Terms & Conditions | Locum.co.uk

Standard Terms of Business
for Introducing Healthcare Professionals

Standard Terms of Business for Introducing Candidates for Direct Engagement by Client

These terms of business apply in relation to any services provided by FreshMedic Limited (trading as Locum.co.ukLocum.co.uk) (Company No. 8830261) a company incorporated in England and Wales whose registered office is at 483 Green Lanes, London, N13 4BS ("Locum.co.uk") from time to time to any client (the "Client").

The following terms also apply to the Client's use of the services provided by Locum.co.uk including by phone or email human interaction or via the Website, such services the "Locum.co.uk Service".

You as Client should please read these terms carefully. By using the Locum.co.uk Service you as the Client agree that you have read, understood and agreed to these Terms (each as amended from time to time). If you do not agree to these Terms you must not use the Locum.co.uk Service.

BACKGROUND

(a) Locum.co.uk is in the business of providing a service to help healthcare professionals find healthcare providers who want to engage their services, and healthcare providers find healthcare professionals who want to provide services.

(b) Locum.co.uk shall facilitate introductions to healthcare providers of healthcare professionals in accordance with the terms of this Agreement.

It is agreed as follows:

1. Definitions and interpretation

1.1 In this Agreement, unless the context otherwise requires, the following definitions shall apply:

"Agreement" means this agreement between Locum.co.uk and the Client comprising the terms set out in this document (and/or, as applicable Schedule 4 (Perm Placement Terms) and any Engagement Details relating to a relevant Engagement.

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

"Cancellation Fee" has the meaning set out in clause 7.2(f) (Payment of Fees) and Schedule 1.

"Candidate" means a person Introduced by Locum.co.uk to the Client in response to a Candidate Request including any officer, employee or other representative of the Candidate if the Candidate is a corporate body, and any member of Locum.co.uk's own staff.

"Candidate Request" means what Locum.co.uk reasonably deems to be the Client's instruction, request or confirmation to search for a Candidate for a particular permanent or fixed term position, but not including a Vacancy Notification.

"Client Assessment" has the meaning set out in clause 4.2 (The Client's Obligations).

"Client" means a person who has accepted these terms in accordance with clause 2.3 (Terms).

"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.

"Compliance Documents" means the documents required for Locum.co.uk Checks set out in Schedule 2.

"Data Protection Laws" means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of personal data including: (i) EU Regulation 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"); (ii) the Data Protection Act 2018 ("DPA"); and (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time; and the terms "Data Subject", "Personal Data", "processing", "processor" and "controller" shall have the meanings set out in the UK GDPR.

"Engagement" means any direct engagement, employment or use of a Healthcare Professional by the Client, Client's Group or Third Party and “Engage”, and “Engaged” shall have corresponding meanings.

"Engagement Date" means the date on which the Healthcare Professional begins an Engagement.

"Engagement Details" means any terms agreed relevant to an Engagement or proposed Engagement and including the general requirements of a potential Vacancy or Candidate Request notified by the Client including but not limited to requirements confirmed by the Client by email or telephone by the Client, including start time, end time, type of work including the structure of the day (stating clearly if there are catch up slots for example and also rates of pay, if different, for non-patient facing time slots) and if there are any additional requirements including (without limitation) any form of standard agreement setting out the terms of a Healthcare Professional Agreement, home visits, administrative tasks, follow ups, telephone consultations, prescriptions, number of patients to be seen in the time, location, travel information to the practice, fee rate, and health and safety details and whether and on what basis employers’ pensions contributions will be paid to the Healthcare Professional in respect of the Engagement (provided that the Healthcare Professional does not contract through a PSC).

"Expenses" means any agreed expenses to be paid by the Client;

"Healthcare Professional" means the individual named in the relevant Engagement Details relating to the relevant Engagement, being, where the individual provides his/her services via a PSC or other Supplier, the PSC Contractor or other Supplier; and including any Candidate to whom the Client offer an Engagement on a permanent or fixed term (rather than a temporary) basis.

"Healthcare Professional Agreement" means an agreement between the Client and the Healthcare Professional or such other standard form (specific to that Client) as may be set out (or referred to or linked to) in the Engagement Details (and in either case incorporating relevant details from the Engagement Details).

"Healthcare Professional Invoice" has the meaning set out in clause 7.1 (Payment of Fees).

"Healthcare Professional Fees" means all payments, bonuses, commission, profit sharing, London weighting allowance, benefits in kind and any other payment arising from the Engagement and whether payable to the Healthcare Professional or to a third party in respect of the Healthcare Professional Services. Where a motor vehicle is provided, this will be deemed for these purposes to constitute a payment to the value of £5,000,.

"Healthcare Professional Services" means the services to be performed by a Healthcare Professional in relation to a temporary Engagement but not including in relation to a Perm Placement.

"HPS" means Healthcare Payment Services Limited.

"Introduction" means the Client directly or indirectly receiving, viewing or having access to any information via email, or telephone or otherwise from Locum.co.uk which identifies or relates to a person who may act as a Healthcare Professional or Supplier or PSC Contractor. The date of Introduction shall be the date that the Client obtains any such information. "Introduces" and "Introduced" shall have the corresponding meanings.

"Locum.co.uk Checks" means the checks as set out in Schedule 2.

"Locum.co.uk Service" has the meaning set out at the head of this Agreement.

"Locum.co.uk Service Fee" means the fee payable by the Client to Locum.co.uk as set out in clause 7.2(b) (Payment of Fees).

"Force Majeure" means any cause identified or capable of being identified as preventing any party to this Agreement 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.

"Late Payment Charge" has the meaning set out in clause 7.2(k) (Payment of Fees).

"Losses" 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).

