Terms of Engagement

Background

(A)        The GP shall provide the GP Services for the Client in accordance with the terms of these General Terms and Conditions which is a contract for services.

(B)        These General Terms and Conditions are a framework agreement, the terms of which shall apply to any and each Engagement agreed between the parties, including via such click box or registration system on any online platform the parties may use.

(C)        GP Services under these General Terms and Conditions may, for reasons of convenience, be paid for via a third party, but the parties acknowledge and accept that any payment relating to GP Services shall be the ultimate responsibilities of the Client and paid under or in consequence of the Agreement between the GP and Client and not under any agreement between the Client and any third party.

It is agreed as follows:

 

1. Definitions and interpretation

1.1       In these General Terms and Conditions, unless the context otherwise requires, the following definitions shall apply:

“Application Documents” means any tender documentation, application form or other written information provided by the GP to the Client (via any third party or Platform or otherwise) about the self-employment, tax status, experience, training, qualifications, authorisations and general suitability of the GP for performing the GP Services.

“Attendance Module” means any part of the Platform or other system from time to time applicable to the Engagement that is used to record the time and attendance details of GPs on Engagements, from which electronic timesheets are generated.

“AWR” means the Agency Workers Regulations 2010.

“Business Day” means any day (other than Saturday or Sunday) on which clearing banks are open for business in London.

“Client” means the Client for whom an Engagement is performed.

“Client’s Group” means the Client, any body corporate of which the Client is a subsidiary (as defined in section 1159 of the Companies Act 2006), any other subsidiary of such body corporate and any subsidiary of the Client.

“Data Protection Laws” means the Data Protection Act 1998, any applicable statutory or regulatory provisions and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data.

“Engagement” means an Engagement with the Client on the terms set out in the Engagement Details and otherwise subject to these General Terms and Conditions. Each individual Engagement shall constitute a separate agreement.

“Engagement Details” means details relating to the Engagement set out in the Platform and including start time, end time, type of work including the structure of the day, any additional requirement such as home visits, administrative tasks, follow ups, telephone consults, prescriptions etc., number of patients to be seen in the time, location, travel information to the practice/site, Fee Rate, and health and safety details.

“Fee Rate” means the rate of payment as detailed in the Platform.

“Force Majeure” means any cause preventing a party from performing any or all of its obligations arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the party so affected.

“General Terms and Conditions” means this agreement between the Client and the GP comprising the terms set out in this document.

“Good Practice” means the exercise of the skill, diligence, prudence, foresight and judgment which would be expected from a suitably skilled and experienced person engaged in the same type of services as the GP Services.

“GP” means the individual whose personal details are registered with any Platform and who is assigned to the performance of the GP Services as at the start of an Engagement.

“GP Services” means the services to be performed by the GP in relation to an Engagement as detailed in the Engagement Details.

“Loss” means any demand, contribution, claim, action, proceeding, liability, loss, damage, costs, expenses, tax, national insurance contributions (to the extent permitted by law) and charges and any related penalties, fines or interest whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred (including without limitation all losses, liabilities and costs incurred as a result of defending or settling any claims).

“Platform” means such online web platform as the parties may use for the purposes of finding each other in relation to an Engagement.

“Short Notice Cancellation Fee” Short Notice Cancellation Fee” means the fee payable by the Client for cancelling an Engagement at short notice. Bookings cancelled more than 5 business days in advance will incur no penalty. If a booking is cancelled with less than 5 business days before the Engagement is due to commence, the GP may charge the Client a short notice cancellation fee which is payable to the GP. This is to be agreed between the Client and the GP.

“Supplier” means (if applicable) an intermediary (including a personal service company), via which the GP performs GP Services.

“Systems” means telecommunications systems, IT systems and security systems.

“Vacancy” means the specific details of a potential Vacancy with the Client (including Engagement start time) (in respect of which the Client has issued a vacancy notification).

1.2       Each term starting with a capital letter and not defined in clause 1.1 or elsewhere in these General Terms and Conditions is as defined in the Platform.

1.3       Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of these General Terms and Conditions) and all subordinate legislation made (before or after these General Terms and Conditions) under it from time to time.

