YourDoc Medical Terms and Conditions for Companies
YOURDOC MEDICAL LIMITED
TERMS AND CONDITIONS OF BUSINESS FOR COMPANIES
1. DEFINITIONS
In these Conditions the following words shall have the meaning set out opposite them:
1.1 “the Acknowledgement of Order” shall mean YourDoc’s written acknowledgement of the Client’s Order, incorporating these Conditions;
1.2 “the Client” shall mean any person, firm, company or organisation from whom or from which YourDoc accepts an Order to supply the Services;
1.3 “the Client’s Employees” shall mean any person whom the Client arranges to receive the Services;
1.4 “the Order” shall mean the order placed with YourDoc by the Client;
1.5 “the Quotation” shall mean YourDoc’s written quotation for the Services supplied to the Client;
1.6 “the Services” shall mean and include the services which are the subject matter of the Order as described in these Conditions and on the Quotation;
1.7 “YourDoc” shall mean YourDoc Medical Limited, a company incorporated in England and Wales under company no. 6696878, whose registered office is at The Old Wheel House, 31-37 Church Road, Reigate, Surrey, RH2 0AD.
2. GENERAL
All Orders for the provision of the Services by YourDoc are made subject to these Conditions of business and supersede any earlier sets of terms and conditions issued by YourDoc. Any stipulation or condition contained in any of the Client’s contractual documentation delivered to YourDoc which would conflict with these Conditions or in any way qualify or nullify these Conditions shall be deemed to be inapplicable to YourDoc unless the same shall have been expressly agreed to in writing in a document signed by a director in YourDoc. No other employee or agent has any authority to alter or qualify these Conditions in any way.
3. SERVICES INCLUDED
3.1 YourDoc will provide access to suitably competent and qualified staff to supply an occupational health screening service to the Client and the Client’s Employees, the scope of which will be specified within the Quotation.
3.2 Any screening products involving blood tests may require a blood sample from the Client’s Employee at least one week prior to the screening session taking place. Where a blood sample is required, YourDoc will liaise with the Client to facilitate a pre-screening appointment between the Client’s Employee and an accredited healthcare professional.
3.3 For the avoidance of doubt, the Client’s Employees shall not be deemed a party to these Conditions, the Order or the Acknowledgement of Order and, accordingly, any future contractual relationship that may be formed between YourDoc and any of the Client’s Employees’ during the provision of the Services shall be governed by separate terms and conditions.
4. SERVICES NOT INCLUDED
YourDoc will not provide any medical treatment or advice to the Client or the Client’s Employees and YourDoc reserves the right to refer any unusual findings to the Client’s personal GP, the details of which will be requested from the Client’s Employee prior to the provision of the Services.
5. ACCEPTANCE
5.1 YourDoc reserves the right to withdraw a Quotation at any time without notice and without providing a reason. Furthermore, YourDoc reserves the right to refuse to supply a Quotation at any time without providing a reason.
5.2 Unless withdrawn in accordance with Condition 5.1, all Quotations are open to the Client for acceptance for thirty days only, commencing on the date stipulated on the Quotation. All Quotations, once accepted by the Client, remain subject to YourDoc providing an Acknowledgement of Order.
6. TERM
6.1 Once an Acknowledgement of Order has been issued, YourDoc and the Client agree to enter into a fixed period of twelve months (“the Initial Term”) from the date of the Acknowledgement of Order (“the Commencement Date”) and thereafter shall continue until terminated by either party giving to the other not less than one months’ notice in writing, such notice not to take effect before the expiration of the Initial Term.
6.2 During the Initial Term, the Client may place more than one order with YourDoc and, in such circumstances, YourDoc shall supply the Services to the Client in accordance with each Acknowledgement of Order it issues to the Client.
7. PRICE AND PAYMENT
7.1 All prices quoted in any of YourDoc’s marketing material and publications, or on YourDoc’s website, are subject to alteration or withdrawal without notice.
7.2 The price for the Services shall be the price quoted by YourDoc on the Acknowledgement of Order and shall be exclusive of VAT.
