IT IS AGREED THAT:
The following definitions and rules of interpretation in this Clause 1 apply throughout this Agreement.
“TheAgency” means Med Chambers Limited.
“The Customer” means Customer of Med Chambers Limited with home these terms are agreed.
“Additional Charges” means any additional charges of The Agency for the provision of services, of a more complex nature than the Services, which are requested by the Customer and/or any supplementary information requested by the Customer to be obtained from the Expert;
“Agreement” means these Terms and Conditions together with this front sheet, as amended by agreement of the Parties in writing from time to time;
“Charges” means The Agency’ standard fee rates set out in the Schedule 1, as amended from time to time and current at the date of the relevant invoice (plus VAT and any other statutory charges applicable) in respect of provision of the Services in relation to the Individual;
“Claim” means a personal injury claim;
“Clinic” means a clinic conducted by an Expert at a location specified by The Agency at which in excess of ten Individuals referred by the Customer attend;
“Clinic Report” means a Report that is produced after an examination, performed by an Expert, at a Clinic;
“Expert” means any person who is commissioned by The Agency for and on behalf of the Customer with a view to providing medico-legal or other expert reports, in relation to the Individual;
“First Report” means the First Report prepared in respect of the first examination of an Individual or first test of an Individual for noise induced hearing loss or any other first report provided by an expert witness;
“Individual” means the client, of the Customer, making a Claim;
“Instructions” means the initial written instructions supplied by the Customer to The Agency in relation to an Individual;
“Invoiced Charges” means Charges and Additional Charges in relation to the Individual invoiced by The Agency;
“Liquidated Damages” means amount of £5,000.00 (five thousand UK sterling pounds);
“Month” means a calendar month;
“Negative” means does not support a Claim for noise induced hearing loss;
“Parties” means The Agency and the Customer and “Party” shall be construed accordingly;
“Positive” means supports a Claim for noise induced hearing loss;
“Report” means a medico-legal or other report produced by an Expert;
“Settled” means a Claim in relation to which Services have been provided and that has been settled in writing on terms agreed between the Parties, stayed, discontinued, judgment obtained or otherwise resolved by order of the Court or in relation to the provision of medical records which do not lead to an Instruction, a period of 3 months from the delivery of the medical records by The Agency to the Customer;
“Services” means all or any of the provision of Reports, Clinic Reports, an assessment of an Individual’s suitability for rehabilitation treatment via a triage interview or otherwise, provision of physiotherapy and/or or other rehabilitation treatment, assessment for treatment following an Experts recommendation or otherwise, other ancillary services reasonably deemed appropriate, the obtaining of medical records in relation to an Individual and other similar services offered by The Agency;
“Service Levels” means The Agency’ standard service levels from time to time applicable in respect of provision of the Services in relation to the Individual;
“Third Party” means any opponent of a Claim made by an Individual;
“VAT” means value added tax as provided for in the Value Added Tax Act 1994;
“Waive Requests” means the aggregate value of the Invoiced Charges requested to be waived made by the Customer to The Agency in the relevant month;
“Week” means seven consecutive days;
“Write-Off Limit” means the write-off limit percentage set out above of the aggregate value of all invoices (excluding VAT and
other statutory charges) delivered to the Customer by The Agency pursuant to this Agreement in relation to Instructions in respect of which no commission is paid to any party by The Agency, less any sums already written off;
“Write-Off Amount” means in respect of the month in which the Waive Requests occur a sum equal to the aggregate Waive Requests limited to the Write-Off Limit;
“Working Day” means a day when the banks of The City of London, England are open for business.
With effect from the date of this Agreement, the Customer appoints The Agency to provide the Services and The Agency agrees to provide the Services requested in Instructions upon the Terms and Conditions of this Agreement.
OBLIGATIONS OF THE CUSTOMER TO THE AGENCY
The Customer shall provide Instructions in accordance with such form and providing such detail as The Agency shall from time to time advise to the Customer.
