Terms and Conditions Ref GPDQ001

These terms and conditions apply to agreements with Consumers and Business Clients. Some terms may only apply to one type of customer and where this is the case it is specified.

Terms and Conditions – General

1 Definitions –

In these terms and conditions, the following terms shall have the following meanings:
Agreement: an agreement for the provision of services and/or goods between Us and You as set out in a Client Agreement incorporating these terms and conditions.

Applicable Law: means all applicable laws, statutes, regulations and codes from time to time in force;

Business Client: a person or persons (including a limited company) who are a Client for the purposes of their business.
Client Agreement (s): The client agreement document(s) provided to You by Us setting out the details of the Services We will provide, the Fees, any Specification and further terms which apply to those Services.

Client Material: Any digital or print content or other material provided or supplied by You on to or for use with the Services.
Confidential Information: All information in respect of a party including its business (if applicable), without prejudice to the generality of the that statement, any medical information; ideas; business methods; finance; prices, business, financial, marketing, development or manpower plans; client lists or prospective client lists or details; computer systems, software and software specifications; products or services, including but not limited to know-how or other matters connected with the products or services marketed, provided or obtained by a party; and information concerning a party’s relationships with employees, actual or potential customers or suppliers and the needs and requirements of the party and of such persons and any other information which, if disclosed, would be liable to cause harm to a party.

Consumer: an individual entering into the Agreement otherwise than for the purposes of their business.

Data: the data input by You, any Patient, or Us on Your (or a Patient’s) behalf for the purpose of using or facilitating Your use of the Services.

Data Protection Addendum: The addendum provided to You by Us, or agreed between us, as specified in the Client Agreement.

Data Protection Legislation: means: laws and regulations that apply in relation to the processing of personal data including (without limitation) the Data Protection Act 2018, UK GDPR and any replacement legislation coming into effect from time to time;

Default: means any breach of Our obligations or any default, act, omission, negligence or statement of Ours, Our employees, agents or sub-contractors in connection with or in relation to the subject matter of the Agreement in respect of which We are liable to You.

Deliverables: the deliverables (if any) specified in the Client Agreement relating to any Services.

Documentation: the document(s) made available to You by Us from time to time as part of Our Services.

Fees: the fees or charges agreed between us as set out in the Client Agreement.

Good Clinical Practice: using standards, practices, methods and procedures conforming to Applicable Law, including the NHS Requirements (where necessary), reflecting up-to-date published evidence, and exercising that degree of skill, care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled, efficient and experienced clinical services provider and a person providing services which are the same as or similar to those Services at the time the Services are provided by Us under an Agreement.

Intellectual Property Rights (IPR): Patent, copyright, moral rights, design rights, rights in databases, business and brand names, domain names, style of presentation of goods or services, business process methodology, trademark, and other intellectual property rights registered or unregistered.

NHS Requirements: in relation to the Services, all mandatory NHS requirements and any similar official requests, requirements and NHS standards and recommendations having similar status for the time being in force, but only to the extent the same are published and publicly available (whether on the UK Department of Health website, any other NHS website or otherwise) or the existence and contents of them have been notified to the Supplier by NHS England.

Patients: Any individuals we agree to include who are authorised to use Services, as set out in the Client Agreement. If You are entering the Agreement for Your own benefit this will be You.

Services: The services or other deliverables set out in the Client Agreement.

Specification: The specification (if any) set out in the Client Agreement providing details of the Services or Deliverables.

Term: The length of Your contract.

Us/We/Our: The provider of the Services being GPDQ Limited, a company incorporated in England and Wales with company number 09635612 and registered address at 727-729 High Road, London, N12 0BP.

Working Day: Monday to Friday, excluding Public Holidays.

You/Your/the Client: The Client as named in the Client Agreement.

1.2 References in this contract to

1.2.1 statutes, regulations or laws shall be to such statutes, regulations and laws as modified, amended, restated or replaced from time to time;

1.2.2 a person (including a party to this Agreement) includes a reference to successors and permitted assigns and shall be construed as a reference to any individual, firm, company, corporation, undertaking, government, state or agency of a state, or any association, partnership or other entity (whether or not having separate legal personality);

1.2.3 a document is a reference to that document as from time to time supplemented or varied.

1.3 Words importing the singular shall include the plural number and vice versa and words importing a gender shall include each gender;

1.4 Any reference to any clause, sub-clause, paragraph, schedule or appendix shall be a reference to the clause, sub-clause, paragraph, schedule or appendix of this Agreement in which the reference occurs unless it is indicated that reference to some other provision is intended;

1.5 Any headings contained in this Agreement are inserted for convenience of reference only and shall not in any way form part of nor affect nor be taken into account in the construction or interpretation of any provisions of this Agreement.

