THE HEALTH AND WORK CONSULTANCY LTD (The-HWC)

(Company Number 8922434; Registered Office is at: Cardiff Medicentre, Heath Park, Cardiff, CF14 4UJ)

 Standard Terms and Conditions

1. Definitions

1.1 In this Contract:

  • `Agreement` means the agreement as set out within these terms and conditions you have with us for the provision of occupational health services.
  • `Client` means the person about whom the services have been requested for an examination, health intervention or report.
  • `Charges` means an amount which shall become due and payable by You in respect of the services provided within this agreement.
  • `Commencement` in the case of Health Surveillance services, the date that the provision of services start from
  • `Confidential Information` means the information that is gained during the course of this Contract that may be of commercially sensitive nature to You. This includes your Intellectual Property rights, that if disclosed, would cause You significant commercial disadvantage or material or financial loss. 
  • `Contract` means this service level agreement contract enforceable by law between two or more parties for the doing or not doing of something specified which applies as described in Clause 3. 
  • `Customer or `You`, `Your` means the person, partnership or company who has instructed The-HWC to perform services under this Agreement.
  • `Data Sharing Agreement` meant The-HWC Data Agreement.
  • `Fee` means the amount payable by the Customer for the Services provided by The-HWC.
  • `GDPR` means the General Data Protection Regulations.
  • `Period of Agreement` means the length of your agreement usually beginning with the date we commence work with you and normally runs for twelve months. If You add extra services to an existing Agreement, the period of Agreement for any new services may be less than 12 months, so that we can align your Services so that they all renew at the same time each year.
  • `Renewal Period` means the period of time We will renew your contract for You if You do not end it as described in Clause 12.1
  • `RIDDOR` means The Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013
  • `Services` means the work undertaken by and the documentation provided by The-HWC to the Customer upon the Customer`s instructions.
  • `Service Quote` means the list of services and fees provided at updated from time to time for the Customer.
  • `The-HWC` or `We`, `Us`, `Our` means The Health and Work Consultancy Ltd which is the administrator for and on behalf of The Health and Work Consultancy Ltd for the provision of Our occupational health services.

 

2. Introduction to Your Terms and Conditions

1. We aim to provide You with high quality bespoke occupational health services whose aims are to:

  1. Assist you in managing attendance more effectively by reducing the incidence and length of sickness absence, its subsequent costs and reducing the levels of employer liability claims.
  2. Ensure that where possible, employees are assisted in returning to work after serious and long term illness.
  3. Implement a health promotion programme which meets the statutory requirements within Health and Safety Legislation and best practice.
  4. Aid the organisation in generating policies and procedures that actively manages risk areas such as stress, mental health and musculoskeletal conditions.
  5. Increase employee awareness of health issues, which in turn will encourage employees to make informed choices about their lifestyle and working practices. This will assist them to improve their physical and mental well being and self esteem and will lead to improved working performance.
  6. Emphasise the fact that we care about your employee`s health and welfare at work.

 

 

3. This Contract

1. Your Contract will start with Us, when:

  1. You or We agree (either on the phone, by email, or when you allow us to conduct the work for You) that we will provide You with the Services;
  2. We incur Charges as a direct result of Your instruction (either by phone, by email, or as soon as we instruct consultants, purchase pharmaceuticals, medical equipment or consumables) to provide the Services; or,
  3. From the dates set out in advance for the Period of Agreement.

2. You and We will agree Contract details for each site that we will provide the Services. If you ask us, we will provide OH Services within a further location and add these to this Contract when we agree contract details for that site.

3. If You have not entered into a Contract with us in line with Clause 3.1.1, 3.1.2 or 3.1.3 or if you have entered into a Contract with Us, but We have not agreed contact details for a site, this contract will apply to a site from the date we provide you with the Services.

4. By agreeing to this Contract or agreeing contract details for the Provision of Occupational Health Services, you agree that:

  1. You will provide suitable facilities for the delivery of the Services. See Clause 7.1.1, 7.1.2 and 9.3;
  2. Before We supply you with OH Services under this Contract, you may have to pay any money you owe us; 
  3. We are responsible for the provision of OH services to your business, you agree to provide appointment lists as set out in Section 7.1.3;
  4. You agree to provide time for "rest breaks" or 30 minutes if more than six hours worked;
  5. If You are in a partnership, We may claim money you owe Us under this Contract from You, Your partners or all of you.

