Business Day. A day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Charges. The charges payable by the MP for the supply of the Services in accordance with clause 5.2.
Contract. The contract between the Introducer and the MP for the supply of Services in accordance with these Terms and Conditions.
Cover letter. The cover letter sent to or attached to the Contract by the Introducer dealing with the Charges and any other matters relating to the Services.
Intellectual Property Rights. Patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Introducer. London International Patient Services Limited registered in England and Wales with company number 10111760 based at 5 Devonshire Place, London W1G 6HL
Medical Information. Medical records of the Patient and any other medical information associated with the Patient.
Medical Provider (MP). A doctor or medical consultant, as well as hospitals, clinics and other healthcare professionals such as (but not limited to) a nurse, physiotherapist, psychologists etc. who will be providing medical treatment, diagnostics or investigations and any other medical services or treatment related services to the Patient required in each individual case.
Party. Includes the Introducer and the MP.
Patient. A person receiving medical treatment from an MP as a result of the Services.
Patient Sponsor. An organisation or body that will be responsible for payment of MP medical treatment provided and includes (but is not limited to) governments (embassies), companies sponsoring international patients and insurance providers that cover patients for international treatment.
Patient Referral Sources. Medical repatriation companies, medical travel/tourism agencies and other referral sources including (but not limited to) international hospitals/clinics and medical professionals such as Doctors, Physiotherapists, nurses etc.
Services. The Introducer is to act as an introduction/co-ordination agent between the MP and the Patient or the Patient Sponsor or the Patient Referral Sources in relation to a Patient requiring medical treatment in the UK. The Introducer will source and refer the Patient to the MP and the MP will provide medical care to the Patient. For the avoidance of doubt the Introducer is not providing medical or other treatments itself and the “Services” do not include medical or other treatments.
a. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
b. Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms
c. A reference to writing or written includes fax and email.
2. Supply of Services:
2.1 The Introducer shall supply the Services to the MP acting as introduction, co-ordination or referral agent between the MP and the Patient or Patient Sponsor or Patient Referral Sources.
2.2 The Introducer shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which materially affect the nature or quality of the Services, and the Introducer shall notify the MP in any such event.
2.3 For the avoidance of doubt nothing in this Contract shall be construed as creating a relationship of employer/employee between the Introducer and the MP.
3. MP’s obligations
3.1 The MP Shall:
a. Quote and invoice the Introducer for the services provided to the Patient by the MP within 30 days of the provision of each medical intervention including (but not limited to) any intervention, procedure or consultation provided by the MP (which invoice amount shall be agreed with the Introducer and not changed without the prior written consent of the Introducer) and, for the avoidance of doubt under no circumstances is the MP to directly invoice the Patient or the Patient Sponsor;
b. not disclose to the Patient or the Patient Sponsor any quotes or invoices provided by the MP to the Introducer in all matters relating to the MP’s services or the Services.
c. co-operate with the Introducer in all matters relating to the MP’s services and the Services;
d. provide the Introducer with such information and materials as the Introducer may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
e. obtain and maintain all necessary licences, permissions approvals and consents which may be required for the provision of services by the MP to the Patient, Patient Sponsor or Patient Referral Sources before the date on which the Services are to start including any required registration with the Care Quality Commission.
f. not be entitled to hold the Introducer responsible for any acts or omissions of the Introducer if they result from or are caused by any information provided by the MP which is not complete and/or accurate in all material respects.
g. indemnify the Introducer on written demand for any costs, losses or liabilities sustained or incurred by the Introducer arising directly or indirectly from the MP‘s acts or omissions including any default.
h. for the duration of the Contract and for such time thereafter as the Introducer may require (not being less than six years) maintain in force with a reputable insurance company medical negligence, professional indemnity, public liabilities and employers liability insurance to cover the liabilities that may arise under or in connection with the Patients, Patient Sponsors or Patient Referral Sources and shall at the Introducer’s request produce appropriate insurance certificates and evidence of premiums paid.
4. Introducer’s obligations:
4.1 Where the Patient is self-funding, the Patient is responsible for paying the Introducer in respect of the MP’s invoices/quotes and the Introducer shall be responsible for collecting payment from such Patient as agent for the MP in accordance with the MP’s invoices/quotes for the work which shall be carried out by MPs, prior to the Introducer authorising the MP to carry out any such work, which will include (but shall not be limited to) medical treatment, investigations or any other medical services or treatment related work, as shall be required in each individual case.
4.2 The Introducer shall be responsible as agent for the MP for collecting the payment following the MP’s completion of medical treatment / investigations / services to Patients who have a Patient Sponsor from the Patient Sponsor where such sponsored Patients are in possession of a letter of guarantee (LOG) from a Patient Sponsor. For the avoidance of the doubt, the Introducer shall only collect the payment from the Patient Sponsor in relation to specific medical services or treatment related services identified in the LOG.
4.3 For the avoidance of the doubt, the Introducer shall not be responsible for or liable for any MP’s fees / charges associated with any MP services to Patients and or Patient Sponsors or Patient Referral Sources where the Introducer is not able to collect such payments having acted reasonably in trying to do so.