"Off Payment Terms Charge” is the amount set out in and payable in the circumstances in clause 7.2(d) (Payment of Fees).

"Outside IR35" means where the circumstances (under which the Healthcare Professional will provide the Healthcare Professional Services under the Engagement) are such that the requirements set out in s61M(1) of the Off Payroll IR35 Legislation are not satisfied.

"Permanent Placement Fee" means as set out in Schedule 3.

"Perm Placement Terms" means the terms of business for the introduction of candidates for permanent or fixed term vacancies, as set out in Schedule 3 and 4; the term "Perm Placement" shall be construed accordingly.

"PSC Contractor" means an individual who controls and directs a limited company through which they contract and offers their services on an independent business to business basis.

"PSC" means the limited company through which a PSC Contractor operates.

"Regulations" means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 as amended.

"Role(s)" means the duties, responsibilities, experience, qualifications and skills that a
Healthcare Professional will be expected to fulfil.

"Supplier" means (if applicable) an intermediary (including a PSC), via which the Healthcare Professional performs Healthcare Professional Services, and references to Healthcare Professional in this Agreement shall include references to any Supplier of that Healthcare Professional.

"Timesheet" means a record used to record the time and attendance details of Healthcare
Professionals on Engagements, from which electronic timesheets are generated.

"Third Party" means any third party to whom the Client directly or indirectly provides information concerning a Healthcare Professional following an Introduction.

"Third Party Introduction" has the meaning set out in clause 10.1 (Introduction of a Healthcare Professional to a Third Party).

"Vacancy" means the specific details of a potential temporary vacancy at the Client including a vacancy consisting of one or more shifts (in respect of which the Client has issued a Vacancy Notification). "Vacancies" shall be construed accordingly but shall not include a Candidate Request.

"Vacancy Notification" means a notification by the Client to the Healthcare Professional by email, or telephone or otherwise of a vacancy to perform the Healthcare Professional Services in accordance with Engagement Details and these General Terms and Conditions but not including a Candidate Request.

1.2 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 this Agreement) and all subordinate legislation made (before or after this Agreement) under it from time to time.

1.3 "Including" means "including without limitation".

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

2. Terms

2.1 In the event of any conflict between this Agreement and any other terms and conditions, this Agreement shall prevail unless expressly agreed otherwise in writing by a director of Locum.co.uk. Except where expressly indicated otherwise, the terms set out in this main Agreement shall apply to Perm Placements in addition to the Perm Placement Terms set out in Schedule 3 and 4.

2.2 This Agreement supersedes all previous terms and conditions of business in respect of the subject matter of this Agreement whether written, oral or implied.

2.3 A Client will be deemed to have accepted the terms of this Agreement by issuing a Vacancy Notification to Locum.co.uk, by issuing a Candidate Request, receiving a healthcare Professional CV from Locum.co.uk, by interviewing (whether in person, by telephone, by video link or by using any other media, including without limitation social media), Engaging or continuing to Engage a Healthcare Professional, or by passing any information about a Healthcare Professional to any Third Party following an Introduction.

2.4 These terms shall apply whether the Engagement is on a temporary contractual or permanent or fixed term basis.

3. Locum.co.uk Obligations

3.1 Locum.co.uk shall (subject to availability) provide the services:

(a) which may facilitate the Introduction of a Healthcare Professional to the Client; and

(b) to fill a Vacancy and/or a Candidate Request in accordance with the terms of this Agreement, and in particular in accordance with clause 5 (Vacancy-filling Process).

3.2 Locum.co.uk will use its reasonable endeavours to carry out Locum.co.uk Checks and certain other checks on Healthcare Professionals as may from time to time be specified by it by email or by telephone or otherwise including in accordance with Schedule 2.

4. The Client's Obligations

4.1 The Client agrees that by submitting a Vacancy Notification and/or a Candidate Request or by notifying Locum.co.uk directly by telephone or email, the Client has given Locum.co.uk authority to find a suitable Healthcare Professional for that Vacancy or, as the case may be, that Candidate Request.

4.2 The Client warrants, represents and undertakes that:

(a) when submitting a Vacancy Notification or Candidate Request or other records or details relating to an Engagement it will not breach or directly or indirectly cause Locum.co.uk to breach any anti-discrimination laws or provide any information or make any requests that may bring Locum.co.uk into disrepute;

(b) it will not block a Healthcare Professional or Candidate from work with the Client for any reason that is of an unlawfully discriminatory nature, or that may bring Locum.co.uk into disrepute;

(c) all information provided by the Client in the form of Engagement Details, Candidate Request or otherwise for the purposes of the Engagement will be true and accurate and up to date;

(d) it will supply information to Locum.co.uk by email, telephone or as otherwise required by Locum.co.uk. confirming the performance of the Healthcare Professional Services by appropriate completion of the Timesheet.

4.3 The Client agrees that it shall give to Locum.co.uk in the Engagement Details and/or otherwise as requested by Locum.co.uk information confirming:

(a) the identity of the Client;

(b) the date on which the Client requires provision of the Healthcare Professional Services to commence and the duration or likely duration of provision of the Healthcare Professional Services;

(c) the experience, training, qualifications and any authorisations which the Client considers are necessary, or which are required by law or by any professional body, in particular the General Medical Council and the Care Quality Commission for the Healthcare Professional to possess in order to provide the Healthcare Professional Services;

(d) what is needed by Locum.co.uk to carry out the Locum.co.uk Checks;

(e) when the Client has Engaged a Healthcare Professional so that the appropriate Locum.co.uk Service Fee can be calculated and invoiced in respect of that Engagement; and

(f) that it is a genuine provider of healthcare and/or medical services and it shall not on-supply the services of a Healthcare Professional to any third party such as a locum agency (whether as acting as an employment agency or employment business or otherwise).