1.4       Where the context permits, words denoting: (a)        persons shall include bodies corporate and unincorporated associations of persons; (b)        the singular includes the plural and vice versa; and

(c)        one gender shall include any gender.

1.5       The GP acknowledges and agrees that the terms of these General Terms and Conditions shall apply to each Engagement. In the event of any conflict or inconsistency between the Engagement Details and the terms in these General Terms and Conditions, the terms of the Engagement Details shall take precedence.

1.6       Where the Client engages the services of a GP via a Supplier (and such Supplier is engaged on the basis of these General Terms and Conditions) then: (a)        references in these General Terms and Conditions to the GP shall refer to the Supplier; and (b)        the Supplier agrees thaSt it shall procure that the GP shall comply with the terms of this Agreement as if it were a party to it in place of the Supplier.

aSt it shall procure that the GP shall comply with the terms of this Agreement as if it were a party to it in place of the Supplier.

 

2. GP’s Obligations

2.1       The GP shall: (a)        throughout the term of each Engagement under these General Terms and Conditions supply the GP Services in accordance with Good Practice at all times taking responsibility for the way in which the GP Services are performed and complying with appropriate key performance indicators and reporting requirements as required by the Client’s clinical governance procedures;

(b)        comply with all health and safety, site and security regulations applicable at the Client location(s) to the extent that they apply to the type of work required for the provision of the GP Services and report to the Client any unsafe working practices/sites or conditions;

(c)        comply with all the Client regulations, policies and protocols as notified by the Client from time to time except where such regulations and policies relate solely to employees of the Client;

(d)        promote the interests of the Client and not engage in any conduct detrimental to the interests of the Client, including, without limitation, any conduct likely to bring the Client into disrepute;

(e)        give reasonable notice (via the Platform and as otherwise required by the Client, including by telephone to the Client) to the Client of any period during which the GP will be unavailable or unable to perform the GP Services, giving the reason;

(f)         supply to the Client (via the Platform) copies of any relevant qualifications or authorisations that the GP is required by the Client or by law or any professional body to have in order to provide the GP Services;

(g)        provide the customarily required equipment (save to the extent necessarily provided by the Client) for their session/shift, including where appropriate , a stethoscope, otoscope and ophthalmoscope;

(h)        notify the Client in advance via the Platform or as otherwise may be agreed by the parties if it wishes to claim NHS pension contribution from the Client;

(i)         indemnify the Client against all Losses incurred by any of them arising out of any negligent, wrongful or fraudulent act or omission of the Supplier and/or the GP; and

(j)         (in the case of a Supplier only) enter into a contract with the GP such that he or she is under obligations which reflect the provisions of clauses 2, 5, 6, 7, 8, 9 and 10 as if the GP were a party to the Engagement in place of the Supplier.

 

3. Client Obligations

3.1       The Client shall:

(a)        carry out risk assessments of the GP Services to be undertaken and notify the GP immediately of any specific or potential hazards relating to the Engagement and any precautions the GP should take in relation to such risks;

(b)        not allow the GP to undertake any work that is hazardous without first undertaking a risk assessment and notifying the GP of any risks identified;

(c)        if applicable, make clear before the Engagement to the GP what rules (including but not limited to health and safety, site and security policies, procedures; login or passwords relating to the Client’s Systems and regulations) apply in respect of the location(s);

(d)        ensure that any and all equipment, machinery and protective clothing are in good order and are suitable, safe and comply with all relevant health & safety legislation and that an up to date locum pack is provided at induction complying in all material respects with lantum.com

(e)        (if available on the Platform) make appropriate Attendance Module entries verifying the number of hours worked by the GP and evidencing satisfactory performance of the GP Services by the GP. These shall be notified to the GP via the Platform;

(f)         use its reasonable endeavours to resolve any reports made by GP in accordance with clause 2.1(b);

(g)        pay NHS pension contributions on the basis agreed via the Platform/Engagement Details unless they are not an NHS employer or otherwise agreed in advance. For the avoidance of doubt GPs operating via a personal service company shall not be paid NHS pension contributions; and

(h)        provide customary support and training and a physical tour of all premises and systems at the start of the Engagement.

