HCML Service Provider Terms and Conditions

1.1 These are the terms and conditions on which we, HCML, are willing to enter into a service level agreement with you, a service provider, to provide services to our clients referred by commercial customers such as insurance companies, legal providers, employers and occupational health providers.

1.2 “HCML” is the trading name of Health & Care Management Limited (Company Number 04702271) which is a company incorporated in England & Wales and whose registered office is Interchange, 81-85 Station Road, London CR0 2RD, UK.

1.3 Our service providers are practitioners, treatment providers and other support service providers which are contracting with us pursuant to an HCML vetting form completed by the service provider and confirmed by HCML by email (“Vetting Form”) which expressly incorporates these Terms and Conditions (“T&Cs”).

1.4 The following definitions apply to these T&Cs:

1.4.1 “Agreement” means the Vetting Form referred to in clause 1.3 together with these T&Cs (as amended from time to time in accordance with these T&Cs) and the Pricing agreed between the parties by email;

1.4.2 “Clients” means the individual(s) referred by HCML to the Service Provider for the provision of treatment or other support services;

1.4.3 “Customer” means the organisation paying fees to HCML for services including those provided by the Service Provider for HCML’s Clients;

1.4.4 “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (“DPA 2018”) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party;

1.4.5 “Data Controller, Data Processor, Personal Data and Special Category Data” shall have the meanings set out in the Data Protection Legislation;

1.4.6 “Disclosure and Barring Service” or “DBS” Means the body corporate to whom the Secretary of State has delegated his functions under Part V of the Police Act 1997 in relation to applications for criminal record certificates and enhanced criminal record certificates as established by section 87(1) of the Protection of Freedoms Act 2012;

1.4.7 “Force Majeure Event” means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable;

1.4.8 “Pricing” means the pricing agreed between the parties by exchange of email correspondence;

1.4.9 “Service Provider” means, you, the service provider referred to clause 1.3 which has completed and returned the Vetting Form;

1.4.10 “Services” means the treatment or related support services provided by the Service Provider as more particularly set out in HCML’s email of instruction.

1.5 In this Agreement the following rules of interpretation apply (except expressly stated otherwise):

1.5.1 a reference to persons includes individuals, corporations, and unincorporated bodies or associations that are recognised at law (whether or not having separate legal personality and irrespective of their jurisdiction of origin, incorporation or residence);

1.5.2 any reference to a statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under it as from time to time amended, consolidated or re-enacted;

1.5.3 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes letters and emails;

1.5.4 “working day” means a day when the clearing banks in the City of London are open for business;

1.5.5 “party” means HCML or the Service Provider;

1.5.6 In the event of any conflict of terms between the Pricing, the Vetting Form and these T&Cs, the conflict shall be resolved giving precedence in that aforesaid order.

1.5.7 The expression “HCML”, when used in these terms and conditions, shall mean and include HCML as defined in clause 2.1 and all other Group Companies (meaning in relation to HCML, HCML itself, its subsidiaries, any holding company or parent company of HCML and any subsidiary of any such holding company or parent company as such terms are defined in section 1159 of the Companies Act 2006; (if any).

2.1 HCML hereby appoints the Service Provider as a non-exclusive provider of the Services. The Service Provider agrees to provide such Services directly to Clients in accordance with the terms of this Agreement.

2.2 When the Service Provider’s Pricing is agreed by HCML, HCML shall return a copy of the Vetting Form to the Service Provider by email, at which point HCML shall confirm agreement to the Service Provider’s engagement in accordance with these T&Cs (“Commencement Date”).

2.3 The Agreement shall remain in force subject to the right for either party to terminate this Agreement by giving the other party 30 days written notice. Following service of any notice of termination from HCML, HCML may suspend the provision of the Services required by the Service Provider, but otherwise the Service Provider shall complete the provision of the Services to Clients referred prior to the date of termination.

2.4 HCML shall not be obliged to provide any minimum volumes of Clients to the Service Provider and there shall be no minimum payment to the Service Provider other than the fees as properly incurred in accordance with clause 4. The Service Provider confirms it is not restricted in working with HCML and shall inform HCML if any restrictions or exclusive arrangements are implemented with other customers which would prevent HCML from referring Clients to the Service Provider.

2.4.1 “Agreement” means the Vetting Form referred to in clause 1.3 together with these T&Cs (as amended from time to time in accordance with these T&Cs) and the Pricing agreed between the parties by email;

2.4.2 “Clients” means the individual(s) referred by HCML to the Service Provider for the provision of treatment or other support services;

2.4.3 “Customer” means the organisation paying fees to HCML for services including those provided by the Service Provider for HCML’s Clients;

2.4.4 “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (“DPA 2018”) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party;

3.1 HCML has agreed with its Customers to refer and arrange certain services to be supplied by service providers such as yourself directly to Clients, and not through us. You are therefore not a sub-contractor of HCML. However HCML is responsible to Customers for making sure Service Providers provide the Services in accordance with minimum standards and that we undertake appropriate due diligence on each Service Provider (“Minimum Requirements”).