1.6 In the event of any conflict between these terms and conditions and a Client Agreement the Client Agreement shall take precedence.

2. Our Obligations

2.1 We will provide the Services and/or Deliverables specified in the Client Agreement on the terms of the Agreement.

2.2 We will provide the Services or Deliverables in all material respects in compliance with the Client Agreement and the Specification. Where Services are provided for the use of Patients, the Patients using those Services must, where required, register to use the Services in order for the full benefit to be obtained. This may include providing any consents to treatment or other parts of the Services. If the Client and the Patient are the same person registration will still be necessary.

2.3 We will endeavour to meet any specific performance dates, but time is not of the essence, provided always that We will provide the Services or Deliverables within a reasonable time (unless otherwise stated in the Client Agreement).

2.4 We will manage any personal data provided in accordance with the Data Protection Addendum and will comply with the provisions of the Data Protection Addendum.

2.5 We undertake that the Services will be provided with reasonable skill and care and in accordance with Good Clinical Practice.

2.6 The undertaking at clause 2.5 and the provisions of clause 2.2 shall not apply to any non-conformance which is caused by the use of any Services contrary to Our instructions or any Deliverable by any party other than Us or Our duly authorised contractors or agents.

2.7 We warrant that We have and will maintain all necessary agreements, consents, and permissions necessary for the performance of Our obligations under this Agreement.

2.8 We shall comply with all applicable laws and regulations with respect to Our provision of the Services.

3 Your Obligations

3.1 Applicable to Business Clients only: You will not, unless specified in the Client Agreement, obtain equivalent services or an alternative to the Services (in whole or in part) through an alternative provider.

3.2 You shall and, where applicable, You will ensure reasonable support of

(a) any Patient, and

(b) If You are a Business Client, Your employees and sub-contractors,
in the provision of the Services and/or Deliverables and any other matters which may require support under the Agreement.

3.3 You shall ensure that any information which You provide to Us is accurate, honest and truthful and that where any information relates to an employee or third party You are authorised to provide such information to Us.

3.4 You will comply with the provisions of the Data Protection Addendum.

3.5 You (and any Patient) shall:

(a) provide Us with:

(i) all reasonably necessary co-operation in relation to the Agreement; and

(ii) all reasonably necessary access to such information as may be required by Us; and

(iii) any requirements outlined in the Client Agreement;
in order to provide the Services or Deliverables, including but not limited to Data or Patient information (where applicable);

(b) comply with all applicable laws and regulations with respect to Your activities under the Agreement;

(c) carry out all other customer responsibilities set out in the Client Agreement and the Agreement in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed, We may adjust any agreed timetable or delivery schedule as reasonably necessary and/or charge any Fees which should otherwise have become due;

(d) ensure that the Patients use the Services or other applicable Service in accordance with the terms of this Agreement and shall be responsible for any Patient’s breach of this Agreement;

(e) obtain and shall maintain all necessary agreements, consents, and permissions necessary for Us, Our contractors and agents to perform their obligations under the Agreement.

4. Fees and Payment

4.1 We will invoice You as set out in the Client Agreement for the Fees and any agreed expenses.

4.2 Subject to any provisions in the Client Agreement, You shall pay the Fees within 7 days of the invoice date.

4.3 We have the right to charge interest on late payments of the Fees at 4% above Bank of England base rate.

4.4 We may suspend the provision of Our Services without notice in the event of non or late payment of the Fees.

4.5 If You decide not to proceed with the Services We have the right to charge You the Fees for the services that We have provided as set out in the Client Agreement.

4.6 All amounts and Fees stated or referred to in this Agreement:

(a) shall be payable in pounds sterling;

(b) are, unless stated in the Client Agreement, non-cancellable and non-refundable;

(c) are exclusive of Value Added Tax, which shall be added to Our invoice(s) at the prevailing rate.

4.7 You shall, where required and as soon as practical, provide to Us approved purchase order details and any other relevant billing information You wish Us to include in an invoice. We are under no obligation to include any details but will use reasonable endeavours to do so.

4.8 Where Services are ongoing, We may increase the Fees on an anniversary of the start date or the commencement of the Services under this Agreement by the greater of 5% and the consumer prices index applicable on that date (or any replacement index) and We shall give You not less than one month’s notice of any such increase.

