Version 2.5 (March 2017)

We are FreshMedic Ltd (trading as, Locum.co.uk) of (Company No. 8830261), registered office, 483 Green Lanes, London, N13 4BS, including, for the purposes of this Agreement, our branch offices and our subsidiary or associated companies (as defined by s.736 and s.309A Companies Act 1985) (“locum.co.uk”). We are the owners of www.locum.co.uk (“Website”).

You are a locum doctor; a suitably qualified GP locum and are the recipient of this Agreement (throughout “You”, “Your” and “Yours”) including, for the purposes of this Agreement, (the “Locum Doctor”).

Together, this cover page, Schedule 1 “How it Works”, Schedule 2 “Terms of Business” and Schedule 3 “Obligations of the Locum Doctor” consist of the entire agreement between locum.co.uk and You (the “Agreement”). 

All capitalised terms shall be defined terms as defined more particularly in the Terms of Business. 

By registering to receive Vacancies from our Website You are confirming that You are bound by the terms set out in this Agreement.

SCHEDULE 1
HOW IT WORKS

The Website is set up to allow Practices to submit Vacancies and to find qualified Locum Doctors to fill those Vacancies. 

The Practice has a vacancy and would like to be Introduced (as defined below) to Locum Doctors that will supply the provision of locum general practitioner services (“Services”). The Locum Doctor is in the business of providing the Services and seeks an Introduction (as defined below) to Practices to which The Locum Doctor will supply the Services. Each Introduction is being made on the terms and subject to the conditions of this Agreement.

Locum.co.uk provides a service to Locum Doctors and Practices by making an Introduction between the two parties through the Website.

All Parties acknowledge that any breach of the obligations set out in this Agreement may cause locum.co.uk to suffer Loss and that locum.co.uk reserves the right to recover such Losses from You.

COMPLIANCE DOCUMENTS

Locum Doctors are deemed to be “suitably qualified” if they meet certain criteria and have provided certain documentation to locum.co.uk (the “Compliance Documents”). The Compliance Documents are:

- Valid GMC Registration
- Valid CCT or JCPTGP Certificate
- Registered on a Performers List
- Valid Basic or Advanced Life Support certificate
- Valid Child Protection or Safeguarding Children certificate
- Valid Professional Indemnity Insurance
- Copies of immunisation record
- Copy of passport (and confirmation of eligibility to work within the UK)
- Valid CRB/DBS check
- CV
- Company registration certificate (if GP is working through a Limited Company)
- Other Training Certificates required (e.g. Substance Misuse for prisons)
- Other Qualification Certificates (e.g. BSC)

The Locum Doctors will make a copy of all Compliance Documents available to the Practice and locum.co.uk upon request and notify locum.co.uk of any changes to any Compliance Documents. 

Locum.co.uk will request periodic checks on the Compliance Documents of the Locum Doctor every 12 months.

Prior to the commencement of an Assignment, the Practice will confirm the accuracy of any information provided by the Locum to the Practice, including any Compliance Documents.

If locum.co.uk or the Practice becomes aware of that any Locum Doctor no longer meets the minimum criteria or that Compliance Documents are outdated, that Party shall notify the other Party immediately.

ASSIGNMENTS - BOOKINGS, AMENDMENTS AND CANCELLATIONS

A Practice may notify locum.co.uk of a vacancy by posting the vacancy on the Website, or by notifying the Company directly by telephone or email. Once notified, locum.co.uk will seek to make an Introduction to Locum Doctors. Once a suitable Locum Doctor has been found, locum.co.uk will make an “Introduction” between the Locum Doctor and Practice by sending a confirmation of the Assignment to both Parties. Once the Introduction has been made, the vacancy will be deemed to be a confirmed “Assignment”. 

Any extension of an Assignment is deemed to be a new vacancy from the Practice.  Any cancellations by the Practice will incur a Cancellation Fee (as set out below).