4.4 The Client shall:

(a) (where it decides to engage a Healthcare Professional) engage each Healthcare Professional on the terms of a Healthcare Professional Agreement [or in the case of a permanent or fixed term Engagement, a contract that the Client regards as being suitable for that Engagement;

(b) carry out risk assessments of the Healthcare Professional Services to be undertaken and notify the Healthcare Professional and Locum.co.uk immediately of any specific or potential hazards relating to the Engagement and any precautions the Healthcare Professional should take in relation to such risks;

(c) not allow the Healthcare Professional to undertake any work that is hazardous without first undertaking a risk assessment and notifying the Healthcare Professional and Locum.co.uk of any risks identified;

(d) if applicable, make clear to the Healthcare Professional and any Supplier what rules (including but not limited to health and safety, site and security policies, procedures and regulations) apply in respect of the location(s);

(e) ensure that any and all equipment, and protective clothing are in good order and are suitable, safe and comply with all relevant health & safety legislation;

(f) in relation to any Healthcare Professional Engaged in relation to a Vacancy on a temporary basis:

(i) check and sign or electronically verify Timesheets to verify the number of hours worked by the Healthcare Professional, Such verification shall be deemed to be confirmation that the Healthcare Professional Services have been satisfactorily performed by the Healthcare Professional;

(ii) notify Locum.co.uk immediately if it is dissatisfied with the performance by the Healthcare Professional of the Healthcare Professional Services; and

(iii) (without limitation to the above) not commit any act or omission constituting unlawful discrimination against or harassment of any Healthcare Professional in connection with the performance of the Healthcare Professional Services.

5. Vacancy-filling Process

5.1 Subject to the terms of this Agreement, the Client may notify Locum.co.uk of a Vacancy [and/or a Candidate Request] by notifying Locum.co.uk directly by telephone or email.

5.2 Locum.co.uk shall provide services so that Healthcare Professionals are able to apply for Vacancies that the Healthcare Professionals state they are qualified to perform.

5.3 A contract relating to the Engagement will be deemed to have been entered into between the Client and the Healthcare Professional (on the terms of the Healthcare Professional Agreement [or in the case of a permanent or fixed term Engagement, a contract that the Client regards as being suitable for that Engagement]) once the Healthcare Professional offers to undertake the relevant Engagement and the Client accepts such offer. For the avoidance of doubt, Locum.co.uk has no contractual involvement in any Engagement between the Healthcare Professional and the Clients.

5.4 The Client will notify Locum.co.uk immediately in writing, by text or email in the event of:

(a) any extension to an Engagement;

(b) amendment to an Engagement;

(d) if a Healthcare Professional does not turn up for an Engagement; or

(e) if a Vacancy is filled otherwise than through the Locum.co.uk Services.

6. Recruitment obligations

6.1 Save in respect of the authority given under this Agreement, neither party has authority to enter into any contract directly with the Healthcare Professional on the other's behalf.

6.2 Locum.co.uk will notify the Client in writing immediately if at any time during this Agreement or for a period of up to 3 months following an Introduction Locum.co.uk becomes aware or has reason to believe that a Healthcare Professional is not suitable for an Engagement.

7. Payment of Fees

7.1 The terms set out in Schedules 3 and 4 shall apply to the payment of fees in respect of any Perm Placement. Locum.co.uk shall be entitled to charge a Permanent Placement Fee as set out in Schedule 3, in respect of any Introduction for a fixed term Perm Placement that leads to the Engagement of a Healthcare Professional by the Client on permanent basis. For the avoidance of doubt clause 7.2 (Payment of Fees) shall not apply to Perm Placements.

7.2 In respect of each temporary Engagement (which, for the avoidance of doubt, shall not include a Perm Placement):

(a) the Client shall pay all Healthcare Professional Invoices for the Healthcare Professional Fees directly to the Healthcare Professional, or to HPS, within 30 days of the Healthcare Professional Invoice. Payment for services is under or in consequence of the contract between the Client and the Healthcare Professional, and not under or in consequence of any contract between:

(i) the Client and Locum.co.uk or

(ii) the Client and HPS; or

(iii) the Healthcare Professional and HPS.

(b) Locum.co.uk shall be entitled to issue consolidated statements to the Client on a monthly basis (or such other basis as may from time to time be expressly agreed with the Client in writing) which will be made up of the following:

(i) the Healthcare Professional Fees (payable as set out above);

(ii) sums due in respect of the Locum.co.uk Service Fee which shall be calculated as between 10% and 15% (or such other amount as may from time to time be agreed in writing by the parties) of the Healthcare Professional Fees (excluding employers' pension contributions) payable by the Client to the Healthcare Professional;

(iii) sums due in respect of any Late Payment Charge, or Cancellation Fee or Off Payment Terms Charge as set out in this clause 7 (Payment of Fees);

(iv) any other sums from time to time payable by the Client to Locum.co.uk in accordance with this Agreement and/or as specified in the Engagement Details; and

(v) VAT as applicable.

(c) The Client shall pay to Locum.co.uk such sums falling under clauses (b)(i) to (b)(v) as are set out in a consolidated statement in cleared funds to be received by the next occurrence of the monthly payment date agreed between Locum.co.uk and the Client (or in any event, no later than the date which is one month after the date of the statement). The payment date/regularity of the payment date may be varied. For the avoidance of doubt, Locum.co.uk shall not be responsible for paying the Healthcare Professional.

(d) The Client shall ensure that payment to the Healthcare Professional before or during an Engagement or during 14 weeks after the end of an Engagement is made only as set out in this clause 7 (Payment of Fees).

(e) The Client shall immediately notify Locum.co.uk if a Healthcare Professional requests that the Client engage it directly or through any channels other than those specified in this clause 7 (Payment of Fees).