4.9 We have the right by giving 21 days’ notice to You at any time to increase the Fees to reflect any increase in cost to Us of the provision of the Services due to a factor beyond Our control including due to price increases of manufacturers and/or suppliers.

5. Term

5.1 Subject to any provision in the Client Agreement, this Agreement shall commence on the start date set out in the Client Agreement and shall continue, unless the delivery of the Services is not ongoing and has been concluded or terminated earlier in accordance with clause 10, for 2 years (the “Initial Term”). The term of the contract shall automatically extend at the end of the Initial Term for 1 year (the “Extended Term”) and similarly at the end of each Extended Term, unless either party gives written notice to the other party, no later than 3 months before the end of the Initial Term or Extended Term, to terminate this contract at the end of the Initial Term or Extended Term.

5.2 We may provide 4 months’ notice prior to the end of the Initial Term or Extended Term of a change in any provision of the Client Agreement or these terms. The change shall take effect at the start of the Extended Term immediately following such notice.

6. Your Data

6.1 Subject to clause 6.5, You shall own all rights, title and interest in and to all of Your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data.

6.2 We shall maintain backups of Data to the extent that We, in our sole discretion, consider is appropriate for Us to provide the Services. In the event of any loss or damage to Data, Your sole and exclusive remedy shall be for Us to use reasonable endeavours to restore the lost or damaged Data from the latest back-up of such Data maintained by Us. We shall not be responsible for any loss, destruction, alteration or disclosure of Data caused by any third party.

6.3 Your Data may be shared with Us or the same Data may be collected by Us on the basis We become the Data owner for that Data. This will not remove any right You have to the Data but shall give Us rights in the Data in addition to You. This shall be specified in the Data Protection Addendum where applicable.

6.4 Data we obtain in providing the Services shall be our Data unless otherwise specified in the Client Agreement.

6.5 Some Data We hold may be medical information and as such will be subject to the legislation and rules that apply to medical information and records. We will not transfer any Data to You or a third party unless all of the requirements relating to the holding or medical information and records is met. The ownership of medical information, its holding and retention is subject to the rights of the patient and patient consent may be required for any transfer of such Data.

7. Intellectual Property (IPR)

7.1 We retain all rights, title and interest in the IPRs in relation to the Services, Deliverables or any other services We provide other than any IPR You provide to Us for use under the Agreement or as set out in the Client Agreement. No right shall be granted over any of Our IPR save to the extent licensed under the Agreement.

7.2 You permit Us to use Your IPR where required for the provision of the Services.

7.3 Any material created by Us in providing the Services or howsoever, which is not already Your IPR, shall form part of Our IPR.

7.4 You will not copy or reproduce any part of the Services, any Deliverable or any of the materials supporting the provision of the Services without Our consent.

8. Confidentiality

8.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations or receive benefits under this Agreement. Information shall not be classed as Confidential Information if (and to the extent) it:

(a) is or becomes publicly known other than through any act or omission of the receiving party in breach of this Agreement;

(b) was in the other party’s lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on such disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

8.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the provision of the Services.

8.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. Each party shall remain responsible for its employees or agents’ compliance with the terms of this Agreement.

8.4 We acknowledge that Your Data is Your Confidential Information (subject to clauses 6.3 and 6.5).

8.5 This clause 8 shall survive termination of this Agreement for a period of five years, or until such point in time that the Confidential Information has been deleted by mutual agreement.

9. Liability

9.1 This clause 9 sets out Our entire financial liability (including any liability for the defaults, acts or omissions of Our employees, agents and sub-contractors) to You in respect of:

(a) any breach of the Agreement;

(b) any use made by You of the Services or Deliverables or any part of it; and

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.

9.2 Except as expressly and specifically provided in a Client Agreement:

(a) You assume sole responsibility for any results obtained from the Services (where these are provided as consultancy services), and for conclusions drawn from such use.

(b) We shall have no liability for any damage caused by errors or omissions in any Data, instructions or scripts or recommendations provided to Us by You in connection with the Services, or any actions taken by Us under Your direction; and

(c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

9.3 Nothing in the Agreement excludes Our liability for:

(a) death or personal injury caused by Our negligence; or

(b) fraud or fraudulent misrepresentation.

9.4 Subject to clause 9.2 and clause 9.3 Our total aggregate liability for loss in respect of Defaults whether arising in contract, tort (including negligence), breach of statutory duty or otherwise howsoever shall in no event exceed the aggregate amount of the Fees payable in the 6 months preceding the event or £10,000, whichever is greater.

