The following are the terms (“Terms”) on which Therapies on Thames Limited (“we” “our” or “us”), a company registered in England and Wales (number 07912119) and having its registered office at 50 Battle Square, Reading, Berkshire RG30 1AL, agree to provide services (“Services”) to you (“you” or “your”).
These Terms shall be read in conjunction with the terms set out in the Engagement Letter (as defined below).
1 Requesting our Services
1.1 You may request Services from us by any oral or written form of communication, however no request or order for Services submitted by you shall be deemed to be accepted by us unless and until confirmed by us in our formal Engagement Letter (“Engagement Letter”).
1.2 You shall be responsible for ensuring the accuracy of the terms of any request or order for Services and for checking that details in the Engagement Letter are correct.
1.3 These Terms apply to the exclusion of any other terms that you seek to impose, or which are implied by trade, custom, practice or course of dealing.
2 Providing the Services
2.1 We shall provide the Services to you in accordance with the details as set out in the Engagement Letter in all material respects. The scope of the Services may include the provision of consultancy services, training services, and Therapy service.
2.2 We will make every effort to provider the Services within the timescales set out in the Engagement Letter, but any such dates shall be estimates only. We shall not be liable for any delay in providing the Services.
2.3 We will make every effort to make our agreed appointments with you or the individual receiving the services (“the End-Client”) and will give as much notice as is reasonably possible of any problems, delay or cancellations.
2.4 We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall notify you in any such event.
2.5 We warrant to you that the Services will be provided using reasonable skill and care.
2.6 We warrant that we, and all Occupational Therapists engaged by us, will at all times, be registered with the Health Professions Council and a member of the College of Occupational Therapists.
2.7 If we consider that the services of alternative or additional health care practitioners would be suitable we will discuss this with you and where possible make any suggestions of possible providers.
2.8 If a second opinion is requested by you we will at your request make a referral as soon as possible however, you will be liable for the cost of any such referral directly with the provider of the opinion.
2.9 Any report or other document provided by us as part of the Services must be used only for the purpose for which it was provided and we shall not be responsible if it is used for any other purpose.
3 Your Obligations
3.1 You shall:
3.1.1 co-operate with us in all matters relating to the Services;
3.1.2 provide us with access to your premises, office accommodation and other facilities as reasonably required by us, or arrange access to the premises of the End-Client; and
3.1.3 provide us with such information and materials as we may reasonably require in order to provide the Services, and ensure that such information is accurate in all material respects.
3.2 If we are delayed in providing the Services by any act or omission by you or failure by you to perform any relevant obligations (“your Default”) then:
3.2.1 we may suspend the Services until you remedy Your Default; and
3.2.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 3.2.
4 Our Charges
4.1 The charges payable by you for the Services (“Charges”) will be set out in the Engagement Letter and shall be calculated on the basis of our then current:
4.1.1 standard hourly fee rate; or
4.1.2 standard half-day fee rate, such period of time not exceeding 2 hours 45 minutes in any given day; or
4.1.3 standard full-day fee rate, such period of time not exceeding 8 hours in any given day.
4.2 We shall be entitled to charge you for any expenses reasonably incurred by the individuals whom we engage in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by us for the performance of the Services, and for the cost of any materials.
4.3 All amounts payable by you are exclusive of value added tax which you shall be additional liable to pay us.
5 Payment of charges
5.1 You shall pay each invoice submitted by us:
5.1.1 within 15 days of the date of the invoice; and
5.1.2 in full and in cleared funds to a bank account nominated in writing by us.
5.2 If you fail to make any payment due to us for the provision of the Services by the due date for payment (“Due Date”), we shall have the right to charge interest on the overdue amount at the rate of 4% per annum above NatWest Bank Plc’s base lending rate from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment.
5.3 You shall pay all amounts due in full without any deduction or withholding except as required by law.
6 If there is a problem with the Services
6.1 In the unlikely event that you experience any problem or wish to make a complaint in respect of the Services, please contact us and notify us of the details of this problem or complaint as soon as possible.