 

4. Charges 

1. You agree to pay Us for supplying OH Services and for other Charges which apply under this Contract (such as those described in clause 4.4)

2. Subject to Clause 12, Our prices are set out within Our prices bulletin: we base our prices on the time taken to undertake the Services on Your account with addition of clinician cost, consumables, pharmaceuticals travel cost and profit margin. 

3. We may charge You different prices or ask you to pay in a certain way depending upon the timeliness of previous payments.

4. We may also charge You for extra items that are not set out in Your Contract details. These may include, but are not limited to:

  1. Our reasonable costs that we have when We try to recoup money that you owe us. (when you do not have a genuine reason to disagree that you owe us money)
  2. Our reasonable costs of stopping the provision of OH services with you, For example, storage of patient records, administration for the provision of notes for legal or insurance claims.
  3. Our costs for working onsite during unsocial hours.
  4. Our costs for travel to other sites which have not been previously agreed.
  5. Charges for storage of clinical records off site.
  6. Our reasonable costs if you break any of the terms and conditions of this contract, including costs we have to pay to get back money that you owe us (including administration costs and costs that we have to pay for contacting you to ask you to pay us the money you owe);
  7. Charges incurred for the Cancellation or failure to attend services booked with Us in advance in accordance with those described in Clause 6.
  8. Our reasonable costs if you fail to keep an agreed appointment with us or one of our contractors at a prior arranged OH consultation or Counsellor/ Affiliate appointment.
  9. Our reasonable costs should we incur further working hours because you fail to adhere to our appointment timescales and “rest breaks”.
  10. Our reasonable costs when you wish us to transfer our OH records to another OH provider.

5. We have the right to charge you for extra Services You ask Us for. We will tell you about these before We provide You with the Service.

6. Some of Our prices and other Charges are affected by UK tax or duty, including VAT.

  1. We will charge You VAT on the provision of OH services in accordance with The-HWC VAT policy (available on request)

 

5. Payment Terms

1. We will send You invoices which will be based upon charges to Your account for the provision of OH Services at the agreed site.

2. You must pay the money that you owe Us in full within the timescale shown on the invoice. The timescale commences from the date that the invoice was sent to the time the payment is shown within our bank statement and not beyond this stipulated timescale. 

  1. if You disagree with any amount that we have charged You, You must tell Us why at least five days before You are due to pay Us. 
  2. Even if You disagree with the amount We have charged You, You must pay at least 75% of the full amount shown on the invoice within the timescale that You are due to pay Us.
  3. Once You have told Us that you disagree with the amount we have charged You, We will work with You to sort the problem out.
  4. If we decide that you have no valid reason to disagree with the invoice and you owe us the rest of the money shown on the invoice, you must pay it within 15 days. If We decide We have charged you too much and We owe you any money, We will put the money back into your account as soon as we can. If You disagree with our decision, you can take legal action against Us.
  5. You agree to pay your invoice for amounts which you do not disagree with and for any invoices we send you afterwards.

3. If Your invoice does not reach our bank account within the timescale set out on the invoice, we may among other things we can do under this contract, charge you a fixed sum (Clause 5.4) which is the cost of recovering a late commercial payment and interest (including amounts you do not disagree with) at 8% plus the Bank of England base rate of interest from the date the invoice was due (Clause 5.2) until the date the payment is shown within our bank statement.

4. We will charge the following Fixed fees for the cost of recovering late commercial payments:

  1. Amount of debt up to £999.99 will be charged a fixed fee of £40 
  2. Amount of debt from £1000 to £9999.99 will be charged a fixed fee of £70
  3. Amount of debt from £10000 or more will be charged a fixed fee of £100

5. Fees for late payments, including fixed fees and late payment interest will be invoiced in a separately.

6. If payment of the Fee is not received by any due date, We shall be entitled to:

  1. require that the Customer make payment in advance of any future Services or part of Services; or
  2. not to provide any further Services or part of Services; or
  3. not to provide any reports due on completion of the Services until such payment is made.

 

6. Cancellation Fees

1. We will recover the costs of fees in the event of temporary cancellation of regular onsite contracted services, as stated in clause 4.4 such as where a client has a booked visit under the terms of this contract. This fee will apply even when the service is rescheduled to an alternative date.

2. If You transfer to another OH provider when you have not kept to clause 10.5 or clause 11.3, then the contract will continue to apply, and you will be responsible for any charges or payments under it unless we agree otherwise; and,

3. If your employee fails to attend a pre-arranged appointment at a determined location and time will result in a cancellation fee equal to the full cost of the proposed service. This includes the provision of arrangements that have been previously confirmed either in writing or verbally.