The Practice will notify locum.co.uk immediately in writing, by text or email, in the event of:

(i) any extension to an Assignment;
(ii) amendment to an Assignment; or 
(iii) cancellation of an Assignment;
(iv) if a Locum Doctor does not turn up for the Assignment; or
(v) if a vacancy is filled otherwise than through the Website.

Locum.co.uk reserves the right to advertise the vacancy in any appropriate manner to find a Locum. 

Unless already provided to the Locum Doctor (and such information remains unchanged), Locum.co.uk shall confirm the booking of the Assignment to the Locum Doctor by providing the following information by text or email in advance: 
 

• the identity of the Practice; 

• the date the Assignment is to commence and the duration or likely duration of the work; 

• the type of work, location and hours during which the Locum Doctor would be required to work; and

• the Fees that will be paid and any expenses payable by or to the Locum Doctor; 

Unless already provided to the Practice (and such information remains unchanged), an Assignment is confirmed when Locum.co.uk sends the booking of the Locum Doctor to the Practice and provide the following information by text or email: 
 

• the identity of the Locum Doctor; 

• the date the Assignment is to commence and the duration or likely duration of the work; 

• the type of work, location and hours during which the Locum Doctor would be required to work; and

• the Assignment Fees that will be paid to locum.co.uk; 

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

(i) any extension to an Assignment;
(ii) amendment to an Assignment; or 
(iii) cancellation of an Assignment if notified directly to You;
(iv) inability to complete the Assignment, the Locum Doctor will inform locum.co.uk as soon as is reasonably practicable but in any event, no later than 1 hour after becoming aware of any event which renders them unable to complete the Assignment; 
(v) either before or during the course of an Assignment, the Locum Doctor becomes aware of any reason why s/he may not be suitable for an Assignment, s/he shall notify locum.co.uk without delay.

TERMS BETWEEN THE LOCUM & PRACTICE

Once an Assignment has been confirmed, it is the responsibility of the Locum Doctor and the Practice to agree to terms of business for the Assignment. Locum.co.uk has no contractual involvement in any Assignment and relationships between the Locum Doctor and the Practice, for ease of reference, will be governed by the Terms of Assignment found at http://gp.locum.co.uk/assignment-terms.html if no other terms are deemed to apply.

With respect to the terms between the Locum & the Practice, the Practice will:

Provide a copy of any other revised terms and conditions (“Revised Terms”) due to apply between the Practice and Locum Doctor prior to submitting any vacancy. 

Confirm that all such Revised Terms do not conflict with the terms of this Agreement and do not offer less favourable terms to the Assignment Terms.

PAYMENT OF FEES TO COMPANY

No later than one week after the completion of the Assignment or as may be agreed between the Practice and the Locum Doctor, the Locum Doctor shall deliver to the Practice and locum.co.uk a timesheet with the Locum Doctor’s details (including name, hours worked, a breakdown of the Services and details of any agreed expenses) signed by an authorised person (a partner of the Practice or the Practice manager) (“Completed Timesheet”). 

The Locum Doctor shall obtain the signature of an authorised representative of the Practice as verification of execution of the provision of the Services and provide a copy to the Practice and to locum.co.uk.

The Locum Doctor shall invoice the Practice directly for fees (“Locum Fees”) for the work completed by the Locum Doctor, and, as evidenced by the Completed Timesheets, they assign their invoice to a third party for collection.

The Practice will pay directly, or indirectly through a third party, the Locum Doctor (or any third party) the Locum Fees within 30 days (or as otherwise agreed) of that invoice.

The Practice will provide an Authorised Representative to authorise and verify all timesheets for the Locum Doctor and provide any copies of Completed Timesheets or other documentation requested in respect of the Assignment by locum.co.uk or the Locum Doctor.

The Practice will pay the following “Fees” to locum.co.uk within 30 days (or as otherwise agreed) of the invoice: 

The Assignment Commission

A commission based on a percentage of the Locum Fees (“Assignment Commission”).

