TERMS AND CONDITIONS OF SUPPLY OF SERVICE

This document (together with the documents referred to in it) sets out the terms and conditions on which we supply: –

1 health screening;
2 vaccines;
3 health care related training courses;
4 occupational services;
5 any other service offered by us from time to time to you.

Please read these terms and conditions carefully. You should understand that by ordering any of our services, you agree to be bound by these terms and conditions.
You should retain a copy of these terms and conditions for future reference. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any services from us.

1. INFORMATION ABOUT US

1.1 Insight Health Screening Limited (“IHS”) is a company registered in England and Wales under registered number 06992046 and whose registered office is at Suite A Britannic House, Coed D’Arcy, Llandarcy, Neath, SA10 6JQ

2. INTERPRETATION

2.1 In these conditions of supply the following words will (unless the context otherwise requires) have the following meanings:
“Client” the individual company, academic institution, hospital, NHS Trust, firm, body or any representative thereof or any other person who submits an Order to IHS to purchase the Services.
“Conditions” the conditions set out below and overleaf.
“Contract” the contract between IHS and the Client for the supply of the Services comprising these Conditions and any documents referred to in them.
“Materials” those specimens and other items which may include, without limitation, the patient request cards, wet specimens, pre-prepared slides and tissue embedded paraffin wax blocks, supplied by the Client to IHS in respect of the performance of the Services.
“Order” the Clients request for Services.
“Party” the Client or IHS; “Parties” means the Client and IHS.
“Personal Data” any data compiled and/or processed by IHS pursuant to this Contract which identifies a living individual.
“Proposal” the written proposal (if any) prepared by IHS on the basis of its understanding of the Clients request for Services, outlining the Services to be provided by IHS including a quotation in respect of the fees for the Services, submitted by IHS to the Client prior to the Services being undertaken.
“Published List Price” IHS standard list prices in respect of the Services which can be obtained by request from IHS.
“Report” the diagnostic report following review by IHS pursuant to the requested Services.
“Services” the lifestyle screening assessments: –
1 health screening;
2 vaccines;
3 health care related training courses;
4 occupational services;
5 any other service offered by us from time to time to be provided by IHS under the Contract identified more fully within the Order and such other services which IHS provides, or agrees to provide, to Client.
“Writing” includes email and facsimile transmission.
“Working Day” Monday to Friday except Bank Holidays and other public holidays (but the definition of “Working Day” does not preclude the carrying out of the Services on weekends, evenings, nights and Bank Holidays.

2.2 Any reference in these Conditions to “writing” or cognate expressions includes a reference to facsimile transmission, email or comparable means of communication.

2.3 The headings are for reference only and will not affect the interpretation of these Conditions.

2.4 IHS reserves the right at any time without liability to correct any clerical, typographical or other similar errors or omissions made by it.

2.5 References to statutes or statutory instruments shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

3.  APPLICATION OF TERMS

3.1 Subject to clause 3.3, the Contract shall be on these Conditions and they will govern the provision of the Services to the exclusion of all other terms and conditions (including any terms or conditions which Client purports to apply under any purchase order, confirmation order, specification or other document).

3.2 No terms, conditions or warranties endorsed upon, delivered with or referred to or stipulated or contained in any purchase order or other similar document delivered or sent by the Client to IHS will form part of the Contract.

3.3 No variation to, waiver of or addition to these Conditions or any representation about the Services will have any effect unless it is expressly agreed in writing and contains a specific reference to these Conditions. Client acknowledges that it has not relied on any statement, promise or representation made or given by, or on behalf of, IHS which is not set out in the Contract. Nothing in this clause shall limit or exclude IHS’s liability for fraudulent misrepresentation.

3.4 Should there be a conflict between any of the provisions of these Conditions and the provisions of a Proposal (if any), the provisions of these Conditions will prevail.

3.5 IHS shall provide the Services when such Services are Ordered by the Client from time to time (in accordance with 4 herein) upon the terms and conditions in this Contract and in consideration of the fees payable by the Client.

3.6 The Client shall have obtained any necessary consents and permissions required for this Contract to be valid and binding upon the Client and the person placing any Order with IHS shall have ostensible authority to bind the Client in accordance with the terms of this Contract (including, without limitation, those obligations concerned with payment).

