SOMERSET GP LOCUMS LTD. TERMS & CONDITIONS FOR PRACTICES

This agreement is made between Somerset GP Locums Ltd (“The Company”) and the practice (“Practice”).

IMPORTANT NOTES:        

SGPL does not employ any Locums and Locums are neither employees nor workers of SGPL. SGPL is not an employment business and does not supply agency workers.  Locums introduced by SGPL are self-employed contractors (either personally or via their own personal service companies). It is your responsibility to enter into a direct contract for services with each Locum with whom you engage.

Your specific attention is drawn to clause 11 which sets out the extent of SGPL’s liability and our limitations of liability.

1.

Acceptance of Terms and Conditions

1.1

The Practice will be deemed to have accepted and agreed to these Terms and Conditions, which will prevail over any other terms put forward by the Practice when any of the following events occurs:

1.1.1

the Practice requests SGPL to supply details of a Locum available for any Assignment; and/or

1.1.2

SGPL supplies details of an available Locum to the Practice; and/or

1.1.3

a Locum begins an Assignment for the Practice.

2.

Definitions

2.1

In these Terms and Conditions:

Administration Services: any administrative services that SGPL agrees to provide to you from time to time;

Affiliate: means, in relation to a Party, any person that Controls, is Controlled by, or is under common Control with that Party;

Agreement: means the agreement containing these Terms and Conditions;

Assignment: means the period during which a Locum performs services or carries out work for or on behalf of the Practice, beginning when the Locum first reports to the Practice to take up duties (or, if earlier, the commencement of such work or services by the Locum) and ending on the cessation by the Locum of all such work or services.

Claims: has the meaning given in clause 11.5;

Control: means, in relation to a Party, direct or indirect beneficial ownership of more than 50% of the share capital, stock or other participating interest carrying the right to vote or to the distribution of profits of that Party, as the case may be, and Controlled shall be construed accordingly;

Engage(s) (or Engagement or Engaged): means the engagement of a Locum by or on behalf of the Practice.

Fee(s): means the fees payable by the Practice to SGPL resulting from the Engagement of one or more Locum(s) at the rates agreed in writing between the Practice and SGPL from time to time, or if no separate written agreement, as set out in the SGPL standard price list as updated from time to time;

Locum: a person introduced by SGPL to the Practice to work temporarily for the Practice, as a Locum Tenens on a self-employed basis;

Losses: has the meaning given in clause 11.5;

Parties: means SGPL and the Practice, and Party will mean either one of them;

Personal data: means any information relating to a living individual who can be identified, directly or indirectly, in particular by reference to:

(a) an identifier such as a name, an identification number, location data or an online identifier, or

(b) one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of the individual;

Practice: means any person, firm or company operating a medical practice who approaches SGPL with a view to seeking the introduction of a person to act as a locum general practitioner;

Services: means the introduction to the Practice by SGPL of Locums and the booking of such Locums for the Practice, together with such other ancillary services provided by SGPL to the Practice;

SGPL: means Somerset GP Locums Limited, a company registered in England and Wales under company number 05661672, and whose registered office is at Blackdown House, Blackbrook Park Avenue, Taunton, Somerset, TA1 2PX;

3.

Services provided by SGPL

3.1

SGPL will provide the Services to the Practice in consideration of the Practice paying the Fees to SGPL, subject to these Terms and Conditions.

3.2

Following notification from the Practice that they are seeking to book a Locum for a period of time or for certain sessions, SGPL will take reasonable steps to make Locums aware of the requirements of the Practice.  Whilst SGPL has a large network of potential Locums the Practice acknowledges that the Locums are not employees of SGPL and are not under SGPL’s control.  As such, SGPL does not warrant, represent, or undertake to find a suitable Locum for each opportunity notified to it by the Practice.

4.

Agreement between Locum and the Practice

4.1

The Practice acknowledges and agrees that:

4.1.1

SGPL is not an employment business and does not supply agency workers;

4.1.2

Locums introduced by SGPL are self-employed contractors (either personally or via their own personal service companies); 

4.1.3

Locums are not employees or workers of SGPL and are not agency workers;

4.1.4

Locums are not under the supervision, direction, or control of SGPL and are free to provide services to whomsoever they choose.

4.2

All services provided by a Locum to the Practice and the payment of all fees to the Locum shall be governed by the terms of a separate agreement made directly between the Practice and the Locum (or their nominee as the case may be).  SGPL shall not be a party to this agreement and shall not have any obligations under it. It shall be the responsibility of the Practice and the Locum to ensure that an appropriate contract for services is put in place between the Practice and the Locum for the provision of services by the Locum for the Practice.

5.

Qualification of Locums

5.1

SGPL obtains and maintains in respect of each of the Locums with which it Engages, copies of identification and National Insurance number, copies of CVs and written references, General Medical Council number and registration to the NHS England Performers List, Enhanced Disclosure & Barring Service (DBS) certificate number and ensures registration to the Update Service, NHS Smartcard number and NHS email address, immunisation history (pertaining to hepatitis B, measles, rubella, and varicella), Medical Defence Organisation (MDO) membership policy number, and relevant qualifications and authorisations (Compliance Documents). SGPL takes all reasonable steps to check and verify the Compliance Documents on a regular basis but cannot accept liability for the accuracy of any Compliance Documents that have been provided to SGPL fraudulently.

