CONTRACT FOR SERVICES

 

AND

 

The Client has identified a need for expert help and assistance to carry out the Services specified in the Schedule attached to this Agreement.

The Supplier is in business as a provider of such Services and agrees to undertake the Services to the Client on the terms set out in this Agreement for Services and Schedule.

 

GENERAL TERMS AND CONDITIONS

The Supplier agrees to provide the Services to the Client and within any agreed timetable of delivery or progress targets. This Agreement for Services will be for the period outlined in the Schedule.

  1. The Supplier agrees to undertake the Services in a professional manner at all times and warrants that it has the necessary skills, experience, expertise and qualifications to carry out the Services including current membership of RCVS.

  2. The Supplier warrants that it is suitably trained to carry out the Services, holds current membership of RCVS and that the cost of any training necessary has been/will be met by the Supplier. No CPD will be provided by the client and the supplier must ensure that the skills required are up-to-date.

  3. If the Supplier is unable to provide the Services due to illness or injury, he shall advise the Client of that fact as soon as reasonably practicable and of the identity of any substitute appointed as per clause 1.6. For the avoidance of doubt, no fee shall be payable in accordance with clause 2 in respect of any period during which the Services are not provided by the Supplier or any substitute.

  4. The Client shall provide suitable tools and any equipment necessary to undertake the Services. The Supplier must be fully aware of and able to properly use the equipment necessary to undertake the Services.

  5. The Client accepts that the Supplier is entitled to seek, apply for and accept contracts to supply services to other parties during the currency of this Agreement.

  6. The Supplier agrees to rectify forthwith any defective work notified by the Client at its own expense. This also applies to work carried out by substitutes or
assistance. If the Supplier is unable for any reason to rectify any defective work notified by the Client the Client reserves the right to charge to the Supplier the costs of any necessary rectification.

  7. The Client recognises that the Supplier undertakes the services in the capacity of professionals who will use their own initiative as to the manner in which the Services are provided. As such the Supplier will not be subject to the right of supervision, direction or control as to the manner in which it renders the Services.

  8. The Supplier agrees to take all reasonable steps to safeguard the safety of all other persons who may be affected by its actions whilst undertaking the Services.

  9. The Supplier specifically agrees to abide by any site regulations, Health and Safety regulations and security procedures that may be in force at the Client’s site or sites run by the Client.

  10. The Supplier shall not have access to a company insured vehicle for their own private use. Use of the surgery ambulance is limited to periods of Out of Hours work, and must not be used for private mileage.

FEES

  1. The Client and the Supplier will negotiate the fees payable for the Services provided. The Client will only pay such expenses as agreed during the initial negotiation and these may include accommodation. These details will be confirmed in the Schedule for each assignment.
  2. The fee negotiated is paid per day and is on the basis that the Supplier works a complete day in the surgery. A complete day is deemed to be the period when the surgery is open. Where the Supplier works a half day the relevant fees will be payable. A half day is deemed to be exactly half of the period when the surgery is open.
  3. The Supplier shall submit invoices weekly by email.
  4. If VAT is chargeable the Supplier shall provide to the Client relevant VAT registration details.
  5. The Client agrees to meet the Supplier’s invoices in full as set out in the Schedule to this Agreement subject to timesheets having been submitted and the Supplier otherwise complies with the terms of this Agreement.
  6. The Client shall be entitled to deduct from the fees (and any other sums) due to the Supplier any sums that the Supplier may owe to the Client at any time.

 