3.7 IHS shall supply and deliver the Services in accordance with the description of the services included hereto as Schedule 1 and the Proposal (if any).

3.8 The Client acknowledges and accepts IHS’s Requirements which are fully detailed within Schedule 1 hereto.

4. DELIVERY

4.1 The Client shall provide IHS with an Order for the Services in writing. A written Order by the Client to IHS will be deemed to be an acceptance by the Client of the purchase of Services subject to these Conditions.

4.2 Any times specified or agreed by IHS for the delivery of the Services are given in good faith but are an estimate only. If no time is specified or agreed by IHS the Service will take place within a reasonable time. IHS will not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Services.

4.3 Unless expressly agreed otherwise, IHS shall supply Reports, where applicable, by one of the following mechanisms, courier, post, facsimile transmission to the Client’s nominated contact and secure facsimile number or e mail. The Client shall provide IHS with all relevant contact details prior to the commencement of the Services.

5.  THE SERVICES AND THE CLIENTS OBLIGATIONS

5.1 The Client:
i shall comply with all applicable laws and regulations in respect of its possession of and/or use of Materials and Reports;
ii has obtained all necessary ethical permissions and consents in connection with:
(a) Its submission of the Orders to IHS; and
(b) IHS’s use of Materials

5.2 In the event that the Client requests IHS to repeat Services for any reason, Client will be required to meet any additional costs associated with such repeat work.

6.  PRICE AND PAYMENT

6.1 Unless expressly agreed otherwise in writing by IHS, the Services are supplied by reference to the prices identified in the Proposal prepared and submitted by IHS to the Client in respect of the Services.

6.2 IHS may invoice the Client for the Services at any time.

6.3 The Client shall pay the fees for the Services upon receipt of invoice from HIS.

6.4 All fees are exclusive of VAT, which sum shall be added to the invoice and shall be payable by the Client.

6.5 No payment will be deemed to have been received until IHS has received the payment in full in cleared funds.

6.6 In the event of change of the booked date for a request for Services IHS will do all it can to accommodate such a request. In the event of cancellation then if cancellation is made in writing more than 5 days before the arranged date no repayment is due. In the event of a change of booking which cannot be accommodated cancellation within 5 days of the arranged date then full fee shall be due from the Client.

6.7 Time for payment will be of the essence of the Contract and the Client will indemnify IHS against all expenses and legal costs (on a solicitors Client basis) incurred by IHS in recovering overdue amounts.

6.8 All payments payable to IHS under the Contract will become due immediately on termination of this Contract despite any other provision of these Conditions.

6.9 The Client will make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by IHS to the Client.

6.10 If the Client fails to pay IHS any sum due pursuant to the Contract then, without prejudice to IHS’s other rights and remedies, Client shall pay interest at 3% to IHS on such sum from the due date for the payment at the statutory rate from time to time in force accruing on a daily basis until payment is made in full (whether before or after any judgement).

7.  WARRANTIES

7.1 IHS warrants (subject to the provision of this clause 7) that the Services will be performed:
i safely and with reasonable care and skill;
ii using properly qualified and experienced persons; and
iii in accordance with English law.

7.2 If any of the Services do not conform with the warranties set out in clause 7.1 IHS will at its option and cost re-perform such Services or refund the price of such Services at the pro rata contract rate.

7.3 Save for the warranty given by IHS at clause 7.1, all warranties, conditions and other terms (whether implied by statue or otherwise) are, to the fullest extent permitted by law, excluded from this Contract.

8. LIMITATION OF LIABILITY

8.1 Nothing in these Conditions excludes or limits the liability of IHS for fraudulent misrepresentation or for any death or personal injury caused by IHS’ negligence.

8.2 Subject to clause 7 and clause 8.1 IHS will not be liable to the Client in contract, tort (including, without limitation, negligence), misrepresentation or otherwise for any:
i economic loss of any kind (including, without limitation, loss of use, profit, anticipated profit, business, contracts, overhead recovery, revenue or anticipated savings);
ii any damage to the Client’s reputation or goodwill; or
iii any other special, indirect or consequential loss or damage
(even if IHS has been advised of such loss or damage) arising out of or in connection with the Contract.

