall, without prejudice to its other rights and remedies under this Contract, issue notice of the breach and allow the Party in breach the opportunity to remedy such breach.
  • Either Party may terminate this Contract forthwith by notice in writing to the other Party if such other Party:
    • commits a material breach of any of the terms of this Contract which is:
      • not capable of remedy; or
      • in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal; or
    • has been served with at least two (2) previous breach notices as a result of any material breaches which are capable of remedy within any twelve (12) month rolling period whether or not the Party in breach has remedied the breach.

Consequences of expiry or earlier termination of this Contract

11. Upon expiry or earlier termination of this Contract, the Client agrees to pay the Supplier for the Services which have been completed by the Supplier in accordance with this Contract prior to expiry or earlier termination of this Contract. Within 3 months of contract execution – fees due are 40% of the remaining contract term fees. Within 6-9 months of contract execution – fees due are 50% of total remaining contract term fees based on 1 year. Within 9-12 months of contract execution – fees due are 50% of total contract term fees.
    1. Immediately following expiry or earlier termination of this Contract:
    2. the Supplier shall comply with its obligations under any agreed exit plan; and immediately upon expiry or earlier termination of this Contract any license or lease entered into in accordance with the Key Provisions shall automatically terminate.

The expiry or earlier termination of this Contract for whatever reason shall not affect any rights or obligations of either Party which accrued prior to such expiry or earlier termination.

The expiry or earlier termination of this Contract shall not affect any obligations which expressly or by implication are intended to come into or continue in force on or after such expiry or earlier termination.

Information Governance Provisions

• Confidentiality
  • the Recipient shall not be prevented from using any general knowledge, experience or skills which were in its possession prior to the Commencement Date;
  • the provisions of Clause 11 of this Schedule shall not apply to any Confidential Information:
    • which is in or enters the public domain other than by breach of this Contract or other act or omissions of the Recipient;
    • which is obtained from a third party who is lawfully authorised to disclose such information without any obligation of confidentiality;
    • which is authorised for disclosure by the prior written consent of the Discloser;
    • which the Recipient can demonstrate was in its possession without any obligation of confidentiality prior to receipt of the Confidential Information from the Discloser; or
    • which the Recipient is required to disclose purely to the extent to comply with the requirements of any relevant stock exchange.
  • Nothing in Clause 11 of this Schedule shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable Law, including the Freedom of Information Act 2000 (“FOIA”), Codes of Practice on Access to Government Information, on the Discharge of Public Authorities’ Functions or on the Management of Records (“Codes of Practice”) or the Environmental Information Regulations 2004 (“Environmental Regulations”).
  • Provided the Client makes clear the confidential nature of such information and that it must not be further disclosed except in accordance with Law or this Clause 1.3 of this Schedule, the Client may disclose the Suppliers Confidential Information to the following third parties:
    • to any consultant, contractor or other person engaged by the Client and/or the Contracting Client receiving such information;
  • The Supplier may only disclose the Clients Confidential Information, and any other information provided to the Supplier by the Client in relation to the provision of the Services, to the Suppliers Staff or professional advisors who are directly involved in the performance of or advising on the Suppliers obligations under this Contract.
  • For the avoidance of doubt, save as required by Law or as otherwise set out in this Schedule, the Supplier shall not, without the prior written consent of the Client (such consent not to be unreasonably withheld or delayed), announce that it has entered into this Contract and/or that it has been appointed as a Supplier to the Client and/or make any other announcements about this Contract.

• Information Security
  • Without limitation to any other information governance requirements set out in this Schedule, the Supplier shall:
    • notify the Client forthwith of any information security breaches or near misses (including without limitation any potential or actual breaches of confidentiality or actual information security breaches) in line with the Clients information governance Policies; and
    • fully cooperate with any audits or investigations relating to information security and any privacy impact assessments undertaken by the Client and shall provide full information as may be reasonably requested by the Client in relation to such audits, investigations and assessments.