Terms and Conditions of Business
- Introduction
This Agreement of services specifies the arrangements for the provision of a comprehensive occupational health service to the customer hereafter referred to as the customer, by the OH service York Occupational Health Solutions ltd “York OHS”
IT IS AGREED that:
York OHS shall provide the services for the customer in accordance with the terms and of this Agreement which is a contract for Occupational Health services.
- Interpretations and Definitions
1.1. In these conditions:
“Client” the person about whom the services have been requested for an examination, health intervention or report;
“Commencement” in the case of Health Surveillance services, the date that the provision of services starts from.
“Customer” means the person or entity who has instructed York OHS to perform services under the terms of these conditions;
“Data Sharing Agreement” The York OHS Data Sharing Agreement attached as Schedule 2
“GDPR” The General Data Protection Regulations;
“RIDDOR” The Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013
“Service Level” The service levels as per Schedule 1;
“Service Quote” The list of services and fees provided and updated from time to time for the Customer, which forms part of this contract;
“Management Fee” means the fee payable every 12 months from commencement of services, if applied in your Service Quote;
“York OHS” York Occupational Health Solutions Ltd.
- The Contract
2.1. York Occupational Health Solutions Ltd will be referred to hereafter as York OHS.York OHS Standard Terms and Conditions with Data Sharing Agreement 2018
2.2. These conditions apply between York OHS and the Customer commissioning occupational health services from York OHS, including ad-hoc utilisation of services and/or where an Annual Management Fee has not been applied.
2.3. No variation of or addition to these conditions is effective without the written agreement of both York OHS and the Customer.
- The Work
3.1. York OHS shall carry out the work using professional skill and care in the light of information available to York OHS at the time.
3.2. The Work will be made up of the various services outlined in Clauses 9, 10, 11 and 12 below and as priced in your Service Quote.
3.3. York OHS will use its best endeavours to carry out the work in accordance with any timetable agreed with the customer. York OHS will inform the customer immediately if it becomes apparent that the work will not be carried out in accordance with the timetable and will seek to agree a new timetable with the customer.
- Liability
4.1. The Customer hereby agrees and undertakes to indemnify and keep indemnified York OHS during the Contract and thereafter for and against all damages, loss, claims, demands, expenses, costs and liabilities which York OHS may at any time incur as a result of any negligent breaches by the Customer, its agents or employees.
4.2. While York OHS will use all reasonable endeavours to ensure the Services are provided to a level of skill and care commensurate with that of a reasonably skilled professional in the field of the Services, York OHS will not be held responsible for any consequence arising out of any inaccuracies or omissions unless such inaccuracies or omissions are the result of any negligent act or wilful default on the part of York OHS.
4.3. Except in respect of death or personal injury caused by York OHS negligence, or as expressly provided in these Conditions, York OHS shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contact, for any loss of profit or any indirect, special or consequential loss, damages, costs, expenses or other claims (whether caused by the negligence of York OHS, its employees or agents or otherwise) which arise out of or in connection with the provision of the Services.
4.4. In any event the entire liability of York OHS under these terms and conditions will be limited to one million pounds £1,000,000(GBP).
4.5. York OHS clinical staff are covered by medical malpractice insurance.
4.6. York OHS shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of York OHS obligations in relation to the Services, if the failure or delay was due to any cause beyond York OHS `s reasonable control.
4.7. York OHS shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any fault of the Customer including, without limitation:-
4.7.1. any documents or other materials, and any data or other information provided by the Customer or a Client relating to the Services; or
4.7.2. any instructions or information supplied by the Customer (or its accountants, solicitors or other professional advisers) relating to the Services, which are incomplete, inaccurate, illegible, or arising from their late arrival or non-arrival.
4.8. While York OHS shall use all reasonable endeavours to ensure the accuracy of any third party material used by York OHS in carrying out the Services, York OHS shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from use of such third party material.
4.9. While York OHS shall use reasonable endeavours to ensure the suitability of information sources, including client medical reports from treating clinicians, to be used by York OHS in carrying out the Services, York OHS shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from use of such information sources.