6.2 If you are not satisfied that we have resolved the problem within a reasonable period of time, we suggest that you contact the Health Professions Council and we will provide you with the contact details on request.
7 Liability and Insurance
7.1 Nothing in these Terms shall limit or exclude our liability:
7.1.1 for death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or
7.1.2 fraud or fraudulent misrepresentation.
7.2 Subject to clause 7.1:
7.2.1 we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or contracts, or for any indirect or consequential loss whether arising from negligence, breach of contract or otherwise; and
7.2.2 our total liability to you in respect of all other losses arising under or in connection with the supply of Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the amount of the Charges paid by you for the Services.
7.3 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.
7.4 In order to provide the Services we are required to hold professional indemnity insurance. Our insurers are Balens.
8 Your Rights to Cancel
8.1 You have the following rights to cancel our Services at any time but we require at least [■48] hours’ notice to cancel an agreed appointment.
8.2 We reserve the right to charge you a cancellation charge of £200 plus VAT if an agreed appointment is cancelled on less than  hours.
8.3 If we have already begun to provide the Services prior to cancellation you will pay us any costs reasonably incurred by us, and this charge will be invoiced to you.
9 Our Right to Postpone
We reserve the right to postpone the Services at any time if key personnel or materials are unavailable or for any other reason outside of our control.
10.1 Either Party may terminate the contract between us with immediate effect by giving written notice if:
10.1.1 the other party commits any continuing or material breach of any of these Terms and, in the case of a breach which is capable of remedy, fails to remedy it within 14 days of receiving notice giving details of the breach and requiring it to be remedied; or
10.1.2 the other party has a receiver or administrator appointed or goes into liquidation or has a winding up petition presented or makes an arrangement with its creditors or ceases (or threatens to cease) to carry on the business;
10.1.3 any of our employees are subjected to behaviour which we deem to be inappropriate or offensive from you or the End-Client;
10.2 We may terminate the contract between you and us with immediate effect by giving written notice to you if you fail to pay any amount due for Services on the due date for payment.
11 Consequences of Termination
On termination of the Services:
11.1 you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
11.2 you shall return all of our property. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose;
11.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of the Services shall not be affected, including the right to claim damages in respect of any breach which existed at or before the date of termination or expiry; and
11.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12 Use of Personal Information
12.1 We may use the personal information you or the End-Client provides to us to provide the Services.
12.2 We may have to share the personal data that is provided to us with other health professionals or third parties who are responsible with providing either you or the End-Client with health care services. We will discuss this with you in the first instance and request consent to the disclosure of which information.
12.3 You or the End-Client has the right to request a copy of the information that we hold about you or the End-Client for which we may charge a fee of £10 and to correct any inaccuracies in that information.
13.1 You shall not assign or otherwise transfer the benefit of the contract between you and us to any other person without our prior written consent.
13.2 Any notice to be given under these Terms shall be validly given if served personally or if sent by first class pre-paid post to the last known address of the other party and shall be treated as having been received 2 days after the date of posting.
13.3 No waiver by us of any breach of these Terms by you shall be considered as a waiver of any subsequent breach of the same or any other provisions.
13.4 If any provision of these Terms is declared by any judicial or any other competent authority to be void, voidable, illegal or otherwise unenforceable then that provision shall be limited or eliminated to the minimum extent necessary so these Terms shall otherwise remain in full force and effect and enforceable.
13.5 Nothing in these Terms is intended or shall be deemed to constitute a partnership or joint venture of any kind between you and us, nor constitute us your agent. You shall have no authority to act as our agent or to bind us in any way.
13.6 These Terms shall not be enforceable by a person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
13.7 No variation of these Terms shall be binding unless made in writing and signed by you and us.
13.8 These Terms shall be governed by English law and the English Courts shall have exclusive jurisdiction to decide any dispute concerning these Terms.