(f) Where an Engagement is cancelled by the Client before the start date of the Engagement, the Client shall pay a Cancellation Fee calculated in accordance with Schedule 1.

(g) For the avoidance of doubt, in the calculation of the sums due to Locum.co.uk (including without limitation the Locum.co.uk Service Fees and Late Payment Charge), an entry in the Timesheet shall be conclusive evidence that the relevant Healthcare Professional Services have been performed to the satisfaction of the Client at the times and for the total period of time set out in such Timesheet. Locum.co.uk shall not be responsible for verifying statements or entries relating to hours worked or claims for payment submitted by or on behalf of a Healthcare Professional.

(h) Unless otherwise agreed in writing by Locum.co.uk, Locum.co.uk will not be obliged to make any rebates or refunds of fees or other sums paid or payable to Locum.co.uk or any Healthcare Professional by the Client.

(i) All amounts due under this Agreement falling under clause (b)(i) to (b)(v) shall be paid in full to Locum.co.uk or as it may direct without any deduction or withholding other than as required by law. The Client shall not be entitled to assert any credit, set-off or counterclaim against Locum.co.uk in order to justify withholding payment of any such amount in whole or in part.

(j) Unless otherwise agreed by Locum.co.uk, all payments to be made under this Agreement under clause (b)(i) to (b)(v) shall be paid as directed by Locum.co.uk, using the procedures and details which will be supplied to the Client.

(k) Where a Healthcare Professional appoints HPS as collection agent or the like or assigns to HPS the benefit of invoices for Healthcare Professional Fees and notifies the Client accordingly then unless expressly required otherwise by Locum.co.uk all payments to be made under this Agreement under clause (b)(i) to (b)(v) shall also be made to HPS.

7.3 In the event of non-payment of any Fees under clause 7.2(b)(i) to 7.2(b)(v), Locum.co.uk shall (without prejudice to any other remedy) apply and charge the Client interest on any overdue Locum.co.uk Service Fee or other sums payable to it under this Agreement at a rate of 4% above the base rate of Barclay's Bank Plc from the due date until the date of payment (the "Late Payment Charge").

8. Suitability and References

8.1 In accordance with the requirements of the Regulations, Locum.co.uk will not Introduce a Healthcare Professional to the Client, such that an Engagement starts, without first obtaining confirmation of their identity, that they are willing to work in the Role in which the Client wishes to Engage them, that they have the experience, training, qualifications and any authorisation which the Client considers necessary for the Role or which are required by law or any professional body and they have provided the Compliance Documents to Locum.co.uk.

8.2 The information which Locum.co.uk has obtained under clause 8.1 (Suitability and References) above will be provided to the Client as soon as possible, being not later than required by law.

8.3 To enable Locum.co.uk to comply with its obligations under the Regulations, the Client shall provide Locum.co.uk with sufficient information to enable it to select a suitable Healthcare Professional for the Role which must include the date on which the Client requires the Healthcare Professional to commence work and the likely duration; the nature of the work, the location, hours and any risks to health and safety known to the Client and the steps taken to control such risks; details of the experience, training, qualifications and any authorisations which the Client considers necessary, or which are required by law or any professional body for the Healthcare Professional to possess to work in the Role; and details of any Expenses payable.

8.4 The Client will also inform Locum.co.uk of the minimum rate of the Healthcare Professional Fee and (if greater) expected Healthcare Professional Fee and other benefits for the Role, the intervals of pay and the notice required to terminate the Engagement.

8.5 Notwithstanding the above, the Client must satisfy itself as to the suitability of the Healthcare Professional and the Client shall take up such references provided to the Client by Locum.co.uk or the Healthcare Professional before engaging the Healthcare Professional. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement for medical examinations and/or any investigations into the medical history of the Healthcare Professional and satisfying any medical or other requirements, qualifications or permission required by law applicable to the Engagement. The Client is also responsible for confirming the accuracy of the Compliance Documents and any other information provided by the Healthcare Professional to the Client.

8.6 In accordance with Regulation 22 of the Regulations, where required, Locum.co.uk will take all reasonably practicable steps to obtain copies of any relevant qualifications or authorisations and two references from persons not related to the Healthcare Professional who have agreed that the references they provide may be disclosed to the Client. In accordance with Regulation 22 of the Regulations, where required, Locum.co.uk shall offer to provide copies of such information to the Client and if it is unable to obtain any of the above information then it shall inform the Client of the steps it has taken to obtain it.

8.7 The Client shall inform Locum.co.uk if a Role will include or may include working with, or caring for persons under the age of eighteen and/or a Role which involves caring for or attending any person who by reason of age, infirmity, or any other circumstances is in need of care or attention. If the Role will or may include that, the Client shall provide such information and cooperation as Locum.co.uk shall reasonably require to enable Locum.co.uk to comply with the requirements of Regulation 22 of the Regulations

8.8 If Locum.co.uk or the Client becomes aware that the Healthcare Professional no longer meets the minimum criteria or that the Compliance Documents are outdated, that party shall notify the other party immediately.

9. Availability of Healthcare Professionals

9.1 Locum.co.uk shall use all reasonable endeavours to Introduce suitable Healthcare Professionals but does not guarantee that a Healthcare Professional is available to accept any Engagement.

10. Introduction of a Healthcare Professional to a Third Party

10.1 The Introduction of a Healthcare Professional by Locum.co.uk to the Client is confidential. The Client must not supply or provide any information that relates to or helps identify a Healthcare Professional to any other person, school, firm or company (a 'Third Party Introduction'). If following a Third Party Introduction, the Healthcare Professional is Engaged in a permanent or temporary position by such Third Party within 14 weeks of the date of the original Introduction by Locum.co.uk to the Client, the Client shall pay to Locum.co.uk a Permanent Placement Fee in accordance with Schedule 3.