The Agency reserves the right to review each Claim on its merits and may decline to accept Instructions in respect of any Claim.
The Agency will not be held responsible for any errors or omissions in the Report in respect of matters not brought to The Agency attention in the Instructions.
The Customer shall supply to The Agency, within a reasonable timescale, any information reasonably requested including confirmation on the first Working Day of each month following the expiry of eighteen (18) Months from the date of the Invoiced Charges that the Claim to which the Invoiced Charges relate continues to have reasonable prospects of success.
The Customer shall not have any right to use any of The Agency names, logos or trademarks on any of its products or services without The Agency’ prior written consent. In the event of the termination or expiry of this Agreement, any licence granted in accordance with this clause shall terminate automatically and the Customer shall immediately deliver to The Agency all material licensed to the Customer pursuant to this clause in its possession or control.
The Customer shall comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
The Customer shall provide The Agency with full contact details for the Individual, together with all other information that the Expert will reasonably require in order to decide whether to contact the Individual to produce the expert witness report.
The Customer shall provide The Agency with the third party insurance details of the case which includes third party name, contact person, contact telephone and fax number and e-mail address and third party reference number, third party name and third party vehicle registration number (if applicable).
The Customer shall pay The Agency the Invoiced Charges as detailed in Schedule 1 along with any additional charges incurred by The Agency.
The Customer shall treat all information forwarded by The Agency in relation to this matter as confidential as between itself, the Supplier and the Customer.
The Customer shall not contact the experts or suppliers of the agency directly, or cause or commission any other person to contact the expert or suppliers of the agency directly during the Restricted Period without prior written consent of a Director of The Agency.
The Customer shall in the event of any breach of Clauses 3.10 and or 3.11 pay within twenty eight days of the breach to The Agency the Liquidated Damages in respect of each and every breach.
OBLIGATIONS OF THE AGENCY TO THE CUSTOMER
The Agency will use reasonable endeavours to provide the Customer with Services of such nature as the Customer shall notify as required in the Instructions. The Customer accepts that The Agency is not an expert witness and no warranty and/or guarantee as to the suitability or content of any Report is given by The Agency.
The Agency shall use reasonable endeavours to procure Services in accordance with the Service Levels. Time periods set out in the Service Levels are for guidance only and subject to the Individual and Expert availability and no guarantee is given by The Agency in relation to such time periods.
The Agency shall use reasonable endeavourers to provide an expert witness report to the Customer within Time Frame and Agreed Cost.
The Agency shall in the event of it not being possible to provide such a report (for example because of non- cooperation or non-contact by the Individual) then to promptly inform the Customer of this fact.
In addition to the Charges, the Customer agrees to pay The Agency for any supplementary information requested from the Expert and any Services of a more complex nature, which will both be charged to the Customer in accordance with the
Additional Charges for that type of Expert.
Subject to the Write-Off Limit not being exceeded, The Agency acknowledges that the Customer shall have the right to write off the Waive Requests in the month in which they are made. The Customer shall notify The Agency in writing of any Waive Request.
The Agency reserves the right not to make any charge for the Individual’s first and / or subsequent cancellation or did not attend charge raised by The Agency and/or the Expert as a result of the Individual failing to attend their first and / or subsequent medical examination with the Expert.
5.4 Subject to Clause 5.3, the Customer remains liable for any charges incurred by The Agency and/or the Expert as a result of the
Individual’s failure to attend the medical examination or cancellation of appointment of viewing or meeting and / or late notification of cancellation of appointment given to The Agency
by the Individual and / or the Customer. Late notice of cancellation is deemed to be any period of less than 48 hours notice prior to the appointment date.
Subject to Clause 5.2 and 6.2 and save as otherwise agreed in writing by The Agency and signed by a Director of The Agency, all amounts due to The Agency in respect of Invoiced Charges shall be paid as per schedule 1 of this agreement.
