These terms clearly define the agreement between all Purchasers of Occupational Health Services from Working Well of 2gether NHS Foundation Trust. All work carried out is subject to these terms except where superseding contract agreements are explicitly expressed in writing.
The services to be provided (and associated Price Schedules) will be identified in a separate Commitment Letter to the Purchaser. The agreement between both parties comprises of the Commitment Letter and the Standard Terms of Business at the time of issue. Existing Commitment Letters and associated Standard Terms of Business will remain in force until a superseding Commitment Letter, or a Variation Letter is issued.
Please take time to read this document and if you need further information then please contact us. Further information regarding Working Well Occupational Health Services is available at www.workingwell2gether.nhs.uk
1 – Services
1.1 Working Well, as part of 2gether NHS Foundation Trust (hereinafter known as the “Provider”) undertakes to provide Occupational Health Services as requested by the Purchaser as outlined in the Commitment Letter and/ or Variation Letter(s). Additional Services may be provided at request on an itemised basis, but any variations to the Commitment Letter will be confirmed by a Variation Letter.
1.2 The Service will at all times operate within 2gether NHS Foundation Trust guidance and policy and the Purchaser agrees to follow 2gether NHS Foundation Trust guidance and policy for occupational health services.
1.3 The exclusivity provisions in the Commitment Letter will apply.
2 – Location for Provision of Services
2.1 The Provider commits to providing, during the Period of the Agreement, the Services as requested at the premises indicated within the Commitment Letter and/or Variation Letter.
2.2 Where Services are to be performed or any of the Provider’s rights under these terms are to be exercised at premises under the Purchaser’s control:
2.2.1 The Purchaser will grant the Provider with such access and provide such facilities as it requires for this purpose without charge or deduction and will ensure that all applicable legal requirements and standards relating to the health and safety of those individuals performing the Services are met and will indemnify the Provider against any costs arising from any breach of this Clause 2.
2.2.2 Should the Purchaser fail in any way to perform any of the obligations upon it which are set out in Clause 2 so as to cause any loss, damage, cost or expense to the Provider, then the Provider shall, without prejudice to any other rights which it may have, be entitled to invoice the Purchaser in accordance with Clause 4 in respect of such loss, damage, cost or expense and the Purchaser agrees to settle such invoice in full in accordance with Clause 4.
3 – Standard of Services
3.1 The Provider agrees that any services performed by it under these Terms shall be performed by appropriately qualified and trained personnel with due care and diligence, working within appropriate NHS and Professional Quality Standards at all times.
3.2 The Purchaser understands that the Provider may require an opinion from another healthcare professional (or special investigations) in order to provide the service requested. The Provider has no control over the length of time an opinion may take, but will take appropriate action in order to support a quick response. Additional opinions or special investigations will only be completed with the consent of the individual.
3.3 The Provider understands the importance of ensuring high standards of service delivery and continually develops its Key Performance Indicators (KPIs). The Provider will aim to ensure that it provides the Services in accordance with the KPIs at all times.
4 – Price and Payment
4.1 The price shall be the sum of the amount set out in the Commitment Letter and Price Schedule with additional activity incurring an itemised fee based on activity used, and shall, unless otherwise stated, be exclusive of any applicable Value Added Tax.
4.2 In the event of the Provider requiring further information from another healthcare professional (or requiring special investigations), the Purchaser will agree to pay for any associated fees, providing the Provider has gained appropriate consent from the Purchaser before the service has been provided.
4.3 Subject to any special terms agreed in writing between the parties, the Provider shall be entitled to invoice the Purchaser at the end of every month in which any service has been provided. The Purchaser shall settle all such invoices in full within 28 days from the date of the relevant invoice.
4.4 Any sums due to the Provider shall be due without deduction or set-off.
4.5 If the Purchaser fails to make any payment on the due date, then without prejudice to any other right or remedy available to the Provider, the Provider shall be entitled to charge the Purchaser interest of 5% per annum over the Bank of England base rate (such interest being deemed to accrue from the day to day and being compounded on the last day of each calendar month) until payment is made.
5 – Confidentiality and Intellectual Property
5.1 The Purchaser, its employees and agents will, at all times, keep confidential and secret and will not disclose to any person (other than a person so authorised by the Provider), any information, materials or documents acquired in connection with the Agreement which concern the Provider, its employees or procedures or the identity, medical condition, treatment received or other personal data (within the meaning of the Data Protection Act 1998) of any patient at any of the Provider’s locations or other establishments.
6 – Liability and Indemnity
6.1 It is agreed by the parties that the Provider’s liability to the Purchaser (including any liability for the acts or omissions of it employees, agents and sub-contractors) shall be limited as set out in this Clause.
6.2 Subject to any express provision in the Agreement, neither Party shall be liable to any other for any loss of profits, loss of use, loss of production, loss of business, loss of business opportunity, loss of business revenue, loss of goodwill or any claim for consequential loss or for indirect loss of any nature.
6.3 Both parties will ensure that all applicable legal requirements and standards relating to the health and safety of those individuals performing the Services are met.