5.2

SGPL will following notification of an Engagement provide to the Practice copies of the Compliance Documents, to the extent required by the Practice.

6.

Fees and payment

6.1

The Practice will pay SGPL the Fees in respect of each Engagement of a Locum.

6.2

For the avoidance of doubt, all sums payable by the Practice to a Locum pursuant to the agreement between SGPL and the Practice will be made directly by the Practice to the Locum, or as otherwise agreed between the Practice and the Locum.

6.3

The payment of the Fees will be made by the Practice to SGPL within 14 days of the date of SGPL's invoice in respect of the amounts specified in the invoice.  Electronic payment is preferred, and our invoices will contain bank account details.

6.4

If the Practice cancels an Assignment after confirming the Assignment with SGPL and /or the Locum, the Practice will pay the Fee as if the Assignment had taken place.

6.5

All amounts stated are exclusive of VAT and any other applicable taxes, which will if applicable be charged in addition at the rate in force at the time the Practice is required to make payment.

6.6

If the Practice does not make a payment by the date stated in an invoice or as otherwise provided for in these Terms and Conditions, then SGPL will be entitled:

6.6.1

to charge interest (both before and after any judgment) on the outstanding amount at the rate of 8% a year above the base lending rate of Barclays Bank plc, accruing daily;

6.6.2

to require the Practice to pay, in advance, for any future Services; and

6.6.3

not to perform any further Services; and

6.7

When making a payment the Practice will:

6.7.1

quote relevant reference numbers and the invoice number;

6.7.2

notify SGPL by email or other means when a payment has been made so that this may be attributed to the correct account.

7.

No direct dealing

7.1

The Practice undertakes to SGPL that neither the Practice nor the Affiliates of the Practice shall at any time after the introduction of a Locum to the Practice (an “Introduced Locum”):

7.1.1

approach an Introduced Locum to provide locum services to the Practice or any Affiliate of the Practice, other than via SGPL or with the consent of SGPL;

7.1.2

engage an Introduced Locum to provide locum services to the Practice or any Affiliate of the Practice, other than via SGPL or with the consent of SGPL.

7.2

If the Practice Engages any Introduced Locum as a Locum, either directly or indirectly (other than through SGPL), the Practice will:

7.2.1

immediately notify the Engagement to SGPL; and

7.2.2

pay to SGPL a Fee calculated on the same basis as if the Engagement had occurred through SGPL.

7.3

The Practice undertakes to act in good faith towards SGPL and shall not knowingly take any action with the intention or effect of the Practice avoiding the payment of Fees to SGPL in respect of Introduced Locums.

8.

Practice’s obligations and acknowledgements

8.1

The Practice will:

8.1.1

specify its exact requirements by providing full details of the role for the required Locum including:

(a) any special qualifications required for such work;

(b) the location of surgery;

(c) the period of time, number of hours and/or number of sessions for which a Locum is required.

9.

Performance of Locums

9.1

The Practice acknowledges that SGPL is not responsible for the performance of Locums.  Notwithstanding this, SGPL wishes to take all reasonable steps to ensure that the Locums with whom it works, are reliable and suitable.  To enable this:

9.1.1

the Practice will notify SGPL if a Locum fails to fulfil an Assignment for any reason;

9.1.2

subject to any obligations of confidentiality, the Practice will notify SGPL without delay if it has reasonable grounds to believe that a Locum is unsuitable for an Assignment or if the Practice receives any complaints in relation to a Locum.

10.

Data protection

10.1

The Parties will comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and/or other applicable data protection legislation.

10.2

SGPL will, before passing Personal Data relating to any Locum to the Practice:

10.2.1

inform the Locum that the Practice will be holding the Locum’s Personal Data; and

10.2.2

provide the Locum with a copy of the Practice’s data protection privacy notice.

10.3

The Practice will:

10.3.1

provide Locums with information about how their Personal Data will be processed, including:

(a) the purpose of the processing and the legal basis for it;

(b) if the basis for processing the legitimate interests of the Practice or SGPL, what those legitimate interests are;

(c) any recipients of the Personal Data; and

(d) the period for which the Personal Data is retained (or the criteria used to determine that period);

10.3.2

co-operate fully with SGPL in order to enable SGPL to comply with its obligations under applicable data protection legislation;

10.3.3

implement and maintain appropriate technical and organisational measures against unauthorised and unlawful processing of Personal Data and against accidental loss and destruction of or damage to Personal Data;

10.3.4

immediately upon notification by SGPL, take all appropriate action to enable SGPL to properly comply with any request from a data subject in relation to access to and/or rectification or erasure of Personal Data;

10.3.5

immediately notify SGPL of any data breach relating to Personal Data about which the Practice becomes aware;

10.3.6

not process and/or transfer, or otherwise directly or indirectly disclose, any Personal Data in or to countries outside the United Kingdom; and

10.3.7

immediately provide such evidence of its compliance with the obligations under this Clause 10 as SGPL may from time to time reasonably request;

11.