The Engagement Fee

If before or during an Assignment or during 14 weeks after the date of an Assignment end, as a result of an Introduction by locum.co.uk, the Practice will not engage the Locum Doctor directly or through another Company nor introduce the Locum Doctor to another practice, either as a locum doctor, a shareholder, investor, principal, agent, partner, director, employee, consultant or otherwise (the “Engagement” and “Engage” shall be deemed to be the same). For any Engagement, locum.co.uk will be entitled either to charge the Practice an “Engagement Fee” equivalent to 30% of the annual salary or at locum.co.uk’s sole request, to commence a period of extended hire with the Practice. 

If the Practice Engages any Locum within 14 weeks of an Introduction or completion of an Assignment, the Practice shall within 24 hours of the Engagement notify Locum.co.uk in writing of such Engagement. 

In the event that an Engagement is not notified to locum.co.uk by either the Locum Doctor or the Practice, the Engagement Fee shall be deemed ‘a debt’ to locum.co.uk as the date of the Engagement, whether or not locum.co.uk have invoiced the Practice and payment shall be deemed to have been due within 30 days of the commencement of the Engagement. 

In the event that an Engagement is not notified to locum.co.uk, locum.co.uk will consider that to be a material breach of this Agreement and may seek legal recourse against the Practice for unpaid fees, which will include a claim for interest and legal costs.

The Cancellation Fee

The following percentage of the Locum Fees shall be payable to locum.co.uk if a cancellation of an Assignment is received within the time period set out in this table:
 

Cancellation within … of the start date of the AssignmentFee payable

During or within 24 hours100% of the Locum Fees

Within one week but more than 24 hours50% of the Locum Fees

Within 1 month and more than 1 week25% of the Locum Fees

More than 1 monthNo Cancellation Fee is payable

Non-payment fees

In the event of non-payment of any Fees, locum.co.uk reserves the right to terminate or suspend this Agreement and any and all vacancies and Assignments until all sums due to locum.co.uk, the Locum Doctor or any authorised third party are paid by the Practice.

Interest on all amounts and sums due by the Practice will be payable from 30 days (or as otherwise agreed) after the date of the invoice until the date of payment, at a daily interest rate (both before and after judgment) on a daily basis at an annual rate equal to 4% above the base rate of Barclay’s Bank Plc.  Locum.co.uk acknowledges that this is a substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998 (as amended). 

With respect to the Fees, locum.co.uk will directly invoice the Practice for any Engagement, Cancellation and Assignment Fees due.

Locum.co.uk will not charge the Locum Doctor any Fees for the Introduction of the Locum Doctor to the Practice; all services provided herein are in exchange and in consideration of the duties and obligations under this Agreement.

DEDUCTIONS OF TAX AND NI

When notifying Locum.co.uk of a vacancy, the Practice must state whether they consider the vacancy to be within IR35, and therefore whether they will or will not be deducting tax and National Insurance from the amount invoiced by the Locum.  Unless notified otherwise by the Practice, the vacancy is deemed to be outside of IR35, and the invoice is to be paid in full.

Once an Assignment has been confirmed the Practice must notify Locum.co.uk, no later than 14 days prior to the date the Assignment is due to commence, of any changes to the employment status of the Locum as deemed by the Practice.  If the Locum does not agree to the changes, the Assignment will be considered cancelled by the Practice, and a new vacancy requested.

In the case of an Assignment where the Locum and Practice have agreed that deductions for tax and NI are to be made at source, it is the responsibility of the Practice to make arrangements for the Locum’s tax and NI to be deducted from the Locum’s invoice and paid to HMRC.

If Locum.co.uk have not been notified within the specified time period (no later than 14 days prior to the date the Assignment is due to commence) of any changes to the employment status of the Locum as deemed by the Practice, the Locum’s invoice must be paid by the Practice in full with no deductions.  The Practice would then be responsible for arranging the payment of the Locum’s tax and NI to HMRC with the Locum directly.