- Confidentiality
5.1. Both York OHS and the Customer agree to keep (and to ensure that their respective employees keep) confidential all information disclosed by either party to the other relating to the contract. This obligation of confidentiality shall apply to information disclosed orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such. Confidentiality extends to information gained
by York OHS about the Customer’s business operations, customers, trading partners and know how.
5.2. The obligation of confidentiality in clause 4.1 will not apply where:-
5.2.1 either party has consented in advance and in writing to disclosure of the confidential information;
5.2.2 that such information becomes public knowledge through no fault of the receiving party provided that the receiving party shall not disclose any such information which is not public knowledge;
5.2.3 the receiving party can show, to the reasonable satisfaction of the other, that such information was already known to the receiving party prior to its being disclosed to them; and York OHS Standard Terms and Conditions with Data Sharing Agreement 2018
5.2.4 the receiving party is required by law to divulge such information to some judicial, governmental or other authority or regulatory body (in which case the receiving party shall do so only to the extent required by law and shall use its best endeavours to ensure that the body in question keeps such information confidential and does not use the same except for the purposes for which the disclosure is made).
- Intellectual Property
6.1 York OHS acknowledge that in the performance of the services, York OHS will become aware of information including knowledge, commercially sensitive information, plans, trade secrets and processes that are the copyright and intellectual property of the Customer and will use all reasonable endeavours to protect those rights of the Customer.
6.2 The Customer acknowledges and agrees that all copyright and other intellectual property rights arising from the Services shall remain the exclusive property of York OHS and may only be copied, reproduced or disseminated with York OHS express prior written consent. This agreement will be reciprocal with the customer.
6.3 The Customer acknowledges and agrees that they will cease to use all materials which are the copyright or intellectual property right of York OHS upon the termination of services however caused.
- Data Protection
7.1 It is recognized that in order for York OHS to provide Occupational Health Services, Personal Data and Sensitive Personal Data relating to clients will need to be shared between the Customer organisation and York OHS.
7.2 York OHS are a Data Controller of information gathered by them and within their domain and are not a Data Processor for the Customer.
7.3 Utilisation of York OHS services requires Customers to agree to the terms of our Data Sharing Agreement which is attached as Schedule 2.
7.4 The Customer shall ensure that it has all consents or permissions necessary under the Data Protection Act 1998 (DPA) and any other prevailing legislation, including the General Data Protection Regulations (GDPR) in pursuance of their responsibilities as Data Controller for that information prior to disclosing to York OHS any personal data (including sensitive personal data) relating to Clients and shall comply with York OHS`s reasonable directions in relation to ensuring compliance in all respects with the GDPR as outlined in the York OHS Data Sharing Agreement. Reasonable direction would relate to compliance with the DPA and GDPR in accordance with Guidance, documents, Codes of Practice and Best Practice as may from time to time be released by the Information Commissioner’s Office or other such body.
7.5 Consent is required by clients for the performance and delivery of Occupational Health interventions. In the event that a client does not engage or consent to the York OHS Standard Terms and Conditions with Data Sharing Agreement 2018 consultation process, including consent for the release of an Occupational Health report, the fee for OH services will still apply, as outlined in your Service Quote.
8 Medical Records
8.1 York OHS maintain medical records, as professionally required in the pursuance of the provision of Occupational Health services.
8.2 York OHS have a process for the transfer of medical records to and from another Occupational Health provider at the commencement or cessation of services, in accordance with industry guidance. Such transfers will require both Occupational Health providers to co-operate and comply with professional standards.
8.3 Where records are being transferred from York OHS to another provider, the cost of delivery by secure means such as courier service will be met by the Customer.
8.4 Access to medical records, such as Subject Access Requests are managed by York OHS, unless otherwise advised by the Customer.
8.5 GP and Specialist Medical Reports
8.5.1. On occasions a medical report is required from a GP or Specialist in order to give complete and accurate advice to the customer.
8.5.2 The Customer agrees to pay York OHS any costs relating to third party services, including GP and Specialist reports and tertiary specialist fees where such services are required, in the view of York OHS, in order to provide good medical advice.