4. If You, or the Client, cancel the provision of the Services that we have agreed in advance either by telephone, or by email. You will be charged at the rates below:

5. Onsite OH Nurse / Technician Services

  1. Cancellation at least 5 working days` notice - no charge
  2. Cancellation more than 48 hours` notice but less than 5 working days` notice - 50% of proposed fee
  3. Cancellation within 48 hours prior to appointment - 100% of proposed fee; and,
  4. Did not attend - 100% of proposed fee

6. OH Physician / Consultant Services

  1. Cancellation at least 5 working days` notice - no charge
  2. Cancellation more than 48 hours` notice but less than 5 working days` notice - 100% of proposed fee
  3. Cancellation within 48 hours prior to appointment - 100% of proposed fee; and,
  4. Did not attend - 100% of proposed fee

7. Pharmaceuticals, Consumables or Medical equipment

  1. Cancellation following receipt of order - 100% of proposed fee
     

7. Provision of The Services

1. Onsite Services

  1. If the provision of OH services means that we have agreed to provide OH services onsite at your premises, the Customer must take reasonable care to provide us with suitable facilities to enable The-HWC to deliver Our Services to a high standard without charge or deduction and will ensure that all applicable legal requirements and standards relating to the Health and Safety of those individuals performing the Services are met and will indemnify Us against any costs arising from any breach of this Clause 7.
  2. Should the Customer fail in any way to perform any of the obligations set out within Clause 6 so as to cause any loss, damage, cost or expense to Us, without prejudice to any other rights which it may have, be entitled to invoice the Customer in accordance with Clause 4 in respect of such loss, damage, cost or expense and the Customer agrees to settle such invoice in full in accordance with Clause 5.
  3. In order to allow us to deliver a high standard of service to your organisation, all care must be taken as far as is reasonably practicable to adhere to the appointment timings within table 1: if they are being arranged on our behalf. We are committed to remain flexible with these timings in order to meet the needs of the service, providing we have given you permission to deviate from those shown within Table 1:

Table 1: Approximate appointment timings

Activity

Time in minutes

BP/BMI/Hip-Waist Ratio

5

Urinalysis

5

Audiometry

20

Lung Function

20

Total Cholesterol and HDL

5

Cholesterol - LIPID PROFILE

5

Total Cholesterol and Glucose

5

Glucose

5

Fitech inc glucose

20

Fitech inc Cholesterol and Cardiac risk

25

Fitech inc Cholesterol and Stress

30

Vision assessment

10

Skin Assessment

10

Hand Arm Vibration (Tier 1)

15

Hand Arm Vibration (Tier 2)

20

Hand Arm Vibration (Tier 3)

60

Vaccination (Workplace and 2 travel appt)

20

Vaccination (Travel- first appointment)

45

Driver`s Medical

45

Mobility

10

Electrocardiograph (ECG)

15

Case Management and report

60

Entry onto the OH system

5

Statistics

5

Vaccination

10

2. Standards of Services

  1. We agree that We will deliver the Services performed under this Contract using appropriately qualified and trained personnel, or contractors with due diligence, working within appropriate professional quality standards at all times.
  2. The Customer understands that We may require an opinion from another healthcare professional (or special investigations) in order to to provide the Services requested. The-HWC has no control over the length of time an opinion may take, but will take all reasonable endeavours in order to support a quick response. Additional opinions or special investigations will only be completed with the consent of the Client.

3. Scrutiny of online health questionnaires

  1. Pre-placement, Night Worker`s Health Questionnaires and inventories are available for Us to scrutinise upon request.
  2. We will only scrutinise information provided by the client on Our documentation where appropriate consents have been provided and when there is a lawful basis to the processing.
  3. No client will be deemed to be medically unfit to work without the opinion of an Occupational Health Physician. If an appointment for assessment with an Occupational Health Physician is deemed necessary following scrutiny of the questionnaire, You will be notified of this. It is for the Customer to decide if they wish to proceed with an Occupational Health Consultation.

4. Vaccination for Occupationally acquired disease

  1. We provide vaccinations on a sale / no return basis. The Customer is therefore liable for all costs including pharmaceuticals, vaccine delivery and travel in accordance within Clause 3.1.2.
  2. Vaccine costings are calculated on the purchase price of the vaccine, time taken to deliver the vaccine safely in accordance with those set out in Table 1 (above) and a vaccine administration rate of no less than 12 employees every two hours.
  3. Should vaccine delivery fall below that at the rate stipulated within Clause 7.4.2, then further costs will be charged at an hourly rate in accordance with Our Services and Fees pricelist.