PAYMENT OF FEES TO LOCUMS THROUGH HPS

HPS is a third party payment provider that provides a payment structure to enable Locum Doctors to receive a payment from Practices in good time. 

In the event that the Locum Doctor enters into an agreement with HPS, or any other third party, any agreement governing that relationship supersedes this agreement.

WARRANTIES AND CONSENTS
 

1. You warrant to locum.co.uk that by entering into and performing Your obligations under this Agreement You will not be in breach of any obligation which You owe to any third party.

2. If You are a Locum Doctor, You warrant You are fit to practise as a doctor and have the necessary skills and qualifications to perform the Services and that all Compliance Documents are valid and existing at the date of this Agreement and at any time hereafter.

3. You represent and warrant that You have full power, authority and legal capacity to enter into and perform the obligations under this Agreement.

4. You represent and warrant that Your Representative is authorised to bind You.

5. You represent and warrant that You will comply with all bribery and anti-corruption legislation, including the Bribery Act 2010. 

6. You consent to locum.co.uk, any other intermediary involved in the Introduction (now and in the future):

• processing Your personal data for purposes connected with and pursuant to this Agreement; and

• exporting and/or processing any personal data in jurisdictions outside the European Economic Area for purposes connected with the performance of this Agreement.

 

SCHEDULE 2
TERMS AND CONDITIONS

TERM
1. These terms and conditions are a part of the Agreement to which they are referenced. 
2. Any Agreement has effect from the date on which executed by You and shall continue thereafter for an initial period of twelve months (the “Initial Term”). 
3. Both parties enter into this Agreement in consideration for the services, duties and obligations of the other Party under this agreement.

DUTIES
4. During the Term, You and locum.co.uk shall perform the functions and duties more fully set out in this Agreement and in particular in “Part A. How it Works”.

INTELLECTUAL PROPERTY RIGHTS
5. You shall have no rights in respect of any of Our trade names or trade marks of the other Intellectual Property Rights, except as expressly provided in this Agreement.
6. The Practice hereby grants a non-exclusive, irrevocable, royalty-free, worldwide licence to use the logo of the Practice in all marketing collateral on or offline.
7. You shall not during the Term (and thereafter without limit in point of time) disclose, divulge or communicate to any third party whomsoever all or any part of the Know-How or any other Confidential Information or proprietary information or data that locum.co.uk may in its discretion make available to You and shall take all steps reasonably necessary to prevent the disclosure of such matters to any third party by officers, employees and agents by You.

CONFIDENTIALITY
8. Neither party shall during and after termination of the Agreement, without the prior written consent of the other party, use or disclose to any other person any information of the other party which is identified as Confidential Information or which is confidential by its nature.
9. Each party shall on demand and on termination of the Agreement surrender to the other Party all materials relating to such Confidential Information in its or its personnel's agent or representatives' possession.
10. You agree that it will at all times (both during the Term of this Agreement and after its termination) keep confidential and will not use (other than for the purposes of this Agreement) and will not, without the prior written consent of locum.co.uk, disclose or communicate to any third party any Confidential Information.
11. You shall ensure that Your employees are aware of and comply with the confidentiality and non-disclosure provisions contained in this Agreement and You shall be liable to locum.co.uk in respect of any loss or damage which locum.co.uk may sustain or incur as a result of any breach of confidentiality by any such employees.
12. If You consider that it is required by law to disclose any Confidential Information to any person, You shall forthwith notify locum.co.uk in writing not less than two days prior to such disclosure and give locum.co.uk an opportunity to verify whether such disclosure is or is not required.
13. If You become aware of any breach of its confidentiality obligations (including a breach by any of the employees), You shall promptly notify locum.co.uk and give locum.co.uk all reasonable assistance in connection with any proceedings which locum.co.uk may institute to protect the confidentiality of the Confidential Information.