 

4. Payment of fees

4.1       The GP shall issue invoices to the Client but shall also send them to, and/or otherwise register the relevant details on, the Platform in such manner as may from time to time be specified by the operator of the Platform (as agent for the Client) and/or by the Client. Such invoices shall be calculated on the basis of the number of hours worked by the GP, as recorded in the Attendance Module on the Platform or other system agreed by the parties.  Subject to the GP performing the GP Services in accordance with these General Terms and Conditions, the Client will pay the GP’s invoices by the date specified on the Engagement Details.  The Client may have fast payment arrangements in place in which case the GP may be paid within a few Business Days. If such arrangements are in place they will be notified to the GP separately and/or via the Platform or Engagement Details.

4.2       The GP shall raise any queries or disputes in relation to entries made in the Attendance Module by the Client immediately.

4.3       The GP shall be entitled to claim from the Client any reasonable expenses incurred in connection with the performance of the GP Services provided that the Engagement Details allow for such payment and provided that details of these reasonable expenses (and any appropriate receipts) are given to the Client at such time and in such form as required by the Client. Failure to notify the Client of expenses prior to the end of the Engagement (and/or provide legitimate receipts) as required and/or in good time may result in expenses not being payable.

4.4       It is understood by the parties that the supplies of the GP Services are not subject to VAT. If however the VAT legislation changes and/or VAT does become chargeable on any sum charged by the GP all amounts payable for the Engagement shall be exclusive of VAT which, if applicable, shall be payable by the Client at the prevailing rate on production by the GP of the GP’s VAT certificate.

 

5. GP’s status

5.1       The parties acknowledge that the GP is not the employee, worker, agency worker, agent, partner or servant of the Client or any operator of the Platform and accordingly:

(a)        these General Terms and Conditions are not an exclusive arrangement and (subject to clause 2.1(e) nothing in these General Terms and Conditions shall prevent the GP from engaging in other services for any third party;

(b)        the Client is not obliged to engage the GP for the provision of services nor is the Supplier or the GP obliged to provide services to the Client beyond the termination or expiry of an Engagement;

(c)        any Supplier shall comply with all legal and fiscal obligations including but not limited to the Working Time Regulations 1998 and any requirement to register residency, any requirements under the Pensions Act 2008 and any requirements under the AWR to the extent the GPs work under the supervision and direction of the Client such that the AWR apply, (which the parties agree is not contemplated by the parties to be the case);

(d)        the GP shall account on a timely basis to the appropriate authorities for all tax (including VAT), National Insurance contributions and social security levies (if any) payable in respect of sums paid to the GP or (in the case of a Supplier only) by it to the GP or to the GP directly in connection with this Engagement;

(e)        the GP shall comply with the provisions of the Immigration, Asylum and Nationality Act 2006 (the “Act”) in all relevant respects and, if the GP is subject to immigration control for the purposes of such Act, the GP warrants that:

(i)         the GP has valid and subsisting leave to enter and remain in the United Kingdom for the duration of this Engagement; and

(ii)         the GP is not (in relation to such leave in 5.1(e)(i)) subject to any conditions which may preclude or have an adverse effect on the provision of the GP Services;

(f)         the GP shall, throughout the Engagement hold full medical indemnity cover (including out of hours work cover where relevant), professional indemnity insurance, and public liability insurance and any and all other customary and/or appropriate insurance (including any such from time to time specified via the Platform) against a minimum amount per claim as is customary and/or appropriate and at least such sum(s) as is/are from time to time specified via the Platform and supply the Client with evidence of cover on request. The GP shall cooperate in any checks, including identity checks, reference checks or insurance checks that the Client may carry out itself or via any agent. The GP will notify the Client if any information provided changes;

(g)        the GP shall, subject to working towards meeting the Client’s objectives, determine generally how the GP Services shall be supplied;

(h)        the GP warrants that it operates on a basis such that the supply it makes in an Engagement is one of independent professional consultancy services to the Client.  Accordingly, the GP agrees that it does not intend or regard the supply of GP Services made in this Engagement to fall within the scope of the PAYE regime or the AWR.  The GP shall notify the Client in writing forthwith if, in its or the GP’s opinion, the nature of the GP Services or the Engagement change(s). Upon receipt of such notification the Client reserves the right to terminate the Engagement by notice with immediate effect without liability. The GP shall indemnify the Client against any Losses arising from failure to notify the Client of any change in the nature of the GP Services from that represented by the GP to the Client, and as intended by the parties, as at the start of the Engagement; and