7.3 The Client shall, on the Commencement Date, pay to YourDoc a non-refundable deposit of 50% of the price quoted on the Acknowledgement of Order.
7.4 The balance of the price quoted on the Acknowledgement of Order shall be payable by the Client to YourDoc within 28 days from the date of the final invoice, provided that such invoice has not been submitted for payment prior to satisfactory completion of the Services.
7.5 No payment shall be deemed to have been received until YourDoc has received cleared funds.
7.6 If the Client fails to pay any amount due within the time limits stipulated in these Conditions, YourDoc reserves the right to charge the Client interest on the overdue amount from the due date up to the date of actual payment, after as well as before judgment, at the rate of 3% per annum above the base rate for the time being of Bank of England. Such interest shall accrue on a daily basis and be compounded quarterly.
8. ON SITE SCREENING SESSIONS
8.1 Subject to Condition 8.2 YourDoc will, where requested, visit the Client’s premises to carry out screening sessions on site, provided that the Client has a minimum number of twelve or more employees scheduled to receive the same screening product and who are all able to attend their screening session on the same day.
8.2 On the day of YourDoc’s visit, the Client is obligated to provide YourDoc with a private and secure consultation room dedicated solely to YourDoc’s on site screening sessions. It is the Client’s responsibility to ensure that the room provided is suitable for YourDoc’s use as a private and secure consultation area, with all windows and doors obscured or containing frosted glass, adequate toilet and washing facilities nearby, plenty of tables and chairs and sufficient access to power points for YourDoc’s medical equipment and laptops.
8.3 In the event that the screening sessions are unable to take place because the Client has failed to provide a private and secure consultation area in accordance with Condition 8.2, YourDoc reserves the right to charge the Client a Cancellation Fee in accordance with Condition 9.2 below.
9. CANCELLATION CHARGES
9.1 If the Client’s Employee is unable, for any reason whatsoever, to attend a scheduled appointment, the Client must:
9.1.1 subject to Condition 9.3 find an alternative employee who requires the same screening product to attend the scheduled appointment (“the Replacement Employee”); or
9.1.2 provide written notice of cancellation to YourDoc not less than 48 hours in advance of the scheduled appointment.
9.2 In the event that the Client fails to find a Replacement Employee or provide adequate notice of cancellation in accordance with Condition 9.1, YourDoc reserves the right to charge the Client a cancellation fee of 50% of the cost of the scheduled appointment (“Cancellation Fee”).
9.3 A health questionnaire (“the Questionnaire”) shall be provided to each of the Client’s Employees and must be completed by them ahead of their scheduled appointment. It is the Client’s responsibility to ensure that each Client Employee completes and submits the Questionnaire to YourDoc not less than two days in advance of the scheduled appointment. In the event that the Questionnaire is not received in accordance with this Condition, and the Client fails to find a Replacement Employee in accordance with Condition 9.1 who can comply with the requirements of this Condition, YourDoc reserves the right to treat the appointment as cancelled and charge the Client a Cancellation Fee.
9.4 All Cancellation Fees will be payable by the Client to YourDoc within seven days of the date of a valid invoice.
10. ANNUAL PRICE REVIEW
10.1 YourDoc may increase the fees charged to the Client for the provision of services on an annual basis. If it does so, the increased fees will take effect from the relevant anniversary of the Commencement Date.
10.2 YourDoc will send to the Client a revised quotation setting out the increased prices one month prior to the relevant anniversary of the Commencement Date and that revised quotation will take effect from the relevant anniversary of the Commencement Date unless the Client gives written notice to YourDoc in accordance with Condition 6.1.
11. CONFIDENTIALITY
11.1 For the purpose of these Conditions “Confidential Information” shall mean all medical information in respect of the Client’s Employees of whatever nature and however discovered, recorded or preserved.
11.2 YourDoc shall keep confidential all of the Confidential Information and will not disclose it to any third party or use it except as otherwise permitted in these Conditions.
11.3 YourDoc may disclose the Confidential Information as part of group data to the Client and YourDoc’s employees, officers, professional representatives or advisers, sub-contractors and agents, provided that such group data cannot be used to identify an individual Client Employee and that such persons are in receipt of such group data for the purpose of exercising or performing the party’s rights and obligations under the Order and these Conditions.