 

8. Data Protection and Intellectual Property

Data Protection

1. to allow Us to provide the Customer with Occupational Health Services, Personal Data and Sensitive Personal Data relating to clients will need to be shared between the Customer organisation and The-HWC.

2. We will ensure that no personal data will be processed unless the requirements for fair and lawful processing can be met. 

3. We are a Data Controller of information gathered by the Customer and within their domain and are not a Data Processor for the Customer.

4. Utilisation of Our Services requires the Customer to agree to the terms of our Data Sharing Agreement.

5. You shall ensure that the Data Sharing Agreement has all consents or permissions necessary under the Data Protection Act 2018 (DPA) and any other prevailing legislation, including GDPR in pursuance of Your responsibilities as Data Controller for any information prior to disclosing to The-HWC any personal data (including Sensitive Personal Data) relating to Clients and shall comply with Our reasonable directions in relation to ensuring compliance in all aspects of GDPR as outlined within Our Data Sharing Agreement. Reasonable direction would relate to compliance with DPA or GDPR in accordance with documents, codes of practice and Best practice from the Information Commissioner`s Office or other regulatory body.

6. Consent is required by Clients for the performance and delivery of Our Services. In the event that a Client does not engage or consent to the Occupational Health Service offered, including consent for the release of the advisory report or fitness to work statement, the fee for Our Services will still apply, as outlined within Our occupational health price list.

Intellectual Property

6. We recognise Your intellectual property rights and will not take, use, claim ownership, republish, reprint, or generate any content owned by You, including commercially confidential information and trades secrets without the Customer`s written and legal consent. All occupational health staff and Contracted providers will be required to sign a statement to confirm their understanding and adherence to this. 

7. By procuring Our Services, You confirm that You also recognise the intellectual property rights of The-HWC and will not take, use, claim ownership, republish, reprint, or generate and content and commercially confidential information and trade secrets without Our written and legal consent.

 

9. Liability and Indemnity

1. Both The-HWC and the Customer agree that Our liability to the Customer (including any liability for acts of omissions of Our employees, agents or sub-contractors) shall be limited as set out in this Clause.

2. Subject to any other expressed provision elsewhere within this Agreement, Both The-HWC and the Customer will not be liable to each other for any loss of profits, loss of use, loss of production, loss of business, loss of business opportunity, loss of business revenue, loss of goodwill or any claim for consequential loss or for indirect loss of any nature.

3. Both The-HWC and the Customer will ensure that all applicable legal requirements and standards in relation to the health and safety of those individuals performing the Services are met.

4. Both The-HWC and the Customer shall be liable for and will indemnify the other party, its officers, employees and agents against liability, loss, costs, expenses, claims or proceedings whatsoever arising in respect of:

  1. any loss of, or damage to property (whether real or personal); and
  2. any injury to any person, including injury resulting in death, in consequence of or in any way arising out of any negligent act or omission from The-HWC, its employees or agents except to the extent that such loss, damage or injury was caused by any act or omission undertaken in strict accordance with the instructions of the Customer or Client or by any act, omission or negligence on the part of the Customer or Client or any of its employees or agents.
  3. Our liability to the Customer for the death or personal injury resulting from Our own negligence or the negligence of its employees, agents, sub-contractors shall not be limited.
  4. The Customer will be responsible for the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations (RIDDOR) incidents to the enforcing authority within the timescales specified under RIDDOR.

 

10. Complaints

1. If You are unhappy with Our Services and wish to raise a complaint, You should initially raise them with the person with day-to-day conduct of your work, or the person with the overall responsibility for the work.

2. If Your concerns cannot be resolved at that stage, You should set them out in writing within 30 days of receiving the invoice concerning the work and send your concerns to Miss Sarah Jane Mogford (Clinical Governance Director) by email who is responsible for handling any formal complaint made as part of our complaints procedure.

3. Naturally we want to resolve your problem immediately, however if we are unable to achieve this we rectify the problem within reasonable time. Reasonable time will be deemed as 48 hours for problems which may be deemed to cause a significant risk to health and safety, up to 14 days for problems relating to a fundamental service.

4. When you contact us to make a complaint we will apologise; provide you with an explanation and confirm what actions need to be taken – this may include a goodwill gesture or compensation.

5. You will not engage the services of any other professional or Occupational Health Provider Company for the purpose of rectifying any fault associated with the services without getting our expressed written permission first.