11. Termination

11.1 Either party may terminate this Agreement by 30 day's written notice to the other party.

11.2 Locum.co.uk may terminate this Agreement immediately without notice and without liability:

(a) if there is any breach of this Agreement by the Client which is incapable of remedy;

(b) if there is any other serious or repeated breach of this Agreement by the Client, which is, in the reasonable opinion of Locum.co.uk, capable of remedy and which is not remedied within 10 Business Days written notice requiring it to do so;

(d) if the Client becomes insolvent within the meaning of the Insolvency Act 1986, becomes bankrupt, applies for, or has made against it a receiving order, or makes any composition with its creditors or an administration order or if an order is made or resolution passed for the winding up of that party or that party passes a resolution to cease trading or actually ceases trading; or

(e) if Locum.co.uk has reasonable grounds to believe that the Client has committed an act or omission of dishonesty, fraud, incompetence or negligence; or is convicted of any indictable criminal offence.

12. Effect of Termination

12.1 All rights and obligations of the parties shall cease to have effect immediately upon termination or expiry of this Agreement, save that termination or expiry shall not prejudice or affect the continued existence and validity of the rights and obligations of the parties under those clauses expressly stated to survive or implicitly surviving termination.

12.2 In the event that this Agreement is terminated, the Client shall within 10 Business Days of termination:

(a) return all or any Confidential Information in its possession together with all copies thereof; and

(b) destroy all or any Confidential Information in its possession by shredding or incineration of all documents and other material in its possession, custody or control and/or irretrievably delete the same if stored on electronic or magnetic media and certify to Locum.co.uk that this has been done.

12.3 Upon termination of this Agreement, the Client shall have no claim against Locum.co.uk for indemnification or compensation for any Losses, other than a claim for damages if and to the extent that termination was a proven breach of this Agreement by Locum.co.uk.

13. Liability and Indemnity

13.1 The Client will indemnify and hold Locum.co.uk harmless on a continuing basis for any Losses incurred by Locum.co.uk as a result of its breach of this Agreement or arising from its negligent or deliberate acts, defaults or omissions.

13.2 Locum.co.uk shall not be liable for any Losses incurred by the Client or any other entity from the Introduction or subsequent Engagement of a Healthcare Professional save as expressly agreed in this Agreement.

13.3 The Client acknowledges that Locum.co.uk does not supervise and/or control the actions of any Healthcare Professional. Nothing in this Agreement shall in any way constitute any Healthcare Professional as the employee or worker of Locum.co.uk. Locum.co.uk shall not be responsible for supervising, monitoring or directing the Healthcare Professional whilst working on an Engagement and that accordingly, only the Client is in a position to assess and insure against risks in respect of or during or arising out of the period for which the Healthcare Professional is performing the Healthcare Professional Services.

13.4 The Client acknowledges that Locum.co.uk is an employment agency for the purposes of the Regulations.

13.5 The Client acknowledges that there is no contract between Locum.co.uk and a Healthcare Professional relating to the Healthcare Professional Services. Locum.co.uk shall not be responsible for and shall have no involvement in any disputes between the Client and a Healthcare Professional and shall not be responsible for the quality of the Healthcare Professional Services provided by the Healthcare Professional or their activities while at the Client's location(s). The Locum.co.uk Service Fee reflects only those services agreed to be supplied by Locum.co.uk and does not indicate acceptance of any liability for the Healthcare Professional's acts or omissions.

13.6 Locum.co.uk shall not be responsible for ensuring the suitability of any Healthcare Professional or for the accuracy or validity of any Locum.co.uk Checks save to the extent expressly agreed in this Agreement (including Schedule 2).

13.7 Locum.co.uk shall not be responsible or liable for any Loss incurred or suffered by the Client relating to any Supplier not complying with any legal or tax requirements when acting as an intermediary.

13.8 Subject to clause 13.11, Locum.co.uk shall not be liable for any Losses arising from:

(a) any failure to provide the services of the Healthcare Professional for all or part of the term of this Agreement;

(b) the negligent, wrongful, dishonest or fraudulent acts or omissions or misrepresentations of the Healthcare Professional, including, without limitation, any lack of skill of any Healthcare Professional; or

(c) the theft, destruction, deletion or damage of or to any data, computer systems or materials by any Healthcare Professional.

13.9 Locum.co.uk shall not be liable for any Losses arising out of:

(a) any act or omission or misrepresentation (whether before or after the date of this Agreement) of any Healthcare Professional;

(b) any special, indirect or consequential damages or loss; or

(c) any loss of profit, business, revenue, goodwill, anticipated savings and/or any claims made under third party contracts, arising out of any failure by Locum.co.uk to perform any obligations under this Agreement.

13.10 Subject to clause 13.11 and without prejudice to the other provisions of this clause 13, Locum.co.uk's liability in respect of any breach of this Agreement shall not exceed in respect of any Healthcare Professional or Introduction, £150.

13.11 Nothing in this Agreement shall operate to exclude or limit Locum.co.uk's liability for:

(a) death or personal injury caused by Locum.co.uk's negligence;

(b) its own fraudulent acts or omissions; or

13.12 Any responsibilities to Healthcare Professionals under the Pensions Act and/or any employment law remain the sole responsibility of the Client and the Client agrees to perform those responsibilities.

14. Confidentiality

14.1 All information contained within this Agreement, any Vacancy Notification or Candidate Request and any Engagement Details shall remain confidential and the Client shall not divulge it to any third party, save for its own employees and professional advisers on a need to know basis or as may be required by law. The Client will keep any information associated with an Introduction confidential and not use it for any purpose other than specified by Locum.co.uk to the Client at the time the information was requested.