3.2 The Service Provider agrees that it will meet the following Minimum Requirements at all times throughout the period of this Agreement:

3.2.1 The Service Provider has the necessary ability, resources, facilities, qualifications and integrity to carry out the Services to professional standards required in its industry;

3.2.2 The Service Provider has appropriate policies and procedures in respect of data protection, information security, anti-bribery and corruption, modern slavery, vetting and screening;

3.2.3 The Service Provider holds appropriate insurance cover in place which covers the Services and the Service Provider will deal with any complaints about the Services in accordance with its professional or industry obligations;

3.2.4 All details and confirmations provided by the Service Provider to HCML in the Vetting Form are true and accurate in all material respects and the Service Provider agrees to comply with the requirements set out in such form. Please notify HCML promptly if any of such details change.

3.3 The Service Provider agrees to provide the Services in accordance with the following Minimum Standards:

3.3.1 using reasonable skill, care and diligence;

3.3.2 using appropriately experienced, qualified and trained professional staff in the UK who must be registered with the relevant authority or regulatory body that applies to the Service Provider’s profession or industry;

3.3.3 ensuring the availability of all the premises, facilities and equipment reasonably necessary to deliver the Services;

3.3.4 in accordance with any timescales or deadlines agreed with HCML’s case manager;

3.3.5 subject to HCML’s Supplier Code of Conduct available at www.hcml.co.uk/policies-compliance/; and

3.3.6 in compliance with all applicable laws and regulations

3.4 The Service Provider warrants and represents that any details provided by it to HCML at the initial on-boarding or the last detailed audit and including but not limited to Clinician information, Clinic location, Clinical governance information, Corporate governance information and Health & Safety information (“Operational Information”) is true and accurate in all material respects.

3.5 The Service Provider agrees not to provide any additional services or Services for which the cost is different from the original HCML referral instruction unless it has been authorised by the appropriate HCML case manager or other authorised representative of HCML, such authorisation to be evidenced in writing

3.6 The Service Provider will for the duration of this Agreement conduct and maintain enhanced DBS checks for all clinical practitioners.

4.1 In consideration of the Service Provider providing the Services, HCML shall pay the Service Provider’s fees set out in the Pricing plus any applicable VAT (“Fees”). In some cases HCML may request that the Customer pays the Service Provider directly, if agreed between the parties

4.2 The Fees are inclusive of all other costs or expenses. No additional costs or expenses may be charged by the Service Provider without the express prior written authority of HCML.

4.3 HCML will pay the Service Provider properly incurred Fees within 30 days of receipt of an invoice if no bona fide dispute is notified to the Service Provider by HCML.

4.4 The Fees exclude VAT. The parties acknowledge that the Services supplied within this Agreement are not currently subject to VAT. In the event that a change in the law or guidance from HMRC results in any of the Services under this Agreement being subject to VAT, past or present, both parties will co-operate fully with each other and HMRC as required so as to comply with any changes. The Service Provider will pass on in full to HCML any changes in fees resulting from a variation to levels of VAT, but this change may not be applied retrospectively.

5.1 The parties acknowledge and accept that:

5.1.1 In respect of the Services supplied by the Service Provider to Clients, the professional and statutory duty of care to the Client is between the Service Provider and the Client;

5.1.2 A Client who receives Services from the Service Provider becomes a client of the Service Provider in the ordinary course. Accordingly, all applicable laws regarding the supplier/customer relationship shall apply as between the Service Provider and the Client;

5.1.3 If the Service Provider undertakes additional Services without the prior approval of HCML (even in a situation where the additional service is reasonably incurred), HCML cannot guarantee that the Service Provider’s additional fees will be paid unless the Service Provider seeks HCML’s prior written approval.

5.2 If complaints are received by the Service Provider about the Services, the Service Provider shall notify HCML within 1 working day of receipt of the complaint.

5.3 If complaints are raised by a Client in respect of Services supplied by the Service Provider to that Client, they will be referred by HCML to the Service Provider to deal with and respond, and HCML will facilitate contact between the relevant parties in this respect and thereafter cease to be involved save that the Service Provider agrees, subject to its professional duties, to notify HCML of the outcome of the complaint in order that HCML can manage our contractual relationship with the Customer.

