Practice Agreement - Terms and Conditions

Interpretation
The following definitions and rules of interpretation apply in this agreement.
1. Definitions:
  
  Business Day
  
  a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  
  Clients
  
  those clients/patients making enquiries via Accidentist’s website
  
  Commencement Date
  
  has the meaning given to it in clause 8.
  
  Initial Examination
  
  the initial examination to be undertaken by the Supplier to the Referred Client
  
  Exam Fee
  
  the amount charged to a Referred Client for their Initial Examination, as set by the Supplier but not less than £20
  
  Referral Fee
  
  the sum of £20
  
  Referred Clients
  
  means those clients referred to the Supplier by Accidentist
  
  Payment Provider
  
  Stripe Payments Europe, Ltd.
  
  Services
  
  the services as set out in clause 2.1
  
  Territory
  
  the United Kingdom.
2. Person.
  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
3. Schedules.
  The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
4. Amendments to statutes.
  A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
5. Subordinate legislation.
  A reference to a statute or statutory provision shall include all subordinate legislation made.
6. Writing.
  A reference to writing or written includes fax and e-mail.
7. "Including".
  Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
8. Clauses and schedules.
  References to clauses and Schedules are to the clauses and Schedules of this agreement; references to paragraphs are to paragraphs of the relevant Schedule.
Appointment and Duties
1. Accidentist appoints the Supplier to its panel on a non-exclusive basis as the provider of emergency dental services to the Referred Clients.
2. Accidentist provides no warranties or guarantees to the Supplier that it will refer to the Supplier a minimum number of Referred Clients in any period.
3. The Supplier warrants and undertakes that it will comply with these obligations as set out in Schedule 1 throughout the term of this agreement.
Payment
1. Accidentist agrees that is shall facilitate collecting the Exam Fee from the Referred Client on behalf of the Supplier.
2. Accidentist will deposit the Exam Fee, less the Referral Fee, directly to the Suppliers Payment Provider account, prior to the Initial Examination
3. The Supplier agrees and undertakes not to charge the Referred Client any sum in excess of the Payment for the Initial Examination.
4. Cancellation.
  In the event that the Supplier cancels the appointment for the Initial Examination then the parties agree that the Payment shall not be due.
5. The Referred Client will be entitled to cancel the initial examination appointment with the Supplier as set out in this Clause 3.
6. If the appointment is booked by the Referred Client more than 24 hours from the time and date scheduled for the appointment to take place then the following cancellation provisions shall apply:
  1. If the appointment is cancelled more than 24 hours prior to the appointment time and date a full refund will be made; and
  2. If the appointment is cancelled less than 24 hours prior to the appointment time and date the Referred Client will not be entitled to a refund and Payment will be due to the Supplier.
7. If the appointment is booked by the Referred Client less than 24 hours from the time and date scheduled for the appointment to take place then the following provisions shall apply:
  1. If the Referred Client cancels within 1 hour of the appointment time being confirmed then the Referred Client will be entitled to a refund and the Supplier will not be entitled to Payment; and
  2. If the Referred Client cancels after 1 hour of the appointment time being confirmed then the Referred Client will not be entitled to a refund and Payment will be due to the Supplier.
8. The Supplier will be liable for all fees charged by the Payment Provider, to be billed directly to their Payment Provider account, for processing the Exam Fee including, but not limited to, those levied in the event of a cancellation by either party
Confidentiality
1. Obligations of confidentiality.
  Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, patients, clients or suppliers of the other party except as permitted by clause 4.2.
2. Confidentiality exceptions.
  Each party may disclose the other party's confidential information:
  1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 4; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Limited use of confidential information.
  No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
4. Return of documents and records.
  All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Introducer from the Supplier shall be returned promptly to the Supplier on termination of this agreement, and no copies shall be kept, whether digitally or otherwise
Compliance
1. Compliance.
  Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement.
2. The Supplier further warrants and undertakes that it shall comply with all regulations and obligations as the General Dental Council, the Care Quality Commission, Information Commissioners Office and any other regulatory or supervisory body may impose upon the provision of dental services from time to time.
Data protection
1. Definitions.
  1. Data Protection Legislation:
    all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
2. Compliance.
  Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
3. Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
  1. promptly inform the other party about the receipt of any data subject access request;
  2. provide the other party with reasonable assistance in complying with any data subject access request; and
  3. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
Limitation of liability
1. Unlimited liability.
  Nothing in this agreement shall limit or exclude the liability of either party for:
  1. Death or personal injury. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).
  2. Fraud. Fraud or fraudulent misrepresentation or wilful default.
  3. Unlawful liability restrictions. Any matter in respect of which it would be unlawful to exclude or restrict liability.
2. Limitations of liability.
  Subject to clause 7.1 above:
  1. Loss of profit, revenue, goodwill, or anticipated savings.
    Neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
    1. any loss of profit, sales, revenue, or business;
    2. loss of anticipated savings;
    3. loss of or damage to goodwill;
    4. loss of agreements or contracts;
    5. loss of use or corruption of software, data or information;
    6. any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or
    7. any loss that is an indirect or secondary consequence of any act or omission of the party in question.
  2. Total cap.
    The total liability of either party to the other in respect of all other loss or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £750 (per year) for the entire term of this agreement.
3. No limitations in respect of deliberate default.
  Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
Commencement and duration
This agreement shall commence on the date when it has been signed by all the parties (Commencement Date) and shall continue, unless terminated earlier in accordance with clause 9, until either party gives to the other party 4 weeks' written notice to terminate.
Termination
1. Termination on notice.
  Without affecting any other right or remedy available to it, Accidentist may terminate this agreement with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
  2. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
  3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
  4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  6. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
  7. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
  8. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
  9. the other party (being an individual) is the subject of a bankruptcy petition or order;
  10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; or
  11. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
Consequences of termination
1. Clauses to remain in force on termination.
  On termination of this agreement, the following clauses shall continue in force: clause 1, clause 4 and clause 10 to clause 20 (inclusive).
2. Accrued rights.
  Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
No partnership or agency
1. No partnership or agency between the parties.
  Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
2. No agency on behalf of third party.
  Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Entire agreement
1. Entire agreement.
  This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. No reliance on matters outside agreement.
  Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
3. Misrepresentation and misstatement.
  Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
4. Fraud.
  Nothing in this clause shall limit or exclude any liability for fraud.
Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Assignment and other dealings
This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
No automatic waiver
1. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
2. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Severance
1. Deemed modification or deletion.
  If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
2. Obligation to negotiate compliance amendments.
  If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
Notices
1. Form of notices.
  Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier.
2. Deemed receipt of notices.
  A notice or other communication shall be deemed to have been received:
  1. if delivered personally, when left at the address referred to in clause 17.1;
  2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
  3. if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
3. Exclusions from notice provisions.
  This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include e-mail.
Third party rights
No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales
Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 - Agreement and undertaking from the Supplier

The Supplier undertakes as follows that:

it shall be and ensure that all of its dentists and dental care professionals are registered with the General Dental Council at all times;
all of its dentists and dental care professionals have indemnity or insurance that enables a patient to claim compensation if it was ever necessary;
it is registered with the Care Quality Commission;
all of it clinical staff dealing directly with the Referred Clients have clear enhanced DBS checks;
all clinical staff dealing directly with the Referred Clients and undertaking Exposed Prone Procedures (EPP) are vaccinated against hepatitis B and any clinical staff undertaking EPP who are not so vaccinated should be tested for hepatitis B on an annual basis in order to maintain EPP clearance;
they are duly registered with the Information Commissioners Office as a data processor and/or Data Controller; and
they are appropriately registered with the Health and Safety Executive.