Services
- Single OH Nurse appointments
9.1. Single appointments for OH Nurse services can be offered at the customer site.
9.2. The fee for single appointments is as outlined in the Service Quotation, where applicable.
9.3. Appointments will be offered after the receipt of a correctly completed referral form, where applicable.
9.4. We will use our best endeavours to appoint as soon as is practicable and in accordance with the service level
9.5. Referral documents and supplementary information needs to be shared in accordance with our Data Sharing Agreement.
9.6. It is the Customer’s responsibility to ensure that the appointment details are notified to the client.
9.7. Charges applicable for a change or cancellation of an appointment are as follows where times exclude Saturday, Sunday and Public Holidays:
9.7.1. If the notification is more than 3 days no fee will be due to York OHS for the changed or cancelled appointment.
9.7.2. If this notification for a change or cancellation is less than 3 days then the full fee will still be due.
9.7.3. If a client fails to attend their appointment without cancellation this will be subject to a non- attendance fee equivalent to the full fee.
- Ad-hoc on-site nurse clinics
10.1. Services delivered by nurses may be provided at a Customer site upon request. Requests for service can be made by telephoning or emailing.
10.2. If your Service Quotation does not include Occupational health services, an additional Service Quotation will be provided.
10.3. Non cancellation of nurse clinics unless in cases of staff illness or events with out the reasonable control of York OHS.
10.4. Your Service Quote shows the rates applicable to on-site work.
10.5. Where on-site services are requested, it is the Customer’s responsibility to ensure employees are notified of the appointment details.
10.6. When on-site services are requested, the customer is responsible for the provision of suitable premises in which to conduct the services.
10.6.1. A private room which cannot be seen into from the outside (screening measures can be used) and where consultations cannot be overheard. Cleanliness and adequate heating and lighting is required and the room should be available for use throughout the scheduled time period, without interruption.
10.6.2. A table and 2 chairs (3 if clients are to be accompanied).
10.6.3. For noise health surveillance, background noise must be at a low enough level sufficient for the effective provision of audiometry screening tests.
10.6.4 Facilities for hand washing / toilets.
10.7. No fees are to be levied against York OHS for the use of premises for this purpose.
10.8. When on site, York OHS staff will abide by all Health and Safety instructions given by
the site controller who will usually be the Customer.
10.9. The cancellation fees applicable to on-site work are as follows with calculations excluding Saturday, Sunday or Public Holidays:
10.9.1. More than 10 days notice attracts no fee.
10.9.2. Less than 10 days and more than 5 days notice attracts a half fee.
10.9.3. 5 or less days attracts a full fee.
- Pre-placement and Night Worker assessment
11.1. Pre-placement and Night worker questionnaires can be scrutinised by York OHS upon request.
11.2. York OHS will only scrutinize information provided by subjects on York OHS documentation where appropriate consents have been given to that processing.
11.3. A fee will be charged for each questionnaire received.
11.4. No subject will be deemed to be medically unfit without an Occupational Health Physician consultation.
10.5. If an Occupational Physician consultation is deemed necessary following York OHS scrutiny of the questionnaire, the Customer will be notified of this. It is for the Customer to decide if they wish to proceed with an OH consultation in which case, the usual referral process and fees will be required as for other Occupational Physician consultations.
10.6. Our service level for the processing of completed questionnaires is:
10.6.1. 5 working days where we are able to complete scrutiny based on the information available.
- Occupational Physician Appointments
12.1. Appointments will be offered after the receipt of a correctly completed referral form. We will use our best endeavours to appoint as soon as is practicable and in accordance with the following service level:
12.2. Service levels relate to the offer of an appointment with any of our Occupational Physicians and the Customer acknowledges that if continuity of an OH Physician is required, events such as illness or annual leave of a particular OH Physician may impact on the waiting time.
12.3. Referral documents and supplementary information supplied by the Customer needs to be shared in accordance with our Data Sharing Agreement.
12.4. It is the Customer’s responsibility to ensure that the appointment details are notified to the client.
12.5. Charges applicable for a change or cancellation of an appointment are as follows where times exclude Saturday, Sunday and Public Holidays:
12.5.1. If the notification is more than 3 days no fee will be due to York OHS for the changed or cancelled appointment.
12.5.2. If this notification for a change or cancellation is less than 3 days then the full fee will still be due.
12.5.3. If a client fails to attend their appointment without cancellation this will be subject to a non-attendance fee equivalent to the full fee.