If the Customer fails to pay any Invoiced Charges within 28 days of the due date calculated pursuant to Clause 6.1, then all amounts then invoiced by The Agency to the Customer that remain outstanding shall become immediately due and payable on written notice from The Agency and The Agency shall be entitled to withhold further credit to the Customer until the Customer’s account is brought up to date.
The Customer undertakes to notify The Agency as soon as reasonably practicable if a Claim in respect of which Services have been provided by The Agency has Settled or otherwise concluded.
Where payment is made by the Customer directly to an Expert or any other Third Party in lieu of or in respect of any fees incurred by The Agency, whether or not re-charged to the Customer, such payment shall not constitute a valid discharge of those fees to The Agency which shall remain payable by the Customer to The Agency.
Neither Party limits its liability for any act and / or omission, liability which may not be limited under the laws applicable in England and Wales.
Subject to clause 7.1, The Agency shall not be liable to the Customer for any direct and/or indirect loss, damage, costs, expenses or other claims for compensation whatsoever which arise out of or in connection with the supply of the Services.
Subject to clause 7.1, Med Chamber’s total aggregate liability arising under or in connection with this Agreement shall not exceed £2,000.
Subject to being lawful and/or as expressly provided in this Agreement, all warranties, conditions or other terms implied by statute or common law are excluded from the terms of this Agreement.
All times agreed between The Agency and the Customer for delivery and provision of the Services are estimates only and The Agency shall not be liable for any consequences of delay.
The prognosis provided in any medical reports or opinion of the expert witness in any other expert witness report for which The Agency receives instruction, solely reflects the opinion and / or judgment of the Expert.
The Agency will provide the professional services outlined in this Agreement with reasonable care and skill. However, The Agency will not be responsible for any losses, penalties, surcharges, interest, or additional tax liabilities arising from the supply by the Customer and or Individual or others of incorrect or incomplete information, or from the failure by the Customer and / or Individual or others to supply any appropriate information or by the Customer and / or Individual’s failure to act on advice or respond promptly to communications from The Agency.
The Parties acknowledge that the costs of quantifying any breach of the Intermediaries obligations under Clause 3.10 and / or 3.11 would be disproportionate to the amount claimed, and that the Liquidated Damages represents a fair assessment of the damages that would be suffered by The Agency in the event of any one breach by the Customer.
The Customer agrees to fully indemnify The Agency against any action, liability, cost or expense arising from the non-payment by the Customer of any sums due under this Agreement including the costs of any legal action necessary to enforce these terms and conditions.
During the term of this Agreement and following termination or expiration of this Agreement, for any reason whatsoever, each Party (“Receiving Party”) undertakes with the other Party (“Disclosing Party”) that it shall:
not disclose the Disclosing Party’s confidential information (including details of this Agreement) (“Confidential Information”) to any other person other than with the prior written consent of the Disclosing Party or in accordance with Clause 8.2 or 8.3 or as may be required by law, court order or any governmental or regulatory authority; and
not use the Confidential Information for any purpose other than the performance of its obligations under this Agreement.
During the term of this Agreement the Receiving Party may disclose the Confidential Information to its employees, clients or advisers to the extent that it is necessary for the purposes of this Agreement. The Receiving Party shall ensure that its employees, clients or advisers to whom it discloses the Disclosing Party’s Confidential Information comply with this Clause 8.
The Agency reserves the right to contact the Individual directly in respect of obtaining information relevant to the Instructions.
The Customer agrees that it will not communicate or otherwise liaise directly with the Expert or suppliers of the agency on any occasion and will refer all correspondence through The Agency other than with the prior written agreement of The Agency on a case by case basis.
The Customer shall have no rights over any information stored within The Agency databases.
The Agency shall be entitled to use information contained in the Instructions for internal statistical purposes provided that such use complies with the provisions of the Data Protection Act 1998 with confidentiality of the Individuals preserved.
This clause 8 shall survive termination of the Agreement.
TERM AND TERMINATION
Subject to Clause 13, this Agreement shall commence upon the date of this Agreement and shall continue for an initial fixed period of twenty four (24) Months (“Initial Term”) and thereafter unless and until terminated by either Party giving to the other not less than three (3) Months prior written notice to expire at any time after the Initial Term.
Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either Party may at any time terminate this Agreement with immediate effect by giving written notice to the other Party if: the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than twenty eight (28) days after being notified in writing to make such payment; the other Party commits a material breach of any material term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if such breach is remediable) fails to remedy that breach within a period of twenty eight (28) days after being notified in writing to do so; 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 is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; the other Party makes any voluntary arrangement with all or any class of its creditors, becomes subject to an administration order or a notice is given for its winding up other than for the sole purpose of amalgamation or reconstruction in such manner that the resulting firm or company effectively agrees to be bound by this Agreement; an encumbrancer of the other Party takes possession or a receiver is appointed over any of the other Party’s property or assets; or the other Party ceases, or threatens to cease, to carry on all or substantially the whole of its business.
Expiry or termination of this Agreement shall not affect any rights, liabilities or obligations of either Party that have accrued before termination of this Agreement and termination shall not affect the continuance in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination of this Agreement or is necessary to continue in force to enable all sums due from the Customer to The Agency to be recovered in full.
Upon termination of this Agreement, pursuant to Clause 9.2, any outstanding sums owed to The Agency by the Customer shall become immediately due and payable by the Customer to The Agency in full. The Customer shall have no right of deduction or set off.
In the event that the cost base of The Agency for delivering reports increases, The Agency shall have the right to propose revised fees to the Customer. In the event that such revised fees are not agreed by the Customer within 5 Working Days of the proposal being made, The Agency may terminate this Agreement by written notice.
Any rights which any third party may seek to assert under The Contracts (Rights of Third Parties) Act 1999 are expressly excluded from this Agreement.
If any provision of this Agreement is or becomes illegal, unenforceable, void or invalid, that shall not affect the legality and validity of the other provisions.
The Agency reserves the right to alter any express or implied term contained herein if required to do so by any change in legislation that postdates the date of this Agreement by notice to the Customer, to such extent as achieves the intention of the Parties without illegality, such change to take effect in respect of any Instructions received after the date of such notice.
The Agency shall be entitled to assign or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the Customer.
The Customer is not entitled to assign or sub-contract any of its rights or obligations under this Agreement without prior written consent of a Director of The Agency.
Neither The Agency or the Customer shall be in breach of its obligations under this Agreement if there is a total or partial failure of performance by that Party caused by any act of God, fire, flood, power failure, reduction in power supplies, mechanical failure, act of government or state, war, civil commotion, insurrection, embargo, strike, lockout, industrial dispute or action taken by the Party or any other person, firm or company in connection therewith or any other reason beyond the reasonable control of the Party.
Any notice to be served on either of the Parties by the other shall be delivered personally or sent by recorded first-class post to the address of the relevant Party set out in this Agreement (or such alternative address as is notified in writing in accordance with this Clause) and shall be deemed to have been received by the addressee if delivered personally, at the time of delivery or if sent by recorded first class post, within forty eight (48) hours of posting, provided it is deemed received on a Working Day. If the day that it is deemed to be received is not a Working Day then it shall be deemed to be received on the next Working Day. Notices shall be deemed to be served if sent by facsimile and/or e-mail.
WHOLE AGREEMENT AND FINAL DOCUMENT
This Agreement (including the Schedule and Additional Charges of The Agency as amended from time to time) 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. 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 mis-statement based on any statement in this Agreement.
Financial terms agreed by both parties in this agreement take precedence over any financial terms set out in any individual instruction letters unless expressly agreed by both parties in writing that the financial terms for an individual instruction will supersede the general terms set out in this contract.
WAIVER AND REMEDIES
No failure or delay by a Party to exercise and no single or partial exercise of 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 preclude or restrict the exercise or further exercise of that or any other right or remedy.
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
This Agreement shall be governed by English law and the Parties consent to the exclusive jurisdiction of the Courts of England.
The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Agreement and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.