6.4 Each Party (“the Indemnifying Party”) shall be liable for and shall indemnify the other Party (“the Indemnified Party”), its officers, employees and agents against any liability, loss, costs, expenses, claims or proceedings whatsoever arising in respect of:
6.4.1 any loss of or damage to property (whether real or personal); and
6.4.2 any injury to any person, including injury resulting in death, in consequence of or in any way arising out of any negligent act or omission of the Indemnifying Party, its employees or agents except to the extent that such loss, damage or injury was caused by any act or omission undertaken in strict accordance with the instructions of the Indemnified Party or by any act, omission or negligence on the part of the Indemnified Party or any of its employees or agents.
6.5 The Provider’s liability to the Purchaser for the death or personal injury resulting from the Provider’s own negligence or the negligence of its employees, agents or sub-contractors shall not be limited.
6.6 The Purchaser will be responsible for the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations (RIDDOR) incidents to the enforcing authority within the timescales specified under RIDDOR.
7 – Force Majeure
7.1 The Provider shall not be in breach of the Terms and Conditions of Business if there is any total or partial failure of performance by it of its duties and obligations, occasioned by any act of God, fire, act of Government or state war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining raw materials, energy or other supplies, labour disputes of whatever nature and any other reason beyond its control.
8 – Business Continuity
8.1 2gether takes emergency and business continuity planning very seriously and, in line with Department of Health Guidance, has both an Executive Lead and Operational Lead for both aspects.
8.2 2gether is an active member of the Local Health Resilience Partnership for Gloucestershire at both strategic and operational levels, and maintains a full suite of plans and procedures that include:
Major Incident Plan
Winter Resilience Plan
Fuel Shortage Plan
Attendance for Work in the Event of Adverse Weather or Emergency Incident Pandemic Flu Policy
Industrial Action Contingency Plan
Business Continuity Plan and Associated Business Assessment Impact Tool Business Continuity Planning Policy
Mass Casualty Plan
8.3 All plans reference The Local Resilience Forum and Local Health Resilience Partnership Plans and are developed in conjunction with the local health and social care community as a whole, consulted on internally and approved via the Trust’s governance process.
8.4 In line with Department of Health guidelines the Trust tests it’s plans annually in an exercise attended by those members of staff who would be involved in a Trust-wide resilience response and attends, as a player, exercises organised by other member of the Local resilience forum and the Local Health Resilience Partnership.
8.5 The Trust complies with the requirements of the Department of Health and the NHS. As a commissioned provider of NHS services, the Trust’s Emergency Planning is aligned with that of a Category One Responder as defined by the Civil Contingencies Act.
9 – Non-Attendance and Cancellations
9.1 Where the Provider is unable to provide Services on any date already booked because of the Purchaser’s default or the non-attendance of the intended recipient of the Services at the location where the Services are to be provided on that date, then without prejudice to any other remedy which the Provider may have, the Provider shall be entitled to invoice the Purchaser in accordance with Clause 4 for the costs, charges and expenses incurred by it as a result of such default or non-attendance.
9.2 Where the Provider is unable to provide Services on any date because of postponement or cancellation by the Purchaser (or its agents) of that date within 2 working days, then without prejudice to any other remedy which the Provider may have, the Provider shall be entitled to invoice the Purchaser in accordance with Clause 4 for the full costs, charges and expenses incurred by it as a result of such postponement or cancellation.
10 – Termination and Occupational Health Record Transfer
10.1 The Purchaser shall be entitled to terminate the Agreement upon giving the other party prior written notice at any time, as stated within the Commitment Letter. Termination will automatically occur on the expiration of the termination notice period or at the expiration date of the agreement as listed within the Commitment Letter whichever is the earliest.
10.2 The Provider reserves the right to terminate the Agreement upon giving the other party one month prior notice at any time. Termination will automatically occur on the expiration of the one month termination period.
10.3 The Provider will rigorously follow its clinical record transfer policy which adopts the Faculty of Occupational Medicine’s Ethics Committee guidance and seek the Purchaser to confirm which of its employees have consented or refused to the transfer of their records.
10.4 The Provider reserves the right to charge the Purchaser a reasonable fee for any administration, packaging and delivery in the transfer of clinical files to a new incoming Provider.
11 – General
11.1 This Agreement shall be governed by English law.
11.2 In the event of any dispute or difference arising between the parties in connection with the service provided, then the Purchaser shall contact the Provider in writing, and shall within 10 working days of a written request from either party to the other, meet in a good faith effort to resolve the dispute without recourse to legal proceedings.
11.3 Subject to being superseded by an annual or exceptional STB revision in writing and posted on www.workingwell2gether.nhs.uk or the earlier termination of the Agreement under Clause 10 above, these Terms shall remain in force indefinitely.
12 – Data Protection
12.1 The Provider will ensure no personal data will be processed unless the requirements for fair and lawful processing can be met. Our Privacy Notice, which can be accessed from our website https://www.workingwell2gether.nhs.uk/privacy-notice/ explains how we will ensure we meet these requirements.
12.2 When collecting personal data, the Provider will ensure privacy information is provided to individuals in line with the General Data Protection Regulations.
12.3 The Purchaser will take responsibility for providing the Provider with a named-link individual for receipt of Client Breakdown Reports for invoicing purposes