- Management Fees
13.1. Your Service Quote outlines if an Annual Management Fee is applicable for the provision of your services. Annual Management Fees only apply to Health Surveillance programs. This can be discussed depending upon contract requirements.
13.2. The Management Fee is invoiced at the commencement of Health Surveillance services and annually thereafter.
13.3. The services included in your Annual Management Fee are outlined in your Service Quote, if applicable.
13.4. There is no refund of the Annual Management Fee in the event of termination of the contract by the Customer before 12 months since the last Annual Management fee was invoiced.
- Term and Termination
14.1. Where no Annual Management Fee has been charged, the term of this agreement is for the period from referral to conclusion of delivery of each individual service referral.
14.2. Where an Annual Management Fee has been applied, the term of this contract is for 12 months from the ‘Date of Commencement’ and is renewable annually. York OHS Standard Terms and Conditions with Data Sharing Agreement 2018 apply thereafter unless the Customer provides 2 months’ notice of termination. In this case:
14.2.1. Either party may terminate this agreement by giving two months notice to the other party.
14.2.2. In the event that termination notice is given by York OHS, the balance of the Management Fee will be refunded to the Customer.
- Business Continuity
15.1. In the event that York OHS is unable to deliver services within the Service Levels:
15.1.1. York OHS will use all reasonable endeavours to re-establish full services as soon as possible and will provide reduced service meanwhile.
15.1.2. York OHS will provide regular updates on our re-establishment plan.
15.1.3. York OHS will provide ongoing OH advice to manage acute issues and prioritize cases based on risk, in discussion with the Customer.
15.2. In the event of transfer of the OH services to another OH provider, York OHS will, upon notice, provide an exit plan and use reasonable endeavours to manage the transition of the service to the new provider. The exit plan will include:
15.2.1.1. A list of OH records held
15.2.1.2. Transfer of OH records in accordance with industry professional guidance
15.2.1.3. Health surveillance risk registers transferred
- Occupational Ill Health
16.1. Clinicians at York OHS may identify cases of work-related ill health following single OH consultations or as part of a Health Surveillance program.
16.2. All cases of suspected Occupational ill-health will be notified to the employer through a consented OH report following consultations as well as recommendations for further action.
16.3. Where a reportable condition under RIDDOR has been identified by an Occupational Physician, this will be notified to the Customer, with consent, in the form of an OH report.
16.3.1. It is the Customer’s responsibility to make a statutory report under RIDDOR in these circumstances.
- Fees
17.1. All fees quoted in the Service Quote are exclusive of VAT. VAT will be charged in accordance with the tax rules which are issued by HMRC if applicable.
17.2. The fees due will be as per your Service Quote.
17.3. If in connection with the work any member of York OHS is later called upon to give evidence or expert opinion in court, including an Employment Tribunal, on behalf of the customer, the Customer shall reimburse York OHS with its full costs and expenses.
- Payment
18.1. The customer will pay the invoice in full, including any amount shown in respect of VAT within 30 days of the date of invoice.
18.2. No payment will deem to have been received until York OHS is in cleared funds.
18.3. If payment is not made by the due date, York OHS shall be entitled without limiting any other rights that it may have to charge interest on the outstanding amount (both before and after judgment) at the rate of 2% above base rate from time to time of the Bank of England accruing daily from the due date until the outstanding amount is paid in full.
- General
19.1. Except where this Contract expressly provide otherwise, any subsequent modifications, additions, or deletions to the Services, (or their content) will only have effect if agreed in writing between the parties.
19.2. Any notice required or permitted to be given by either party to the other under this Contract shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
19.3. No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
19.4. This Contract constitutes the entire agreement between the parties and supersede any previous agreement or understanding between the parties. In the event of conflict between these Conditions, these Conditions shall prevail. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
19.5. If any provision of this Contract is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Conditions and the remainder of the provision in question shall not be affected.