9.5 Subject to clause 9.3, in no event shall We be liable in contract, tort (including negligence), breach of statutory duty or otherwise howsoever for:

(a) any loss of profit, loss of business, loss of goodwill, loss of contracts, loss of revenues or loss of anticipated savings; or

(b) any increased costs or expenses; or

(c) any special, indirect or consequential loss or damage of any nature whatsoever, whatever the cause thereof arising out of or in connection with the Agreement; or

(d) any loss caused by a third party.

10. Termination

10.1 Either party can terminate the Agreement on the basis set out in the Client Agreement or by notice in writing:

10.1.1 For any material breach of the other party not remedied within 30 days of a written request.

10.1.2 When the other party fails to, or is unable to, pay its debts as they fall due.

10.1.3 If applicable where, a notice is filed to wind up the other party.

10.1.4 If an order is made for the appointment of an administrator or receiver to the other party.

10.1.5 If the other party is a business and suspends a substantial part or all of it business.

10.1.6 If the other party fails to comply with the provisions of the Bribery Act 2010.

10.1.7 In accordance with clause 5.

10.2 Any termination will be without prejudice to any other rights or remedies.

10.3 Termination of the participation of any of third party engaged in delivering the Services does not constitute grounds for material breach.

10.4 Save as provided in a Client Agreement, on termination of this Agreement for any reason:

(a) You agree to pay Us any outstanding Fees and/or for the time We have spent in performing the Services where applicable at the daily charge out rate or for the sums in each case as specified in the Client Agreement. This covers fees for Services already delivered, but additionally fees for Services scheduled for delivery up to 14 days from the date of termination;

(b) all rights granted under the Agreement shall immediately terminate;

(c) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party, subject to the provisions of the Data Processing Addendum;

(d) subject to the provisions of the Data Processing Addendum, We may destroy or otherwise dispose of any of Your Data in Our possession unless We receive, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to You of the then most recent back-up of Your Data. We shall use reasonable commercial endeavours to deliver the back-up to You within 30 days of receipt of such a written request, provided that You have, at that time, paid all fees and charges outstanding at, and resulting from, termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Us in returning or disposing of Your Data; and

(e) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

10.5 Any provision intended by its nature to survive termination or expiry of the Agreement shall continue in full force and effect.

11. Force Majeure

11.1 Neither party will be in breach of this Agreement nor liable for delay or failure to perform its obligations if such delay or failure results from events beyond its reasonable control. In these circumstances You/We will be entitled to a reasonable extension time for performing obligations provided that if the period of non-performance continues beyond 28 days, the other party may terminate this agreement on 7 days’ notice.

11.2 We may amend or remove any Services if We are unable to provide or replace its provision due to circumstances outside of Our control (such as the insolvency of a third party provider). We will use reasonable endeavours to maintain or replace any Services should such circumstance arise.

12. Non-Solicitation: Applicable to Business Clients only

12.1 You undertake that during the period from the commencement of the Agreement and for twelve months after completion of the Services under the Agreement, You will:

(a) not canvass nor solicit for direct or indirect employment any of Our employees, workers, directors or associates unless with Our prior written consent; and

(b) not solicit or encourage any of Our employees, workers, directors or associates to terminate their employment or engagement, nor recommend such person to any third party that might result in an approach to such persons to leave Our employment or engagement.

12.2 Nothing in this Agreement will prevent You from proceeding with an approach made by an employee, worker, director or associate of Ours in response to a genuine recruitment campaign (whether through agencies or advertising) by You open to all comers and not specifically targeted at any of Our such persons.

12.3 If You are proven to have offered employment to Our employee, worker, director or associate (without that person having responded directly to a specific advertised vacancy) then You will be liable to pay Us a fee equivalent to half of that person’s current annual basic salary plus an amount equal to their most recent bonus payment received from Us.

12.4 You have the right to offer immediate employment to any staff whose employment has been terminated by Us and in these circumstances, the provisions of clause 12.3 will not apply.

13. Assignment and Performance

13.1 Neither party will assign this Agreement or any of its rights without prior written consent, save where reasonably required for the purposes of an internal corporate reconstruction.

13.2 We may sub-contract any element of the Services or provision of Any Goods due to be provided by Us but shall remain at all times responsible for our obligations pursuant to this Contract despite any sub-contracting.

14. Notices

14.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

14.1.1 delivered by hand or pre-paid “signed for” post at its registered office address;

14.1.2 sent by e-mail to the following addresses:

in the case of You: as set out in the Client Agreement; and
in the case of Us: support@gpdq.co.uk

14.2 Any notice shall be deemed to have been received:

14.2.1 if delivered by hand, on signature of a delivery receipt;

14.2.2 if sent by pre-paid “signed for” post, at the time recorded by the delivery service; and

14.2.3 if sent by e-mail, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 14.2.3, business hours mean 9am to 5pm Monday to Friday on a day that is not a public holiday in the place of receipt.

