Dr Charlie Easmon Limited T/A Your Excellent Health Service (YEHS) shall provide health services
1.1 In these conditions of supply the following words will (unless the context otherwise requires) have the following meanings:
- "Annual Minimum Purchase Requirement" the total revenue sum set by us (as amended from time to time through the provision of written notice to you) as an annual minimum purchase obligation which you agree to achieve in respect of your Orders for our Services which is currently set at £4,000 per annum.
- "Conditions" the conditions set out below.
- "Confirmation" our communication to you by telephone, facsimile or email in respect of a given Order for Services confirming our agreement to supply such Services.
- "Contract" the contract between you and us for the supply of the Services comprising these Conditions and any documents referred to in them.
- "Corporate Account Client" you, if you have confirmed to us prior to the commencement of the Services in writing, your wish to benefit from our discounted fees and have agreed to comply with our Annual Minimum Purchase Requirement or, in the event you are unable to do so, to pay us the Shortfall in accordance with clause 3.3 herein.
- "Order" your request to us by telephone, facsimile, email or, otherwise in writing, to provide the Services.
- "Private Account Client" you, if you have confirmed to us, prior to the commencement of the Services, that you do not wish to agree the Annual Minimum Purchase Requirement or that you will be unable to achieve the Annual Minimum Purchase Requirement in which case you will be charged at our standard rate fees.
- "Referral" any individual that you have identified to us within an Order as being the subject of the Services, including, without limitation, your staff.
- "Report" the results of the Services relating to a given Referral including, without limitation, any data and narrative arising out of the Services where applicable.
- "Sample" any and all specimens provided by the Referrals to us for testing under these Conditions as part of the Services.
- "Services" the health services which may include without limitation, consultation, vaccination, testing and other health related services and/or such other services as we may expressly agree with you from time to time.
- "Shortfall" the difference between the value of the actual Services Ordered by a designated Corporate Account Client and the Annual Minimum Purchase Requirement.
- "we" / "us" / "our" Dr Charlie Easmon Limited T/A Your Excellent Health Service (YEHS), a company registered in England and Wales with number 7537353 and whose registered office is 1 Harley Street, London, W1G 9QD.
- "you" / "your" the company, firm, body or any representative thereof or any other person who orders the Services.
1.2 Any reference in these Conditions to "writing" or cognate expressions includes a reference to facsimile transmission, email or comparable means of communication.
1.3 The headings are for reference only and will not affect the interpretation of these Conditions.
1.4 We reserve the right at any time without liability to correct any clerical, typographical or other similar errors or omissions made by us.
1.5 References to statutes or statutory instruments shall be deemed to be references to those statutes or statutory instruments as the same may be amended or re-enacted from time to time.
2. APPLICATION OF TERMS
2.1 Subject to clause 2.3, the Contract shall be on these Conditions and they will govern the provision of the Services to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms, conditions or warranties endorsed upon, delivered with, referred to or stipulated or contained in any purchase order or other similar document delivered or sent by you to us will form part of the Contract.
2.3 No variation to, waiver of or addition to these Conditions or any representation about the Services will have any effect unless it is expressly agreed in writing and contains a specific reference to these Conditions. You acknowledge that you have not relied on any statement, promise or representation made or given by, or on behalf of, us which is not set out in the Contract. Nothing in this clause shall limit or exclude our liability for fraudulent misrepresentation.
2.4 You must ensure that the content of your Order for Services is complete and accurate.
2.5 The Contract may only be cancelled by you if written notification of such cancellation is received by us prior to us undertaking the Services. You will indemnify us in full against all losses (including, without limitation, loss of profit), costs (including, without limitation, inventory and other commitments made by us as a result of such cancellation), damages, charges and expenses incurred (directly or indirectly) by us as a result of such cancellation.
3. THE SERVICES AND YOUR OBLIGATIONS
3.1 We shall provide the Services from time to time, following receipt of your Order and our provision to you of Confirmation.