15. Locum.co.uk and Website Personal Data

15.1 The parties acknowledge that, for the purposes of the Data Protection Laws, each party shall be considered to be a Data Controller in certain respects with respect to Personal Data processed in connection the Locum.co.uk Service.

15.2 The parties shall comply with the provisions and obligations imposed on them by the Data Protection Laws at all times when processing Personal Data in connection with this Agreement.

15.3 To the extent that a party processes any Personal Data on behalf of the other party, the processing party shall: (a) comply with the provisions and obligations imposed on a processor by the GDPR, including the stipulations set out in Article 28(3)(a)-(h) which form a part of, and are incorporated into, this Agreement as if they were set out in full, and the reference to "documented instructions" in Article 28(3)(a) shall include the provisions of this Agreement; and (b) not disclose any Personal Data to any Data Subject or to a third party other than at the written request of the other Party or as expressly provided for in this Agreement.

15.4 Each party shall maintain records of all processing operations under its responsibility that contain at least the minimum information required by the Data Protection Laws, and shall make such information available to any DP Regulator on request.

15.5 If either party receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data by the other party or to either party's compliance with the Data Protection Laws, it shall as soon as reasonably practicable notify the other party and it shall provide the other party with commercially reasonable co-operation and assistance in relation to any such complaint, notice or communication or personal data breach.

15.6 The parties shall co-operate and assist each other in relation to any request made by a Data Subject to exercise its rights under the Data Protection Laws.

16. Client Personal Data

16.1 The parties acknowledge that for certain activities Locum.co.uk shall be a Data Controller in connection with this Agreement and for certain activities Locum.co.uk shall be a Data Processor. To the extent Locum.co.uk is acting as a Data Processor in respect of Client Personal Data this clause 16 shall apply.

16.2 The Client shall:

(a) ensure that any instructions it issues to Locum.co.uk shall comply with the Data Protection Laws;

(b) have sole responsibility for the accuracy, quality and legality of Client Personal Data and the means by which Locum.co.uk acquired the Client Personal Data; and

(c) establish the legal basis for processing under Data Protection Laws, including providing all notices and obtaining all consents as may be required under Data Protection Laws in order for Locum.co.uk to process the Client Personal Data as otherwise contemplated by this Agreement.

16.3 To the extent Locum.co.uk receives from, or processes any Client Personal Data on behalf of, the Client, Locum.co.uk shall:

(a) process such Personal Data only in accordance with the Client's written instructions from time to time (including those set out in this Agreement) save for processing which Locum.co.uk is required to do by Applicable Laws;

(b) take commercially reasonable steps to ensure its personnel are authorised to have access to such Client Personal Data, and ensure that any such personnel are committed to confidentiality or are under an appropriate statutory obligation of confidentiality when processing such Client Personal Data;

(c) taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing, implement technical and organisational measures and procedures to ensure security for such Client Personal Data appropriate to the risk, including the risks of accidental, unlawful or unauthorised destruction, loss, alteration, disclosure, dissemination or access;

(d) unless the transfer is based on an "adequacy decision", is otherwise "subject to appropriate safeguards" or if a "derogation for specific situations" applies, each within the meanings given to them in Articles 45, 46 and 49 of the GDPR respectively, not transfer, access or process such Client Personal Data outside the European Union without the prior written consent of the Client, such consent not to be unreasonably withheld or delayed;

(e) inform the Client without undue delay upon becoming aware of any such Client Personal Data (while within Locum.co.uk's or its subcontractors' or affiliates' possession or control) being subject to a personal data breach (as defined in Article 4 of GDPR);

(f) not disclose any Client Personal Data to any Data Subject or to a third party other than at the request of the Client or as expressly provided for in this Agreement;

(g) except for Client Personal Data of which Locum.co.uk is also a Data Controller and except as required by law or in order to defend any actual or possible legal claims, as the Client so directs, take reasonable steps to return or irretrievably delete all Client Personal Data on termination or expiry of this Agreement, and not make any further use of such Client Personal Data;

(h) provide to the Client and any DP Regulator all information and assistance reasonably necessary to demonstrate or ensure compliance with the obligations in this clause 16 and/or the Data Protection Laws;

(i) permit the Client or its representatives to access any relevant premises, personnel or records of Locum.co.uk on reasonable notice to audit and otherwise verify compliance with this clause 16:

(j) take such steps as are reasonably required to assist the Client in ensuring compliance with its obligations under Articles 30 to 36 (inclusive) of GDPR;

(k) notify the Client as soon as reasonably practicable if it receives a request from a Data Subject to exercise its rights under the Data Protection Laws in relation to that person's Client Personal Data; and

(l) provide the Client with reasonable co-operation and assistance in relation to any request made by a Data Subject to exercise its rights under the Data Protection Laws in relation to that person's Client Personal Data provided that the Client shall be responsible for Locum.co.uk's costs and expenses arising from such co-operation and assistance.

16.4 If either party receives any complaint, notice or communication which relates directly or indirectly to the processing of Client Personal Data by the other party or to either party's compliance with the Data Protection Laws, it shall as soon as reasonably practicable notify the other party and provide the other party with commercially reasonable co-operation and assistance in relation to any such complaint, notice or communication.

16.5 The Client agrees that Locum.co.uk may engage Third Party Providers including any advisers, contractors, or auditors to Process Client Personal Data ("Sub-Processors"). By entering into this Agreement, the Client is deemed to have approved the use of Locum.co.uk's current Sub-Processors. If Locum.co.uk engages a new Sub-Processor Locum.co.uk shall inform the Client of the engagement by sending an email notification to the Client.