6.1 Both parties acknowledge that the relationship between Data Processor and Data Controller in respect of Data Protection Legislation is determined by the factual relationship between them, however for the avoidance of doubt, it is the intent of the parties that each party shall be a separate Data Controller.

6.2 The parties undertake to each other that whenever processing (i) the other party’s Personal Data shared under this Agreement or (ii) its own Personal Data to be shared with the other party, each party will:

6.2.1 comply fully with the provisions of the Data Protection Legislation;

6.2.2 take all appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data, and against accidental loss or destruction of, or damage to, the same;

6.2.3 each identify one or more specified and lawful bases for processing data (and where such data is Special Category Data to ensure that one or more of the conditions in Article 9 of the UK GDPR are met), and will not process Personal Data shared under this Agreement in any matter incompatible with that purpose;

6.2.4 will not process Personal Data shared under this Agreement for marketing purposes;

6.2.5 not, by its acts or omissions, deliberately or negligently cause the other party to breach its respective obligations under the Data Protection Legislation;

6.2.6 ensure that Personal Data is adequate, relevant and not excessive in relation to the purpose or purposes for which it is processed;

6.2.7 ensure that Personal Data is accurate and up to date;

6.2.8 take every reasonable step to ensure inaccurate Personal Data or Special Category Data is rectified or erased;

6.2.9 notify the other party where it identifies that inaccurate Personal Data has been shared with the other party; and

6.2.10 comply with the rights of data subjects under the Data Protection Legislation and take reasonable steps to assist the other party in complying with those rights.

6.3 Where either party collects Personal Data or Special Category Data which it subsequently wishes to transfer to the other party it shall ensure all of the following prior to such transfer:

6.3.1 All fair processing or privacy notices have been given to the data subject;

6.3.2 Where required under Data Protection Legislation, valid consent has been obtained from the data subject, and such consent has not been withdrawn;

6.3.3 The data subject has not exercised their right to object to processing which would preclude such a transfer.

6.4 Each party undertakes not to transfer Personal Data shared under this Agreement outside of the UK except where under the circumstances permitted in the Data Protection Legislation (and the Supplier shall notify HCML in writing where it intends to do so).

6.5 Each party agrees to nominate a Data Sharing Contact who will be contacted in the event of any notification required under this Agreement.

6.6 In respect of Personal Data shared under this Agreement, each party agrees to:

6.6.1 notify the other party without undue delay and in any case within one working day of any actual or suspected Personal Data Breach involving, or suspected to involve, Personal Data shared under this Agreement; and to take any reasonable steps to assist in the investigation, limitation and resolution of any such Breach;

6.6.2 notify the other party without undue delay and in any case within one working day on receiving any Information Commissioner’s Office (or other Supervisory Agency) correspondence relating to Personal Data shared under this Agreement;

6.6.3 notify the other party without undue delay and in any case within one working day of receiving a request by any data subject to exercise their rights under the Data Protection Legislation with respect to Personal Data shared under this Agreement, or where such request might apply to Personal Data shared with or processed by the other party.

7.1 HCML and the Service Provider will keep confidential, both before and after the expiry or termination of this Agreement, all information of the other party obtained under or in connection with this Agreement (the “Confidential Information”) and will not (except as provided for in Clause 7.2 below) disclose any of that information to any third party without the prior written consent of the other.

7.2 Each party will be entitled, but only to the extent reasonably necessary, to disclose the Confidential Information or any part of it:

7.2.1 To its officers, employees, sub-contractors, agents, insurers or professional advisers to the extent necessary to enable it to perform (or to cause to be performed) or to enforce any of its rights or obligations under this Agreement subject in each case to the party making the disclosure ensuring that the person(s) in question keep the Confidential Information confidential and do not use it except for the purposes for which the disclosure is made; or

7.2.2 To the extent it is required to do so by law or by any public, quasi-governmental, supervisory or regulatory authority or any court or tribunal; or

7.2.3 To the extent that the Confidential Information has, except because of breach of this Agreement or other duty of confidence, become publicly available or generally known to the public at the time of the disclosure; or

7.2.4 To the extent that it has obtained the Confidential Information from a third party who is not in breach of any obligation or confidentiality to the other party.