In so far as a Party processes (“Processing Party “) any personal data (as defined in the Data Protection Act 1998 (“Act”)) (“Personal Data”) on behalf of the other Party (“Provider Party”), the Processing Party shall: process the Personal Data only on behalf of the Provider Party only for the purposes of performing their obligations under this Agreement; not otherwise modify, amend or alter the contents of the Personal Data or disclose or permit the disclosure of any of the Personal Data to any third party other than as required to perform their obligations under this Agreement and to deliver the Services (as applicable), unless specifically authorized in writing by the Provider Party; at all times comply with the provisions of the Seventh Data
Protection Principle set out in Schedule 1 of the Act.
The Parties shall comply at all times with the Act and shall not perform their obligations under this Agreement in such a way as to cause either Party to breach any of its obligations under the Act.
This Clause 18 shall survive termination of the Agreement.
This Agreement may not be varied except by an agreement in writing expressed to vary this Agreement signed by duly authorized representatives of the Parties.
Clause and paragraph headings shall not affect the interpretation of this Agreement.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and the person’s legal and personal representatives, successors and permitted assigns.
A reference to a statute or a statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
References to clauses are to clauses of this Agreement and reference to a gender is to all genders.
The Parties agree that this Agreement is made on the Terms and Conditions set out above which shall form the contract between the parties.
- Non-Soft Tissue Injury Reports:
Cost and credit terms as invoiced for the service.
- Non Medical reports:
Housing Disrepair and cavity wall insulation claims:
Fees and credit terms set by Medchambers LTD
Fees for Housing disrepair claims and cavity wall insulation reports:
Fees from £1000 + VAT and as invoiced.
All other expert witness reports: As invoiced.
1.1 Twelve (12) months from the date of the invoice for the Invoiced Charges; or
1.2 14 days of:
(a) the Claim to which the Invoiced Charges relate being Settled; or
(b) the Customer receiving any of its costs or any payment from a Third Party; or
(c) the Claim to which the Invoiced Charges relate ceasing to have any reasonable prospect of success and / or in relation to which the Customer has closed its file.
Amendments to Reports – FOC
CPR Addendum – from £50.00 + VAT
MRO Addendum – cost + £30.00 + VAT each
CPR Part 35 Questions – from £100.00 + VAT
MRO Questions – cost + £30.00 + VAT
Standard GP Questions – from £75.00 + VAT
Standard Orthopaedic/other Questions – from £100.00 + VAT
DNA Fee –MedCo GP Examination – Free for first DNA, subsequent DNA fees to be advised at time of appointment
DNA Fee – Consultants – from £150.00 + VAT
Obtaining Medical Records – cost + £30.00 + VAT per set
Rehabilitation and Diagnostics
Triage – from £60.00 (+ VAT if applicable)
Physiotherapy Initial Assessment – from £65.00 (+ VAT if applicable)
Physiotherapy per session – from £60.00 (+ VAT if applicable)
Physiotherapy Discharge Report – from £60.00 (+ VAT if applicable)
CBT Initial Assessment – from £250.00 (+ VAT if applicable)
CBT Per Session – from £160.00 (+ VAT if applicable)
MRI Scans – from £650.00 (+ VAT if applicable) per area
X-Rays – from £105.00 (+ VAT if applicable) per area
SCHEDULE 2: SERVICE LEVELS:
Service Level Agreements (SLA):
Service Level measure
Acknowledgement of Instruction from Solicitor
Within 24 hours of receipt
Contacting the Individual client
An appointment letter to be dispatched within 24 hours of instruction
Instruction of an expert
|Where the accident occurred more than 30 days ago an appointment to be booked to take place within 14 days of receipt of the instruction||
Where the accident occurred less than 30 days ago– an appointment to be booked no earlier than 30 days from the date of the accident and no later than 44
Provision of a GP report to Solicitor from appointment
Instruction to report GP
Where the accident took place > 30 days ago 21 days
Where the accident took place < 30 days ago 51 days
Geographical distance of appointment from home