16.6 If the Client has a reasonable basis to object to Locum.co.uk's use of such Sub-Processor, and such objection directly relates to the Client's obligations under Data Protection Legislation, the Client shall notify Locum.co.uk promptly in writing within 5 Business Days after receipt of the Client's notice.

16.7 Locum.co.uk shall ensure that its contract with each Sub-Processor shall impose obligations on the Sub-Processor that are materially equivalent to the obligations to which Locum.co.uk is subject to under this Clause 16 (Client Personal Data).

16.8 Any sub-contracting or transfer of Client Personal Data pursuant to this clause 16 shall not relieve Locum.co.uk of any of its liabilities, responsibilities and obligations to the Client under this Agreement and Locum.co.uk shall remain liable for the acts and omissions of its Sub-Processor.

16.9 Where Client Personal Data is Processed by Locum.co.uk under or in connection with this Agreement on behalf of the Client as the Data Controller, the Client agrees that Locum.co.uk may disclose the Client Personal Data to Locum.co.uk's employees, sub-contractors (including Third Party Providers), agents, Affiliates and Affiliate employees as Locum.co.uk reasonably considers necessary for the performance of its obligations under this Agreement, for compliance with applicable law, and the defence of any actual or possible legal claims. Locum.co.uk shall take reasonable steps to ensure the reliability of any person who has
access to the Client Personal Data and ensure that such persons are aware of Locum.co.uk's obligations under this Agreement.

17. General

17.1 Locum.co.uk is committed to equal opportunities and expects the Client to comply with all anti-discrimination legislation as regards the selection and treatment of Healthcare Professionals.

17.2 Time is of the essence for all times, dates and periods specified in this Agreement.

17.3 Where applicable value added tax will be added to the Locum.co.uk Service Fee. Payments will be in sterling. If permitted by Locum.co.uk in any foreign currency they will be calculated at the Bank of England Sterling exchange rate applicable on the date of the invoice and payable in full, with the Client bearing any exchange rate or related banking costs.

17.4 None of the provisions of this Agreement is intended to be for the benefit of, or enforceable by third parties (other than permitted assignees of either party who shall be entitled to enforce the provisions of this Agreement as if original parties to it) and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

17.5 This Agreement is personal to the Client and the Client shall not be entitled to assign or sub-contract its obligations or rights under this Agreement to any third party without the prior written consent of Locum.co.uk. Locum.co.uk shall however be entitled to assign this Agreement and, upon such assignment, without prejudice to the assignor's rights in respect of matters arising prior to such Engagement, and all references to Locum.co.uk shall be deemed to refer to the assignee.

17.6 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and arrangements (if any) whether written, oral or implied between Locum.co.uk and the Client relating to the Introduction of Healthcare Professionals. Unless otherwise agreed in writing by an authorised signatory of Locum.co.uk, this Agreement prevails over any other terms of business or purchase orders the Client puts forward.

17.7 The Client acknowledges that, in entering into this Agreement, it has not relied on any representations by Locum.co.uk, made before the execution of this Agreement other than those expressly set out in this Agreement.

17.8 Any notice required to be given under this Agreement shall be given in writing signed by a person duly authorised by the sending party and delivered by hand, e-mail or prepaid first class post to the recipient at its address specified in this Agreement (or as otherwise notified from time to time to the sender by the recipient for the purposes of this Agreement). Notice will be deemed to have been served when delivered if by hand, 48 hours after posting if sent by first-class post or immediately if sent by email.

17.9 No amendment or variation to this Agreement is effective unless it is in writing and signed on behalf of each party by a person duly authorised by that party. For the avoidance of doubt, agreement to an amendment or variation notified to the other party will constitute 'in writing' for these purposes and if the other party e-signs the amendment, this will constitute 'and signed' for these purposes. If Locum.co.uk posts an updated version of this Agreement the Client is deemed to agree to such updates upon posting a new Vacancy Notification or Candidate Request or confirming an Engagement.

17.10 If any provision or any part of this Agreement is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law:

(a) such provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected;

(b) to the extent permitted by law, the provision severed under Clause 17.10 (a), shall be replaced with a provision which is of similar effect but which is not illegal or unenforceable.

17.11 This Agreement shall be governed by and construed in all respects in accordance with English law and in the event of any dispute regarding this Agreement the English Courts shall have exclusive jurisdiction.

Schedule 1
(Cancellation Fee)

In the event of cancellation of a temporary Engagement, the Client will be required to pay Locum.co.uk
a Cancellation Fee calculated as a percentage of the Healthcare Professional Fees as set out below:

For the avoidance of doubt a cancellation fee as set out in this Schedule shall not apply in respect of cancellation of a Perm Placement.

Schedule 2
(Locum.co.uk Checks)

1. The below is a list of the Compliance Documents which Locum.co.uk will collect and make available to the Client:

(a) Valid GMC Registration;

(b) Valid CCT or JCPTGP Certificate;

(d) Valid Basic or Advanced Life Support Certificate;

(e) Valid Level 3 Child Protection or Safeguarding Children and Adolescents certificate

(f) Valid Level 3 Safeguarding of Vulnerable Adults certificate

(g) Valid Professional Indemnity Insurance;

(h) Copies of immunisation record;

(i) Copy of passport (and confirmation of eligibility to work within the UK);

(j) Valid CRB/DBS check;

(k) CV;

(l) Two valid professional references

(m) Company registration certificate (if GP is working through a Limited Company)

(n) Other Training Certificates required (e.g. Substance Misuse for prisons)

(o) Other Qualification Certificates (e.g. BSC)

(p) any other relevant documentation requested by the client.

Company registration certificate (if Healthcare Professional is working through a Limited Company).