4.4 Time shall not be of the essence of the performance of the Services unless expressly agreed in writing.
5. Chargers and payment:
5.1 The MP’s charges and the Charges for the Services shall be on a following basis:
a. Only after having been paid directly by the Patient or Patient Sponsor, or other person the Introducer shall pay within 30 days of receipt the amounts due and owing to the MP in accordance with an undisputed invoice (and where such invoices have been agreed in writing by the Introducer) , sent to the Introducer by the MP less any amounts due and payable to the Introducer including in particular those amounts as set out in Clause.
b. For the avoidance of doubt any further medical care after any original intervention, including (but not limited to) any follow-up appointments and further procedures or interventions, provided by the MP to the Patient shall be invoiced by Introducer acting as agent for the MP and shall be paid for pursuant to this clause.
5.2 The Charges shall:
a. Be as set out in the Cover Letter and shall be payable by the MP if payment is not received by the Introducer in accordance with Clause 5.1 and the Patient or Patient Sponsor or other person pays the MP direct. Invoices shall be paid within 30 days of the date of the invoice and in full and cleared funds to a bank account nominated in writing by the Introducer and for the avoidance of doubt time for payment is of the essence of the Contract. If payments are not made by the due date the Introducer may charge interest on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. For the avoidance of doubt all payments shall be paid in full without any deduction or withholding except as required by law and no credit, set-off or counterclaim can be made.
b. if the MP does not invoice the Introducer within 30 days of the provision of each intervention in accordance with Clause 3.1 a. or if the MP invoices the Patient or the Patient Sponsor instead of invoicing the Introducer then in respect of each such intervention there will be deducted an amount equal to 20% of amount due and owing to the MP for each such intervention.
5.3 All amounts payable under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract, any such additional amounts in respect of VAT shall be chargeable.
6. Intellectual property rights. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Introducer.
7. Limitation of liability:
7.1 Nothing in this Contract shall limit or exclude the Introducer’s liability for death or personal injury caused by its negligence.
7.2 For the avoidance of doubt the Introducer shall not be liable for the services provided by the MP to the Patient, Patient Sponsor or Patient Referral Sources including any act or omission of the MP or those employed or engaged by the MP including negligent medical care or for the Patient or Patient Sponsor’s or Patient Referral Source failure to pay the charges which may be due to the MP in accordance with Clause 4. The Introducer’s liability shall be limited only to the provision of the Services (being an introduction of the MP to the Patient or Patient Sponsor and co-ordination of the introduction and referral process.) in accordance with this Clause 7.
7.3 The Introducer shall not be responsible for any disclosure of the Patient’s Medical Information by the MP to any third party.
7.4 Subject to Clause 7.1 the Introducer shall not be liable to the MP whether in contract, tort, (including negligence, breach of statutory duty or otherwise) for any loss of profit (whether indirectly or directly incurred) or any indirect or consequential loss arising under or in connection with the Services and this Contract.
7.5 Subject to Clause 7.1 the Introducer’s total liability to the MP in respect of all losses, costs and liabilities arising under or in connection with the Services and this Contract whether in contract, tort (including negligence), breach of statutory duty or otherwise is limited to the value of the Charges received by the Introducer.
7.6 Except as set out in this Contract all warranties, conditions and other terms implied by statute or common law are to the extent permitted by law excluded from the Contract.
7.7 This Clause 7 shall survive termination of the Contract.
8.1 Without limiting its other rights or remedies or for obligations it may have already incurred, for payments or charges which are or which become due and payable either Party may terminate the Contract by giving the other Party 1 months’ written notice.
8.2 Without limiting its other rights or remedies or otherwise as set out in Clause 8.1, either Party may terminate the Contract with immediate effect by giving written notice to the other Party if:
a. the other Party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that Party being notified in writing to do so;
b. the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
c. the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
d. the other Party’s financial position deteriorates to such an extent that in the terminating Party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
8.3 Without limiting its other rights or remedies, the Introducer may suspend provision of the Services under the Contract or any other contract between the MP and the Introducer if the MP becomes subject to any of the events listed in clauses 8.2 a. to 8.2 d. above or the Introducer reasonably believes that the MP is about to become subject to any of them.
9.1 Force majeure. Neither Party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.
9.2 Assignment and other dealings:
a. The Introducer may (acting reasonably) at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
b. The MP shall not, without the prior written consent of the Introducer, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
9.3 Confidentiality and Data Protection:
a. Each Party undertakes that it shall not at any time during the Contract, and for a period of 1 year after termination of the Contract, disclose to any person any information of a confidential nature concerning the business, personal details, affairs, MPs, clients or suppliers of the other Party, except as permitted by clause 9.3 b. below.
b. Each party may disclose the other Party’s confidential information:
i. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the Party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other Party’s confidential information comply with this clause 9.3; and
ii. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
c. Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under the Contract.
d. The Introducer and MP acknowledge their respective obligations arising under the Data Protection Act 1988, the Human Rights Act 1988 and under the common law duty of confidentiality and will use their reasonable endeavours to assist each other as necessary to enable compliance with those obligations. At the request of the Introducer the MP shall take such reasonable steps as are necessary to assist the Introducer in complying with its obligations to any public authority in connection with the Freedom of Information Act 2000.
9.4 Entire agreement:
a. This Contract 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.
b. Each Party agrees that it 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. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
9.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
9.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
a. waive that or any other right or remedy; or
b. prevent or restrict the further exercise of that or any other right or remedy.
9.7 Severance. If any provision or part-provision of the Contract 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 the Contract.
a. Any notice or other communication given to a Party under or in connection with the Contract 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, commercial courier, fax or email.
b. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 9.8 a. above; 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
c. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
9.9 Third parties. No one other than a Party to the Contract shall have any right to enforce any of its terms.
9.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
9.11 Jurisdiction. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.