8.3 Subject to the provisions of clause 7 and clause 8.1, and 8.2 IHS’ total liability in contract, tort (inducing, without limitation, negligence), misrepresentation or otherwise arising out of or in connection with this Contract (a “Default”) will be limited to the price paid or payable in respect of the Services (or the relevant part of the Services) to which the Default relates.

8.4 The provisions of this clause 9 shall survive the termination or expiry (for whatever reason) of this Contract.

9.  MATERIALS

9.1 IHS will not be liable for any breach by Client of any applicable laws and regulations including, without limitation, Client’s failure to obtain any necessary permissions and approvals.

9.2 IHS will not be liable for any loss or damage to the Materials unless such loss or damage arises as a direct result of IHS negligence. Where IHS is liable under this clause 9.2 IHS’ liability to the Client will be limited to the lesser of: the sums noted in the limitation of liability set out at clause 8.3; or the actual value of the Materials.

9.3 The Client will keep IHS indemnified in full against all liability, loss, damage, injury, claim, action, demand, expense or proceeding awarded against or incurred by IHS as a result of or in connection with the use of the Materials by IHS in respect of the Services.

10.  CONFIDENTIALITY AND DATA PROTECTION

10.1 IHS and Client shall keep strictly confidential all information concerning the business and affairs of the other together with any information disclosed under the Contract (including, without limitation, patient Materials and information) obtained from the other either pursuant to the Contract or prior to and in contemplation of it, and shall use the same exclusively for the purposes of the Contract and shall disclose the same only to those of its directors, consultants and employees to whom and to the extent that such disclosure is reasonably necessary for the purposes of the Contract.

10.2 In carrying out the Services IHS shall at all times:
i process patient information in accordance with the provisions of this Contract solely for the purposes of the Services as specified in the applicable order;
ii process the patient information as the Client’s ‘data processor’ (as ‘data processor’ is defined in the GDPR 2018 (the “GDPR”) and only process the patient information for the purposes set out in this Contract.

10.3 Subject to the Client supplying patient information which is compliant in all respects with the GDPR (including, without limitation, the six Principles contained in article 5 of the GDPR), ensure that all patient information is kept in accordance with the reasonable instructions of the Client.

10.4 The Client will keep IHS indemnified in full against all liability, loss, damage, claim, action, demand, expense or proceeding in respect of any breach by the Client of the provisions of clause 10.3.

10.5 IHS shall only disclose Reports to any third party (other than the Client) with the written consent of the Client and the individual in respect of whom the Report is prepared.

10.6 The obligations of confidentiality shall not apply to information which:
i IHS can demonstrate was already in its possession and at its free disposal prior to receipt.
ii Is subsequently disclosed to IHS without any obligation of confidence by a third party who has not derived it directly or indirectly from the Client; or
iii Enters the public domain through no act or default of IHS, its agents or employees.

10.6 Subject always to Client’s obligations to comply with the GDPR, IHS shall assist the Client in any subject access requests, which may be received from data subjects.

10.7 On behalf of each Authorised User, Client agrees and consents on a continuing basis to the computing and other processing and use of all personal and medical details received by IHS from time to time. This includes processing by the Data Controllers, the Data Processors and relevant third parties (which may include Client, medical and other service providers and relevant intermediaries) for the purposes of administration, service provision and fraud prevention. Client agrees to provide or procure the provision of such confirmations of consent (if any) as IHS may require from time to time. For the avoidance of doubt the Client is the Data Controller and IHS is the Data Processor.

10.8 Both Parties agree that they shall at all times during the term of this Agreement respect the medical confidentiality of Authorised Users and comply with all relevant provisions of the GDPR (as amended or replaced by subsequent legislation) and any statutory rules or instruments enacted or made pursuant to it.

11.  INTELLECTUAL PROPERTY RIGHTS (“IPRS”)

11.1 The Client will keep IHS indemnified in full against all liability, loss, damage, claim, action, demand, expense or proceeding in respect of any infringement or alleged infringement of any IPRs resulting from any use by IHS of the Materials or any compliance by IHS with the Client’s instructions, whether express or implied.