14.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15. Severance

15.1 If any condition is found by any court or competent jurisdiction to be invalid, that condition will be deemed not to form part of the Agreement.

16. Partnership, Agency and Right of Third Parties

16.1 No parties other than You or Us may accrue any rights under this contract and the Contracts (Rights of Third Parties Act) 1999 shall not apply.

16.2 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between us, constitute either party the agent of the other, or authorise either party to act on behalf of the other.

17. Variation

17.1 No variation of this Agreement shall be effective unless it is in writing and signed by both of the parties.

18. Dispute Resolution: Applicable to Business Clients only

18.1 Both parties shall allocate a staff member to manage the Agreement and the relationship between the parties. The relevant staff members shall discuss the contract on a regular basis.

18.2 In the event of any dispute between the parties the staff member’s managing the Agreement shall initially meet to discuss and attempt to resolve the dispute. Either party may request such a meeting which the parties shall use all reasonable endeavours to ensure takes place within 14 days of such a request. In the event the parties are not able to resolve any dispute within 21 days of a request being made under this clause 18.2 then clause 18.3 shall apply.

18.3 Each party shall allocate a senior manager to deal with disputes under this Agreement. In the event a dispute is not resolved under clause 18.2 either party may require a senior management meeting to consider the dispute. When requested a senior management meeting should take place within 14 days of the request and the meeting may be in person, by telephone or video link. The parties will work in good faith to resolve any dispute. If resolution is not possible via a senior management meeting the parties will mediate using the Centre for Effective Dispute Resolution (CEDR).

18.4 Either party may give notice in writing to commence mediation within 14 days of the end of the period for negotiation set out in clause 18.3. This does not prevent either party from beginning court proceedings.

19. Waiver

19.1 A waiver by either party of any right under these conditions is only effective if given in writing and will not be deemed a waiver of any subsequent breach or default. A failure or delay by either party in exercising any right provided in these conditions or by law will not constitute a waiver of that right, nor will it restrict any further exercise. No exercise by either party of any right provided in these conditions or by law will preclude or restrict the further exercise of any such right.

20. Warranties

20.1 Each party warrants to the other party that their material:

20.1.1 does not infringe the IPR of any third party.

20.1.2 complies with all relevant statutes, regulations and laws.

20.1.3 is accurate and complete and has received necessary consents.

20.2 Each party will give notice of any infringement.

20.3 You or We shall reimburse the others reasonable costs incurred when complying with these provisions.

20.4 Each party acknowledges that in entering into this Agreement it does so on the basis of relying on only the provisions set out in this Agreement.

21. Entire Agreement

21.1 This Agreement and the documents referred to herein constitute the entire Agreement between the parties for the Services and/or Deliverables set out in the Client Agreement and, save as expressly referred to or referenced herein, supersedes, replaces and extinguishes all prior representations, writings, negotiations or understandings written or oral on the subject matter.

21.2 Each party acknowledges and agrees that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty of any person other than as expressly set out in the Agreement and 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 the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement not in the Agreement.

22. Governing Law & Jurisdiction

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

22.2 Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

23. TUPE: Applicable to Business Clients only

23.1 The parties intend that the Transfer of Undertakings (Protection of Employment) Regulations 2006 shall not apply on commencement or the expiry or termination of this Contract. The Client warrants that it has provided all information relating to any employee who may be subject to the provisions of the regulation prior to the entry into this Agreement. We shall use reasonable endeavours to manage the Services in such manner that no employee shall transfer from Our employment to You or any future service provider by virtue of such transfer.

24. Consumer Provisions: Applicable to Consumers only

24.1 Where You have a complaint, please raise this by contacting us at support@gpdq.co.uk. We will review any complaint and provide a response as soon as practicable. Our complaints process is available to You on our website at www.gpdq.co.uk.

24.2 Cancellation Rights: You have the right to cancel a Service if You have entered the Agreement other than on Our premises. The cancellation period is 14 days from the date You entered the Agreement. If You wish to cancel the Agreement You should notify Us of this by contacting us at support@gpdq.co.uk. If You wish to proceed with the Services within the cancellation period You confirm that this is Your express request to do so.

24.3 We have a legal duty to provide the Services and any Deliverables in conformance with this Agreement.