3.2 You are responsible for ensuring that each Referral attends their appointment promptly. You understand and accept that we shall not be able to provide Services to a Referral who is significantly late (which shall mean late by 20 minutes or more) for their appointment.
3.3 In the event that you have indicated your wish to be granted, Corporate Account Client status, by us prior to the commencement of the Services and you fail to meet the Annual Minimum Purchase Requirement, we will invoice you for the shortfall.
3.4 If you have been granted Corporate Account Client status and fail to meet the Annual Minimum Purchase Requirement we reserve the right to immediately amend your status from that of a Corporate Account Client to that of Private Account Client and we may at our discretion only provide further Services to you on the basis of our standard rate fees.
3.5 If you have indicated your wish to be granted, Corporate Account Client status, by us prior to the commencement of the Services and you change your mind then you must notify us in writing and upon receipt of such notice we shall invoice you for any discounted sums that you have been provided in a twelve month period from the date of your notice in respect of your Orders for our Services and we shall amend your designation to that of Private Account Client and for any subsequent Services shall charge you on the basis of our standard rate fees.
3.6 We reserve the right to charge you a cancellation fee for time/resources wasted (“Cancellation Fee”) in any of the following eventualities:
(a) If the Referral arrives significantly late for their appointment in accordance with clause 3.2 herein;
(b) if the Referral fails to attend a scheduled appointment; and
(c) if you cancel an Order or change an appointment for a given Referral within 24 hours of the Referral’s scheduled appointment.
Our Cancellation Fees are linked to the anticipated length of a scheduled appointment as detailed below:
A Cancellation Fee of £100 will be charged for appointments for Services expected to require 11/2 hours and a Cancellation Fee of £200 will be charged for appointments for Services expected to require 2 or more hours;
3.7 You warrant that you have obtained any necessary or required ethical permissions and consents for the proposed Services including, where applicable, Referral consent in respect of us providing you with a copy of their Report. We shall have no liability if these permissions and approvals have not been properly obtained by you.
4.1 Any times specified or agreed by us for the delivery of the Services are given in good faith but are an estimate only. If no time is specified or agreed by us delivery will take place within a reasonable time. We will not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Services.
4.2 Following the Services, we shall supply a Report (if any) to the Referral.
4.3 If you request a Report at the time of your Order we shall supply a Report to you by post, facsimile transmission or email. We will submit the Report to the address, facsimile number or email address provided by you.
4.4 In receiving a Report from us you undertake to comply in all respects with your obligations under Clause 3.1 (Referral consent) and Clause 9 (Confidentiality and the Data Protection Act 1998) herein.
5. RISK AND OWNERSHIP
5.1 Where applicable to the Services undertaken in respect of a given Referral, upon receipt of Samples we shall verify the suitability of the Samples, as far as possible, before use. Provided that the samples are of satisfactory quality we will proceed with the performance of the Services and will provide the Report arising from the same.
5.2 The Samples will be disposed of following completion of the Services in accordance with standard industry practice for the disposal of such Samples unless you instruct us otherwise, in which case retention or return of the Samples will be at your cost and risk.
6. PRICE AND PAYMENT
6.1 Unless expressly agreed otherwise in writing by us, the Services are supplied by reference to our price list published by us on the Website from time to time except in the case of obvious error.
6.2 You shall arrange for a Referral to pay the fees for the Services on the day of their appointment with us and in the event of a Referral not paying on the day of their appointment we shall invoice you and you shall pay us within 21 days of receipt of our invoice for the Services.