12.  TERMINATION

12.1 IHS may terminate the Contract immediately if:
i the Client fails to pay the price on the due date;
ii the Client is in breach of any term of the Contract and has failed to remedy such breach within 28 days of receipt of written notice specifying the breach and requiring it to be remedied;
iii there is a material change in the ownership or control of the Client; or
iv the Client is wound up or becomes insolvent or has a receiver or administrative receiver appointed or duffers the appointment or the presentation of a petition for the appointment of an administration or any equivalent or analogous event occurs in any other jurisdiction.

12.2 The termination of the Contract (howsoever arising) will be without prejudice to any rights and remedies which may have accrued to either party.

12.3 Any Conditions which impliedly have effect after termination or expiry will continue to be enforceable notwithstanding termination or expiry.

12.4 If the Client wishes to transfer medical records to another health professional or organisation on termination or expiry of this Agreement, the Client shall notify IHS within 15 (fifteen) working days of the termination or expiry of this Agreement. In the absence of any other specific agreement in this regard within this Agreement, IHS shall then be entitled to charge the Client a fee for transferring such records of £5.00 (five pounds) per paper record, plus costs of transportation of such records, exclusive of VAT. IHS will transfer any medical records already in an electronic / digital format to the authorised transferee for a fee of £250.00 (Two Hundred and Fifty pounds). See Schedule 1 for the costs related to digitalisation of medical records upon contract implementation.

10.4 If IHS receives no notification under Clause 10.3, IHS shall store such medical records until the Client notifies the details of an appropriate health professional or organisation to IHS. IHS shall be entitled to charge the Client a storage fee of £10.00 (ten pounds) per record per year (or part thereof), exclusive of VAT. Upon expiry of a 50 (fifty) year period, IHS shall be entitled to destroy such records.

13. FORCE MAJEURE

IHS will not be liable to the Client or be deemed to be in breach of these Conditions by reason of any delay in performing or failure to perform any of its obligations under these Conditions if such delay or failure was beyond IHS’ reasonable control including, without limitation, fire, flood, strike or other
Industrial action of whatever nature. If IHS is unable to perform its obligations under these Conditions, it will promptly notify the Client of the nature and extent of the circumstances in question.

14. GENERAL

14.1 The Client will not without the prior written consent of IHS assign or transfer the Contract or any part of it to any other person.

14.2 IHS may without the prior written consent of the Client assign or transfer the Contract or any part of it to any other person.

14.3 Each right or remedy of IHS under these Conditions is without prejudice to any other right or remedy which IHS may have under these Conditions or otherwise.

14.4 Any notice or other document to be served under the Contract must be in writing and may be delivered or sent by prepaid first-class post or facsimile transmission or e mail. Any notice or document shall be deemed served, if delivered at the time of delivery, if posted, 48 hours after posting and if sent by facsimile transmission or e mail, at the time of transmission.

14.5 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, unenforceable or unreasonable it will, to the extent of such illegality, invalidity, voidness, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract shall continue in full force and effect to the fullest extent permitted by law.

14.6 Failure or delay by us in exercising any right or remedy provided by the Contract or by law will not be construed as a waiver of such right or remedy or a waiver of any other right or remedy.

14.7 A person who is not a party to the Contract will have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

14.8 These Conditions and any document expressly referred to in them represent the entire agreement between the Client and IHS in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between the Client and IHS, whether oral or in writing.

14.9 Client and IHS acknowledge that, in entering into the Contract, neither has relied upon any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between Client and IHS prior to such Contract except as expressly stated in these Conditions.

14.10 Neither Client nor IHS shall have any remedy in respect of any untrue statement made by the other whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these Conditions.

14.11 IHS has the right to revise and amend these Conditions from time to time. Client will be subject to the Conditions in force at the time that it orders Services from IHS, unless any change to these Conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by Client), or if IHS notifies the Client of the change to these Conditions before Client makes an Order.

14.12 The Contract and any dispute or claim arising out of or in connection with it or its subject matter of formation (inducing non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with the Contract or its formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the English courts.

SCHEDULE 1 – REQUIREMENT FOR PROVISION OF SERVICES AND CONDITIONS REGARDING DELIVERY OF SERVICES
1 An appropriate room or rooms for the carrying out of the Services.
2 Washing and toilet facilities.
3 Tables and chairs.
4 Utility supply and telephone/internet connection.
Duty of Care and Audit Services will be conducted in confidence and in accordance with Nursing and Midwifery Council current guidelines.