2. Please note that:

2.1 Locum.co.uk does not, except where expressly agreed otherwise, carry out third party checks on information provided by Healthcare Professionals.

2.2 Whilst all information is collected in good faith, Locum.co.uk does not guarantee that information provided by Healthcare Professionals or third parties is true and accurate.

Schedule 3
Permanent Placement Fee

The following Rebate of the Permanent Placement Fee shall be payable as follows:

If a Candidate’s Engagement terminates within 4 weeks from the date of employment commencing the Client shall give Locum.co.uk up to 6 weeks to find a suitable free replacement. Should Locum.co.uk not find a suitable replacement then the 4-8 week rebate shall apply.

Schedule 4

These terms apply in relation to the Introduction of Candidates for Engagement by the Client on permanent or a fixed term basis.

1. Definitions and interpretation

1.1 The following definitions apply in addition to the definitions in the terms of the main agreement:

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

"Engagement Date" means the date on which the Candidate begins an Engagement at the Client;

"Expenses" means any agreed expenses to be paid by the Client;

"Permanent Placement Fee" means the as set out in Schedule 3;

"Relevant Rebate Percentage" means as set out in Schedule 3;

"Remuneration" means all payments, bonuses, commission, profit sharing, London weighting allowance, where a motor vehicle is provided, this will constitute a payment to the value of £5,000, benefits in kind and any other payment arising from the Engagement and whether payable to the Candidate or to a third party (including, without limitation, a limited company connected with the Candidate) in respect of or referable to the first year of the Engagement, or which would (subject to clause 4.3) have been paid if the Engagement had continued for a year.

2. Notification and Perm Placement FeeThe Client shall:

(a) Notify Locum.co.uk immediately of the terms of any offer of any fixed term or permanent Engagement which it makes to the Candidate;

(b) notify Locum.co.uk immediately that its offer of an Engagement to the Candidate has been accepted and to provide details to Locum.co.uk of the Remuneration agreed with the Candidate together with any documentary evidence as requested by Locum.co.uk; and

2.2 The Perm Placement Fee is payable if the Client Engages the Candidate within the period of 6 calendar months from the date of (a) the Introduction, (b) the Client’s withdrawal of an offer of Engagement or (c) the Candidate’s rejection of an offer of an Engagement, (whichever is the later).

2.3 Where prior to the commencement of the Engagement Locum.co.uk and the Client agree that the Engagement will be on the basis of a fixed term of less than 12 months, the Perm Placement Fee will apply pro-rata. If the Client (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within 6 calendar months from the date of termination of the agreed period of the fixed term Engagement, then the Client shall be liable to pay a further Perm Placement Fee based on the additional Perm Placement Fee applicable for (a) the extended period of Engagement or (b) the period of the second and any subsequent Engagement, subject to the Client not being liable to pay a greater sum in Perm Placement Fees than the Client would have been liable for had the Candidate first been Engaged for 12 months or more

2.4 The Client’s obligations under this clause 2 shall be performed without any right of the client to invoke set-off, deductions, withholdings or other similar rights.

2.5 The Perm Placement Fee shall be payable within 7 days of the date of Locum.co.uk's invoice which shall be rendered once the Candidate commences the Engagement.

2.6 VAT is charged at the standard rate on all fees.

2.7 Locum.co.uk reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 4% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.

2.8 In the event that any Locum.co.uk staff with whom the Client has had personal dealings accepts an Engagement with the Client while employed by the Agency [or within 3 months of leaving the Agency], the Client shall be liable to pay a Perm Placement Fee to Locum.co.uk calculated in accordance with Schedule 3.

3. Rebate EntitlementOnce the Engagement has commenced and is terminated by either the Candidate or the Client (except in circumstances where the Candidate is made redundant) before the expiry of 12weeks from the date of commencement of the Engagement; then subject to the terms of clause 3.1 Locum.co.uk will refund the Perm Placement Fee in accordance with the scale of rebates set out in the Schedule 3

3.1 In order to qualify for the refund set out in clause 3

3.2 The Client must comply with the provisions of clause 2 and must notify Locum.co.uk in writing of the termination of the Engagement within 7 days; and

3.3 The Client must exclusively give Locum.co.uk 6 weeks from the date of the notice of termination in which to find one suitable replacement Candidate based on the original specification given for the position the Client is seeking to fill. If after 6 weeks from the date of the notice no suitable replacement Candidate can be found, or if the replacement Candidate’s Engagement is terminated before the expiry of 1 weeks from the date of commencement of the Engagement the Client will then be eligible for a refund, subject to the rest of clause 3.

3.4 For the purposes of this clause 3 the date of termination of the Engagement shall be the date on which the Candidate ceases working or would have ceased working for the Client, but for any period of garden leave or payment in lieu of notice, whichever is the later.

3.5 In circumstances where clause 2.3 applies, the full Perm Placement Fee is payable and there shall be no entitlement to a refund.

3.6 If subsequent to the Client receiving a refund the Candidate is re-Engaged within a period of 6 calendar months from the date of termination then the refund shall be repaid to Locum.co.uk. The Client shall not be entitled to any further refunds in relation to the re-Engagement of this Candidate.

Introductions of Candidates are confidential. If a Client discloses a Candidate’s details to a third party, that will be deemed to be a “Third Party Introduction”. If that Third Party Introduction results in an Engagement of the Candidate by the third party within 6 months of Locum.co.uk's Introduction of the Candidate to the Client in respect of a Candidate Request, then the Client will be liable to Locum.co.uk for payment of a Perm Placement Fee in accordance with Schedule 3. Neither the Client nor the third party shall be entitled to a refund of the Perm Placement Fee in any circumstances.

Standard Terms of Business for Introducing Healthcare Professionals

Standard Terms of Business
for Introducing Healthcare Professionals