6.3 Subject to this clause 6.3, all fees are exclusive of VAT, which sum shall be added to the invoice and shall be payable by you. UK VAT is applicable to transactions within the European Union including the UK. For EU based organizations, registered outside the UK, supply of a valid VAT registration number is required, if you are to avoid UK VAT. Eligible bodies in the UK may qualify for zero rating under VATA 1994, Schedule 8, Group 15. Such organizations should check their eligibility status carefully and only supply a certificate where they are fully satisfied that zero-rating applies. Dr Charlie Easmon Limited T/A Your Excellent Health Service (YEHS) reserves the right to charge VAT where the customer does not provide a valid zero-rating certificate or where instructed to do so by HMRC. VAT is not applicable, and shall not be charged, to organisations that are not based in either the UK or the EU.
6.4 No payment will be deemed to have been received until we have received the payment in full in cleared funds. Time for payment will be of the essence of the Contract.
6.5 All payments payable to us under the Contract will become due immediately on termination of the Contract despite any other provision of these Conditions.
6.6 You will make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
6.7 If you fail to pay us any sum due pursuant to the Contract, then without prejudice to our other rights and remedies you shall pay interest at 2% over LIBOR to us on such sum from the due date for payment at the statutory rate from time to time in force accruing on a daily basis until payment is made in full (whether before or after any judgement).
7.1 We warrant to you that (subject to the provisions of these Conditions) that the Services will be performed:
(a) safely and with reasonable care and skill;
(b) using properly qualified and experienced persons; and
(c) in accordance with English law.
7.2 We will not be liable for a breach of the warranties in clause 7.1 where and to the extent that a defect arises from a Sample being of an inadequate quality such that the Services are unsuccessful or as a result of a Referrals negligence.
7.3 Subject to clause 7.2, if any of the Services do not conform with the warranties set out in clause 7.1 we will at our option and cost re-perform such Services or refund the price of such Services at the pro rata Contract rate.
7.4 We shall (subject to clause 8.2) have no further liability (in contract, tort (including, without limitation, negligence) or otherwise) for breach of any of the warranties in clause 7.1 in respect of the Services or any other term of the Contract.
8. LIMITATION OF LIABILITY
8.1 Save for the warranties given by us at clause 7.1, all warranties, conditions and other terms (whether implied by statute or otherwise) are, to the fullest extent permitted by law, excluded from the Contract.
8.2 Nothing in these Conditions excludes or limits our liability for fraudulent misrepresentation or for any death or personal injury caused by our negligence.
8.3 Subject to clause 7 and clause 8.1 and 8.2, we will not be liable to you in contract, tort (including, without limitation, negligence), misrepresentation or otherwise for any:
(a) economic loss of any kind (including, without limitation, loss of use, profit, anticipated profit, business, contracts, overhead recovery, revenue or anticipated savings);
(b) any damage to your reputation or goodwill: or
(c) any other special, indirect or consequential loss or damage
(even if we have been advised of such loss or damage) arising out of or in connection with the Contract.
8.4 Subject to the provisions of clause 7 and clause 8.1, 8.2 and 8.3, our total liability in contract, tort (including, without limitation, negligence), misrepresentation or otherwise arising out of or in connection with the Contract (a “Default”) will be limited to the price paid or payable in respect of the Services (or the relevant part of the Services) to which the Default relates.
8.5 The provisions of this clause 8 shall survive the termination or expiry (for whatever reason) of the Contract.
9. CONFIDENTIALITY AND DATA PROTECTION
9.1 Each of you and us shall keep strictly confidential all information concerning the business and affairs of the other obtained from the other either pursuant to the Contract or prior to and in contemplation of it, shall use the same exclusively for the purposes of the Contract, and shall disclose the same only to those of its directors and employees to whom and to the extent that such disclosure is reasonably necessary for the purposes of the Contract.
9.2 The obligations of clause 9.1 above shall survive the termination of the Contract but shall not apply to any information which:-
9.2.1 the recipient can demonstrate was already in its possession and at its free disposal prior to receipt under the circumstances mentioned at clause 9.1 above;
9.2.2 is subsequently disclosed to the recipient without any obligation of confidence by a third party who has not derived it directly or indirectly from the disclosing party; or
9.2.3 enters the public domain through no act or default of the recipient, its agents or employees.