DURATION AND TERM

  1. This Agreement shall commence from the date outlined in the Schedule and shall remain in force until the Services are completed as defined in the Schedule unless terminated early under these terms.
  2. Either party may terminate this Agreement in the event that:
    1. Either party is in breach of this Agreement and fails to remedy such breach (if capable of remedy) after receiving written notice from either party;
    2. The other party goes into liquidation or becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed;
    3. By either party if it is no longer appropriate for the Agreement to continue in force.
  3. The Client may terminate this Agreement with immediate effect with no liability to make any further payment to the Supplier (other than in respect of amounts accrued before the termination of this Agreement) if at any time the Supplier:
  4. Commits any serious or repeated breach or non-observance of any of the provisions of this Agreement or refuses or neglects to comply with any reasonable and lawful directions of the Client; hired
    1. Is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non- custodial penalty is imposed);
    2. Is in the reasonable opinion of the Client negligent or incompetent in the performance of the Services;
    3. Commits any fraud or dishonesty or acts in any manner which in the opinion of the Client brings or is likely to bring the Client into disrepute or is materially adverse to the interests of the Client;
    4. Commits any breach of the Client's policies and procedures;
    5. Commits any offence under the Bribery Act 2010.
  5. The rights of the Client under clause 3.3 are without prejudice to any other rights that it might have at law to terminate the Assignment or to accept any breach of this Agreement on the part of the Supplier as having brought the Agreement to an end. Any delay by the Client in exercising its rights to terminate shall not constitute a waiver of these rights
  6. Upon termination the Supplier shall procure the return of all materials, equipment, information or documents which are in its possession and which are the property of the Client.

 

INSURANCE

  1. The Supplier shall have personal liability for and shall indemnify the Client for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Supplier or any substitute engaged by the Supplier of the terms of this Agreement including any negligent or reckless act, omission or default in the provision of the Services and shall accordingly maintain in force during the Assignment full and comprehensive insurance.
  2. The Supplier shall be responsible for arranging and ensuring that they are covered at all times by valid and adequate insurance in force throughout the duration of this Agreement. This is a Professional Indemnity insurance. Any minimum level of cover required will be stipulated in the Schedule. Copies of policies shall be made available by the Supplier on request.

 

INTELLECTUAL PROPERTY RIGHTS

  1. Intellectual Property Rights means any and all patents, patent applications, know- how, trade marks, trade mark applications, trade names, registered design, copyright, database rights or other similar intellectual property rights created, developed, subsisting or used in connection with the services and whether in existence at the date hereof or created in the future.
  2. Unless agreed otherwise all Intellectual Property Rights developed or created or resulting from the performance of the Services shall be deemed to be the undisputed property of the Client.

 

CONFIDENTIAL INFORMATION

  1. The Supplier shall not during or after the termination of this Agreement, whether on its own behalf or in any capacity for any other person, firm or company, use or disclose to anyone any information of a confidential nature relating to the Client (or any of its associated companies) or to its business, trade secrets, affairs or conduct of any of its or their clients, customers or employees.
  2. The Supplier shall comply with the Client's data protection policy and relevant obligations under the Data Protection Act 1998 and associated codes of practice when processing personal data relating to any employee, worker, customer, client, supplier or agent of the Client.

 

RELATIONSHIP BETWEEN THE PARTIES

  1. The Client is under no obligation to offer work to the Supplier and the Supplier is under no obligation to accept any work, which may be offered by the Client. Neither party wishes to create or imply any mutuality of obligation between themselves either in the course of, or between, any performances of the Services.
  2. Both parties agree and intend that this relationship is one of undertaking independent Services and specifically not a relationship of employer or employee, worker, agent of the Client, joint venture or partnership.
  3. The Supplier agrees and acknowledges that as an independent business the Client is not liable for nor is the Supplier entitled to, any benefits (financial or otherwise) including but without limitation those by virtue of the National Minimum Wage Act 1998, the Working Time Regulations 1998 and all liability for any statutory sick pay, maternity pay, incapacity benefits or absence pay.
  4. This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier shall be fully responsible for and shall indemnify the Client for and in respect of:
    1.   - any income tax, National Insurance and social security contributions.
    2.   - any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier or any substitute against the Client arising out of or in connection with the provision of the Services.

 

VARIATION

This Agreement may not be varied, amended or modified unless agreed in writing between the parties.

 

ENTIRE AGREEMENT

  1. Both parties acknowledge that this Agreement for Services is the whole agreement and supersedes all previous agreements whether oral or written.
  2. Breach of any clause or clauses may not void or annul this Agreement for Services as a whole in any circumstances.

THIRD PARTY RIGHTS

  1. Except as expressly provided elsewhere in this Agreement a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement [but this does not affect any right or remedy of a third party which exists, or is available, apart from under that Act.
  2. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement.

 

GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.