Indemnities and liability

11.1

SGPL will make reasonable efforts to ensure that the Locums with which it works hold the necessary levels of qualification for the requirements of the Practice, however, the Practice accepts and agrees that SGPL gives no warranty as to the suitability of any Locum for any Assignment. The Practice shall be responsible for assessing the suitability of any Locum.

11.2

Neither SGPL nor any of its staff will be liable to the Practice for any loss, injury, damage, expense or delay incurred or suffered by the Practice or the patients or stakeholders of the Practice arising directly or indirectly from or in any way connected with the introduction of a Locum to the Practice or with any failure by SGPL to introduce a Locum for all or part of any period for which the Practice is seeking to book a Locum unless such loss, damage, costs or expenses are the direct result of the negligent acts or omissions of SGPL. In particular, but without limitation, SGPL will not be liable for any loss, injury, damage, expense or delay arising from, or in any way connected with:

11.2.1

any failure of the Locum to meet the Practice's requirements for all or any of the purposes for which the Locum is required by the Practice; or

11.2.2

any act or omission of a Locum, whether wilful, negligent, fraudulent, dishonest, reckless, or otherwise;

11.2.3

any loss, injury, damage, expense, or delay suffered by a Locum.

11.3

Except in the case of death or personal injury caused by SGPL's negligence, the liability of SGPL under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever will not exceed the Fee(s) paid or due to be paid by the Practice to SGPL under this Agreement. The provisions of this clause 11.3 will not apply to clause 11.5.

11.4

Neither Party will be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs, or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this clause 11.4 will not apply to clause 11.5.

11.5

The Practice will indemnify and hold harmless SGPL from and against all Claims and Losses arising from loss, damage, liability, injury to SGPL, its employees and third parties, by reason of or arising out of:

11.5.1

any loss, injury, expense, or delay suffered or incurred by a Locum, however, caused; and/or

11.5.2

any loss, injury, damage, expense, or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Locum, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; and

11.5.3

any loss, injury or delay suffered or incurred by SGPL as a result of any act or omission of the Practice that arises directly or indirectly out of or is in any way connected with the relevant Assignment, any information supplied by the Practice to SGPL or the Practice's breach of these Terms and Conditions. Claims will mean all demands, claims, proceedings, penalties, fines, and liability (whether criminal or civil, in contract, tort or otherwise); and Losses will mean all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.

11.6

Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law. Nothing in this Agreement excludes liability for fraud.

12.

General

12.1

Force majeure: Neither Party will have any liability under or be deemed to be in breach of its obligations for any delays or failures in performance which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances will promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

12.2

Amendments

12.2.1

Except as provided in clause 12.2.2, no amendment or variation of the Agreement between the Practice and SGPL will be valid unless confirmed as agreed, in writing, by an authorised signatory of each Party.

12.2.2

SGPL shall be entitled to update these Terms and Conditions from time to time. Any updated terms and conditions shall take effect between the Parties on the date ten business days after the Practice has received a copy of the updated Terms and Conditions.

12.3

Assignment: SGPL may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement. The Practice shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of SGPL.

12.4

Entire agreement: This Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations, or understandings between them relating to the subject matter. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.

12.5

Waiver: No failure or delay by SGPL in exercising any right, power or privilege under the Agreement will impair the same or operate as a waiver of the same nor will any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in the Agreement are cumulative and not exclusive of any rights and remedies provided by law.

12.6

Agency & Partnership: This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party's behalf.

12.7

Severance: If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

12.8

Interpretation: In this Agreement unless the context otherwise requires:

12.8.1

words importing any gender include every gender;

12.8.2

words importing the singular number include the plural number and vice versa;

12.8.3

words importing persons include firms, companies, and corporations and vice versa;

12.8.4

references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;

12.8.5

reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;

12.8.6

any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

12.8.7

the headings to the clauses and paragraphs of, and schedules to, this Agreement are not to affect the interpretation;

12.8.8

any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by-law made under that enactment; and

12.8.9

where the word ‘including’ is used in this Agreement, it will be understood as meaning ‘including without limitation’.

13.

Notices

Any notice to be given under this Agreement must be in writing, signed by or on behalf of the Party giving it and must be sent to:

13.1

in the case of SGPL;

Jayne Mills

16 Yew Tree Close

Corse

Gloucester

GL19 3SQ 

Email: hello@somersetgplocums.com; and

13.2

in the case of the Practice, the last postal and/or email address to which SGPL has sent correspondence to the Practice.

14.

Applicable law and jurisdiction

The validity, construction and performance of this Agreement are governed by English law and will be subject to the exclusive jurisdiction of the English courts to which the Parties submit.

15.

Third parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.