9.3 We agree that we shall only process your and your Referral’s personal data (as defined in the Data Protection Act 1998 (“DPA”), and all regulations, codes of practice and guidance notes made there under and all subsequent amending or secondary legislation or orders, for the purposes of performing our obligations under the Contract and we will at all times process your and your Referral’s personal data in accordance with the DA and will take all reasonable security measures as are required to ensure our compliance with the DPA.
10. INTELLECTUAL PROPERTY RIGHTS (“IPRS”)
10.1 You will keep us indemnified in full against all liability, loss, damage, claim, action, demand, expense or proceeding in respect of any infringement or alleged infringement of any third party intellectual property rights resulting from any compliance by us with your instructions, whether express or implied.
11.1 Without prejudice to the foregoing, we may terminate the Contract immediately if:
(a) you fail to pay the price on the due date;
(b) you are in breach of any term of the Contract and have failed to remedy such breach within 28 days of receipt of written notice specifying the breach and requiring it to be remedied;
(c) there is a material change in the ownership or control of you; or
(d) you are wound up or become insolvent or have a receiver or administrative receiver appointed or suffer the appointment or the presentation of a petition for the appointment of an administration or any equivalent or analogous event occurs in any other jurisdiction.
11.2 The termination of the Contract (howsoever arising) will be without prejudice to any rights and remedies which may have accrued to either party.
11.3 Any Conditions which impliedly have effect after termination or expiry will continue to be enforceable notwithstanding termination or expiry.
12. FORCE MAJEURE
We will not be liable to you or be deemed to be in breach of these Conditions, by reason of any delay in performing or failure to perform any of our obligations under these Conditions if such delay or failure is caused by events outside of our reasonable control including, without limitation, acts of God, government actions, war or national emergency, acts of terrorism, protests, riot, fire, explosion, flood, strikes or other industrial action of whatever nature. If we are unable to perform our obligations under these Conditions we will promptly notify you of the nature and extent of the circumstances in question. Our performance under any Contract is deemed to be suspended for the period that the event in question continues, and we will have an extension of time for performance for the duration of that period.
13.1 You not without our prior written consent assign or transfer the Contract or any part of it to any other person.
13. 2 We may without your prior written consent assign, transfer or subcontract the Contract or any part of it to any other person.
13.3 Each of rights or remedies under these Conditions are without prejudice to any other right or remedy which we may have under these Conditions or otherwise.
13.4 Applicable laws require that some of the information or communications we send to you should be in writing. When placing Orders with us, you accept that communication with us may be electronic. We will contact you by e-mail or provide you with information by posting notices on our Website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
13.5 All notices given by you to us must be given to us in writing and may be delivered or sent by prepaid first class post or facsimile transmission. We may give notice to you at either the e-mail or postal address you provide to us when placing an Order, or in any of the ways specified herein. Notice will be deemed received and properly served immediately when posted on our Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
13.6 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, unenforceable or unreasonable it will, to the extent of such illegality, invalidity, voidness, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract shall continue in full force and effect to the fullest extent permitted by law.
13.7 Failure or delay by us in exercising any right or remedy provided by the Contract or by law will not be construed as a waiver of such right or remedy or a waiver of any other right or remedy.
13.8 These Conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
13.9 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these Conditions.
13.10 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these Conditions.
13.11 We have the right to revise and amend these Conditions from time to time. You will be subject to the policies and Conditions in force at the time that you Order Services from us, unless any change to those policies or these Conditions is required to be made by law or governmental authority (in which case it will apply to any Orders previously placed by you).
13.12 A person who is not a party to the Contract will have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.13 The Contract and any dispute or claim arising out of or in connection with it or its subject matter of formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with the Contract or its formation (including non-contractual disputes or claims) shall be subject to the non- exclusive jurisdiction of the English courts.