8.1 Each party (the “First Party”) undertakes and warrants to the other party that:

8.1.1 It shall comply with all regulatory requirements, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Anti-Bribery Requirements”);

8.1.2 It shall not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

8.1.3 It shall have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Anti-Bribery Requirements and clause 8.1.2, and will enforce them where appropriate;

8.1.4 It is not nor has it (nor has any of its Affiliates (as defined below) or associated persons) currently or has been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence or alleged offence under the Bribery Act 2010, and no such investigation, inquiry or proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

8.2 For the purposes of this clause 8:

8.2.1 The meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5), 6(6) and 8 of that Act respectively;

8.2.2 A person associated with a party includes but is not limited to any subcontractor, agent or representative of that party; and

8.2.3 “Affiliate” means in relation to each party, means and includes each holding company and each subsidiary of such holding company (excluding the party in question). In this definition “subsidiary” and “holding company” shall have the meanings given to them in section 1159 of the Companies Act 2006 (and for the purposes of the membership requirement in section 1159(1)(b) and section 1159(1)(c) a company shall be treated as a member of another company even if its shares in that other company are registered (i) in the name of its nominee, or (ii) in the name of a person (or the nominee of that person) who is holding the shares as security).

9.1 In performing its obligations under the Agreement, the Service Provider shall and shall ensure that each of its sub-contractors, agents and representatives shall:

9.1.1 comply with all applicable laws, statutes and regulations in force from time to time relating to anti-slavery including but not limited to the Modern Slavery Act 2015; and

9.1.2 take reasonable steps to ensure that there is no modern slavery or human trafficking in the Service Provider’s or its sub-contractors, agents or representatives’ supply chains or in any part of their businesses.

9.2 The Service Provider represents and warrants that neither the Service Provider (nor any of its officers or employees) or other persons associated with it:

9.2.1 has been convicted of any offence involving slavery and human trafficking; and

9.2.2 having made reasonable enquiries, to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking.

9.3 The Service Provider shall implement due diligence procedures for its own suppliers, subcontractors and other participants to ensure that there is no slavery or human trafficking in its supply chains.

9.4 The Service Provider shall notify HCML as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with this Agreement.

9.5 The Service Provider shall implement a reasonable system of training for its employees to ensure compliance with the principles of the Modern Slavery Act 2015 and the prevention of modern slavery or human trafficking.

9.6 The Service Provider represents, warrants and undertakes that it conducts its business in a manner that is consistent with the principles of the Modern Slavery Act 2015.

10.1 The parties agree that the Service Provider is an arms length service provider engaged by HCML to provide Services directly to Clients. Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture between the parties, or constitute any party the agent of another party, or authorise any party to make or enter into any commitments for on behalf of the other party.

10.2 The Service Provider is permitted to engage and instruct third parties relating to the provision of the Services (as a sub-contractor, agent or arms’ length contractor) save that the Service Provider shall remain solely responsible and liable to HCML for the acts and omissions of such third parties and for ensuring that the third parties carry out the Services in accordance with the terms of this Agreement. The Service Provider may not otherwise sell, assign, sub-licence, delegate, transfer or otherwise dispose of, whether directly or indirectly, any of its rights or obligations under this Agreement without the prior written consent of HCML.

10.3 Subject to clause 10.2, no party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this Agreement to the surviving party in a merger of that party into another entity or in an acquisition of all or substantially all its assets. No assignment becomes effective unless and until the assignee agrees in writing to be bound by all the assigning party’s obligations in this Agreement. Except to the extent forbidden in this Section 10.3, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

10.4 If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, that shall not affect or impair the legality, validity or enforceability of any other provision of this Agreement.

10.5 No waiver by any party of any breach or non-fulfilment by another party of any provision of this Agreement shall be deemed to be a waiver of any subsequent or other breach of that or any other provision of this Agreement and no failure to exercise or delay in exercising any right or remedy under this Agreement shall constitute a waiver thereof. No single or partial exercise of any right or remedy under this Agreement shall preclude or restrict the further exercise of any such right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

10.6 If any illegal, invalid or unenforceable provision of this Agreement would be legal, valid or enforceable if some part or parts of it were deleted, such provision shall apply with the minimum deletion(s) necessary to make it legal, valid or enforceable.

10.7 The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

10.8 This Agreement constitutes the entire agreement between the parties, and supersedes all previous promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

10.9 This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner unless the same has been recorded in writing and signed by a duly authorised signatory of each party.

10.10 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the primary email address used for the parties’ correspondence. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

10.11 Any notice or communication shall be deemed to have been received (i) if delivered by hand, on signature of a delivery receipt; (ii) if sent by pre-paid first-class post or other next working day delivery service, at the time recorded by the delivery service; (iii) if sent by email, at the time of transmission (provided no failure delivery notice is issued), or, if this time falls outside business hours in the place of receipt, when business hours resume. ‘Business hours’ means 9.00am to 5.00pm on a working day. A “working day” means a day when the clearing banks in the City of London are open for business.

10.12 This Agreement, any non-contractual obligations arising out of or in connection with this Agreement and the relationship between the parties, shall be governed by and interpreted in accordance with the laws of England and Wales; and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.