(i)         the GP shall indemnify the Client from and against any Losses which the Client may suffer or incur as a result of the failure of the GP to comply with any of the representations, warranties and/or undertakings in this clause 5 including, without limitation, Losses which they would not have suffered or incurred but for:

(i)         the Supplier or the GP claiming to be; and/or

(ii)         some official, public body or authority for any purpose regarding the Supplier or the GP as,

an employee or worker of the Client or otherwise entitled to any rights or benefits that employees or workers enjoy or subject to income tax/national insurance contributions as an employee or worker of the Client.

 

6. Confidentiality

6.1       The GP shall: (a)        keep confidential all information relating to the Client’s business and affairs (including, for the avoidance of doubt, payment rates) (“Confidential Information”) which may become known to it in connection with the supply of the GP Services or this Engagement;

(b)        not use any Confidential Information except for the purposes of performing the GP Services;

(c)        not without the Client’s express written permission remove from the Client’s premises any material containing any Confidential Information; and

(d)        on request, return to the Client (or any other entity as the Client may direct) all material in its or the GP’s possession or control and belonging to the Client and/or containing Confidential Information.

 

7. Termination

7.1       Each Engagement is a separate contract and that contract terminates at the end of the Engagement. Any Engagement may be terminated prior to any end time set out in the Engagement Details by the Client by notice with immediate effect if: (a)        the GP is in breach of any term of these General Terms and Conditions, which is, in the reasonable opinion of the Client, incapable of being remedied; or, where such breach is in the opinion of the Client capable of being remedied, the GP fails to remedy such breach to the Client’s satisfaction and at no additional cost to the Client within 1 Business Day after an earlier notice requiring it to do so;

(a)        the GP is in breach of any term of these General Terms and Conditions, which is, in the reasonable opinion of the Client, incapable of being remedied; or, where such breach is in the opinion of the Client capable of being remedied, the GP fails to remedy such breach to the Client’s satisfaction and at no additional cost to the Client within 1 Business Day after an earlier notice requiring it to do so;

(b)        the GP has in relation to these General Terms and Conditions committed an act or omission of dishonesty, incompetence or negligence; or is convicted of any indictable criminal offence (other than, where the GP Services do not require the GP to drive, a road traffic offence for which a penalty of imprisonment is not imposed); or becomes bankrupt, applies for, or has made against it or him, a receiving order or makes any composition with its creditors or an administration order or order is made or resolution passed for the winding up of the Supplier;

(c)        the Client receives or obtains information which gives the Client reasonable grounds to believe that the GP is unsuitable to provide services for the Client; or, if the information indicates that the Supplier and/or the GP may be unsuitable, the Client has reasonable grounds to believe that the Supplier and/or the GP is unsuitable after the Client has made such enquiries as are reasonably practicable as to such suitability; or

(d)        the GP fails to provide to the Client any information requested by the Client on or prior to the start of the Engagement.

7.2       Termination or expiry of the Engagement shall be without prejudice to the rights of the Client arising directly or indirectly out of the acts and/or omissions of the Supplier and/or the GP prior to, in connection with or as a result of such termination or expiry.

 

8. Details and identity of GP

8.1       The GP warrants: (a)        the correctness of the information supplied to the Client (via the Platform) in any Application Documents;

(a)        the correctness of the information supplied to the Client (via the Platform) in any Application Documents;

(b)        that the GP shall have current and full registration with the General Medical Council and is on the GP register;

(c)        that the GP is on such National Performers or other relevant list as may from time to time be appropriate;

(d)        that the GP holds a current CCT or JCPTGP certificate or equivalent;

(e)        that the GP has the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law or by any professional body for the GP to possess in order to perform the GP Services; and the Supplier shall, at the request of the Client, provide confirmation of the identity of the GP and written references and co-operate in any checks in relation to experience, training, qualifications and authorisations relevant to the performance of the GP Services;