11.4 YourDoc will not disclose the Confidential Information in any way that will identify an individual Client Employee to the Client or to a registered General Practitioner of the Client’s Employee or any other third party unless the Client’s Employee has given YourDoc their express prior written permission to do so within the Questionnaire.
11.5 Notwithstanding any other provision of these Conditions, it shall not be a breach of these Conditions for YourDoc to disclose any of the Confidential Information pursuant to a court order or a binding request from a regulatory (or other analogous) authority with jurisdiction or from any other third party with power to require the disclosure of such information, provided that (to the extent it is permitted to do so) YourDoc gives all reasonable notice of such disclosure to the Client, who in turn will inform the Client’s Employee.
11.6 The terms of this Condition shall continue to apply notwithstanding termination of any Order, these Conditions, or any other cessation of any business relationship between the parties.
12. LIMITATION OF LIABILITY
12.1 In respect of the Services provided to the Client by YourDoc, in any period of twelve months from the Commencement Date the aggregate liability of YourDoc to the Client, under or in connection with, these Conditions in respect of that twelve month period, whether arising from negligence, breach of contract or otherwise, shall not exceed in aggregate an amount equal to the fees already paid by the Client to YourDoc, excluding any Cancellation Fees applied in accordance with Condition 9.
12.2 To the fullest extent permitted by law, YourDoc will not be liable for the provision of services by third party providers, including any delays in the provision of test results. Liability shall rest at all times with the applicable third party provider and shall not under any circumstances be deemed to rest with YourDoc.
12.3 Nothing in this Condition shall limit YourDoc’s liability for fraud or for death or personal injury arising from its negligence.
13. FORCE MAJEURE
YourDoc will not be liable for any failure to perform the Services due to circumstances beyond its reasonable control including, but not limited to, acts of god, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce).
14. TERMINATION
Notwithstanding the provisions set out in Condition 6.1, YourDoc shall be entitled without prejudice to any other right or remedy accrued, or accruing, to YourDoc to terminate the Order immediately in whole or in part if the Client:
14.1 shall become bankrupt, insolvent or unable to pay its debts to YourDoc in accordance with these Conditions or pay its debts generally as set out within the Insolvency Act 1986 (as amended from time to time); and/or
14.2 commits any breach of its obligations under the Order and fails to rectify any breach capable of remedy within seven days of receipt of written notice from YourDoc requiring remedy of the breach.
15. NOTICES
15.1 All notices to be served by either party on the other shall be deemed to be properly served if sent by first class post to the address given in the last written communication received from the recipient party.
15.2 A notice or demand served by first class post shall be deemed duly served two working days after posting and in proving service of the same it shall be sufficient to prove that such letter was properly stamped or franked first class, addressed and placed in the post to the addressee at the address referred to above.
16. DATA PROTECTION
Both YourDoc and the Client shall comply in all material respects with the Data Protection Act 1998.
17. VARIATION
No variation of these Conditions (other than a revised quotation issued in accordance with clause 9) shall be valid unless it is expressly agreed in writing in a document signed by a director in YourDoc and a duly authorised representative of the Client.
18. ASSIGNMENT
Neither party may sub-contract or assign the Order in whole or in part to any person except with the prior written consent of the other party, such consent not to be unreasonably withheld.
19. THIRD PARTY RIGHTS
Nothing in these terms and conditions is intended to confer any benefit on any third party (whether referred to by name, class, description or otherwise) or any right to enforce a term contained in these terms and conditions pursuant to the Contracts (Rights of Third Parties) Act 1999.
20. SEVERABILITY
If any Condition, in whole or in part, is held to any extent to be illegal or that extent be deemed not to form part of these Conditions and the enforceability of the remaining Conditions shall not be affected.
21. ENTIRE AGREEMENT
These Conditions, together with the documents referred to therein, constitute the entire understanding between the parties and supersedes all prior representations, writings, negotiations or understandings between the parties relating to it.
22. GOVERNING LAW AND JURISDICTION
These Conditions shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the English Courts.