6. We will not be liable to pay for any work by another professional or OH provider for remedial work whilst we undertake work under clauses 11.1, 11.2, 11.3 and 11.4 unless we have failed to attend to the complaint within reasonable time.

 

11. Other Information

1. You agree to not attempt to induce, or directly use any contractor, nurse, or doctor used within the delivery of Your Services or employ any member our team. This includes any team members who have left out employment in the previous 12 months without our written permission first.

2. You may not transfer any of your rights or responsibilities under this contact to another person without getting our written permission first.

3. Any notice that We give You, or You give Us must be made in writing either by hand, by first class post, or by email.

  1. You and We will consider notices delivered by hand to have been received when they are delivered.
  2. Notices in writing must be sent to: The Health and Work Consultancy Ltd, Cardiff Medicentre, Heath Park, Cardiff, CF14 4UJ.
  3. If You or We send letters by first class post, You and We will assume that the letters have arrived within two working days of posting them.
  4. You and We will consider notices by email or fax to have been received on the day that they were sent.
  5. If we experience difficulties with the delivery of emails due to factors that are beyond our control (e.g. firewall restrictions applied by the addressee) we will not be responsible for the delay or loss of delivery of the emails.

4. If Your name is not correct on the notice that We send, We will assume You have received it, unless You have provided Us with updated information for Our records in reasonable time.

5. The laws of England and Wales or Scotland apply to this contract, depending on where Your site is located in England, Wales or Scotland.

6. If at any time, We choose not to enforce any part of this contract, this will not stop Us from doing so in the future.

7. If a Court thinks that a part of the contract is not valid, that You and We shall in good faith replace the invalid part with one which reflects as nearly as possible the spirit and intention behind that invalid part of the contact. The rest of the contract will not be affected.

8. We will not tolerate violence, intimidation, bullying, physical aggression or verbal or written abuse towards Our staff and may take legal action and/ or refer any such behaviour to You and / or the police.

 

12. Changes to this Contract

1. We can change the terms of this contract (including price and payment methods) at any time (unless we have agreed otherwise with you). We will let you know in writing if we make a change. If you are not happy with the change, you can end this contract as set out in clause 13.1.

2. If We raise your prices or make a change to this contract that puts You at a significant disadvantage, We will let You know in writing at least 30 days before the change. If You are not happy with the change, You can end this contract as set out in clause 13.1.

 

13. Ending this Contract

1. You may end this contract by giving us notice in writing in line with clause 11.3 at least 30 days, but not more than 60 days before the end of either the end of the period of agreement, or the twelve month period.

2. This contact will end if:

  1. You or We give to the other not less than 30 days` written notice.
  2. If you have failed to adhere to this contract and / or have not remedied such breach within 7 days of receiving written notice of the breach from us.
  3. If you or we become insolvent whether by means of Receivership, Liquidation, or Voluntary Arrangement with Creditors or if you threaten to cease to carry on business.

 

14. Fee for ending the Contract

1. If you agree to transfer your occupational health to another OH provider and you have not ended your contract with us in line with clause 11.3 and 13.1, if we ask you to, you must help us to object to the other supplier about the transfer, by contacting them and explaining that you have not ended the contract with us.

2. If you transfer to another OH provider when you have not kept to clause 11.3 or clause 13.1, then:

  1. the contract will continue to apply, and You will be responsible for any charges or payments under it unless We agree otherwise;

3. We may charge You a fee for the transfer of files to any new OH provider. You must pay this at least 10 days before you transfer to the new OH provider. We will work out the fee in the following way;

  1. Fee for the ending of the contract = £100 + (sum of clause 13.2.1 added to 13.3.1 added to 13.4)
  • £100 is our administration fee
  • The cost of our estimate of the services that we would have provided you if we had supplied it for the whole of the period of agreement, or twelve month period.
  • Sum of Clause 13.3 is £5 per file multiplied by the number of files requiring transfer.

4. If you wish to engage or employ any of our staff, including contractors in any capacity other that directly through us, we will charge you an introductory fee of 100% of the annual fee equal to the pay of the staff member for the preceding 12 months.

 

15. Force Majeure

1. We will not be in breach of this Contract if there is any total or partial failure of performance of Our Services, duties or obligations due to any consequence of any incident that can reasonably expected or be events of extraordinary or overwhelming nature.  These events may include natural causes, a pandemic, fire, act of Government or state war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining raw materials, energy or other supplies, labour disputes of whatever nature.