(f)         that the GP has no criminal convictions which would reasonably affect the Client’s decision to allow the GP access to the location(s) of the GP Services, the Client’s systems or to provide the GP Services; that it will ensure that it receives confirmation from the GP that he or she is willing to work in the position the Client seeks to fill (to the extent that it is accurate to describe the provision of the GP Services under the Engagement as “working in a position”);

(g)        that if the GP is practicing with restrictions on their licence, he or she will inform the Client (via the Platform) in advance of the Engagement;

(h)        that the GP has provided full and accurate information about any disciplinary proceedings or ongoing performance review;

(i)         that he or she may be subject to (whether or not they have been concluded) including any which may have been concluded and may still be relevant to the Engagement. Such proceedings or review should include any such by any Primary Care Trust or any successor body, the General Medical Council, the National Clinical Assessment Service or by any medical body in any country where the GP is practicing;

(j)         that if, at any time prior to the start of the Engagement, the GP has, receives or obtains any information which indicates that the GP is or may be unsuitable to perform the GP Services for the Client, whether or not the grounds for this are reasonable, the GP shall pass such information to the Client immediately, and co-operate fully with any further enquiries the Client or its agent may make in connection with that information; and

(k)        that the GP is not prevented by any other agreement or arrangement or any restriction (including, without limitation, a restriction in favour of any employment agency, employment business, or client of either of them) from performing their respective obligations under an Engagement.

8.2       The Client reserves the right to carry out, or instruct a third party to carry out, electronic identity checking procedures to verify the identity of the GP.  In the case of a Supplier, the Supplier warrants that it has informed the GP of the right reserved by the Client in accordance with this clause 8.2 and that the GP has consented to the Client, or any third party instructed by the Client, carrying out such identity checks.

 

9. Data Protection

9.1       The GP warrants that:

(a)        in relation to an Engagement, it shall comply strictly with all provisions applicable to it under the Data Protection Laws; and

(b)        the GP has given his express consent to the Client, the operator of the Platform and any member of the Client’s Group and/or any other intermediary, such as a managed service provider, involved in the supply of the GP Services to the Client:

(i)         processing the GP’s personal data for purposes connected with the provision of the GP Services or otherwise in contemplation of providing the GP Services and for any purposes connected with the performance of an Engagement; and

(ii)         exporting and/or processing the GP’s personal data in jurisdictions outside the European Economic Area for purposes connected with the performance of an Engagement.

9.2       The Supplier/GP shall indemnify the Client for any Losses the Client incurs or suffers arising from any breach of any warranty contained in clause 9.1.

 

10. General

10.1     These General Terms and Conditions and relevant Engagement Details (and any confidentiality undertaking given by the GP to the Client) constitute the entire agreement between the parties and supersedes all previous agreements and arrangements (if any) whether written, oral or implied between the Client and the GP relating to the GP Services and all such agreements still effective at the start  of an Engagement (if any) shall (without prejudice to the rights of the Client arising prior to the start of an Engagement in respect of prior breaches by the GP of which the Client is not aware) be deemed to have been terminated by mutual consent with effect from the start date but so that nothing in this clause 10.1 shall operate to exclude or limit the liability of any party in respect of fraud.

10.2     The GP acknowledges that, in agreeing to perform an Engagement, it has not relied on any representations by the Client, its agent or the GP made before the relevant Vacancy other than those expressly set out in the Platform and Engagement Details.

10.3     An agreement relating to an Engagement is personal to the GP and the GP shall not be entitled to assign or sub-contract its obligations or rights to any third party or to procure that the GP Services are performed by any person other than the GP.

10.4     No amendment to any Engagement is effective unless it is incorporated within the Platform.

10.5     Any notice required to be given relating to an Engagement shall be sent through the Platform (or as otherwise notified from time to time to the sender by the recipient for the purposes of the Engagement).

10.6     Any Engagement shall be governed by and construed in all respects in accordance with English law and the Courts of England and Wales shall have exclusive jurisdiction.

10.7     The restrictions contained in the Engagement are considered reasonable by the parties, but, if any such restriction is found void but would be valid if some part of the restriction were deleted, such restriction shall apply with such deletion as may be necessary to make it valid and effective.

10.8     None of the provisions of the Engagement is intended to be for the benefit of, or enforceable by third parties (other than permitted assignees) and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.