DISCLAIMER & INDEMNITY
13.1. Locum.co.uk makes no representation nor does it accept any responsibility for ensuring that the terms of this contract are an accurate reflection of the relationship between the Practice and the Locum Doctor. If the Locum has any right, claim or action against any other Practice or Locum Doctor arising from its use of the Platform, the Locum agrees to pursue such right, claim or action independently, and the Locum releases Locum.co.uk (and its parent, subsidiaries, affiliates, officers, directors, agents and employees) from all and any liability and Losses.
13.2. During and after the Agreement, You agree to protect, indemnify, defend and hold harmless Locum.co.uk and any successor to it, and to the extent required from time to time by Locum.co.uk, (or their successors) its officers, agents, and employees, from and against any and all Losses suits, losses, actions, judgments, liabilities, and costs whatsoever (including legal fees on a full indemnity basis) (whether valid or invalid and whether deemed alleged or upheld) arising out of, connected with, or resulting from:
13.3. Your negligence, misrepresentation or the breach of any obligation to be performed under the Agreement.
13.4. Any proceedings, claims or demands by any third party (including specifically, but without limitation, Her Majesty’s Revenue and Customs and any successor, equivalent or related body). 
13.5. The provisions of this condition 6 shall survive termination of the Agreement.
13.6. If You are an individual:
13.6.1. this Agreement constitutes a contract for the provision of services to the Practice and not a contract of employment and accordingly You shall be fully responsible for and shall indemnify the Practice and locum.co.uk for and in respect of any income tax, national insurance, social security contributions, similar or applicable tax in the country in which You provide his/her or its services and any other liability, deduction, contribution, assessment, or claim arising from or made in connection with the provision of the Services, where the recovery is not prohibited by law; and 
13.6.2. You shall further indemnify locum.co.uk against (i) all reasonable Losses or liability incurred or payable by locum.co.uk or the Practice or in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and (ii) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by You against the Practice or locum.co.uk arising out of or in connection with the provision of the services. 

TERMINATION

14. Either Party may terminate this Agreement upon no less than 30 days prior written notice to the other.
15. Locum.co.uk may terminate this Agreement immediately without notice and without liability to You if You and remove you from our Introduction services if You:
15.1. commit a breach of any provision of this Agreement which is incapable of remedy or (if such a breach is remediable) You fail to remedy that breach immediately upon notification to You; or
15.2. are guilty of conduct tending to bring locum.co.uk into disrepute or You are suspected of any fraud, dishonesty or serious misconduct; or
15.3. are convicted of a criminal offence (save for such criminal offence which in locum.co.uk’s opinion does not affect the reputation of locum.co.uk); or
15.4. If a Practice, the Practice is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors 
15.5. If a Locum Doctor, the Locum Doctor ceases to conduct all (or substantially all) of his/her business, is or becomes unable to pay his/her debts as they fall due, is or becomes bankrupt or is declared bankrupt, or convenes a meeting or makes or proposes to make any arrangement or composition with his/her creditors; or
15.6. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of either the Practice or the Locum Doctor; or
15.7. an order is made for the winding up of the Practice, or where the Practice passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation or amalgamation where the resulting entity will assume all the obligations of the Practice under its corresponding contract with locum.co.uk); or
15.8. You shall notify locum.co.uk forthwith in writing if s/he should any of the circumstances set out in this section “Termination” apply to You.

CONSEQUENCES OF TERMINATION 

16. All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by You from locum.co.uk shall be returned promptly to locum.co.uk on termination and no copies shall be kept by You. If You fail to do so, then locum.co.uk may enter Your premises and take possession of them. Until they have been returned, You shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement.
16.1. Upon termination of this Agreement for any reason You 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 the termination was a proven breach of contract by locum.co.uk.
17. The following clauses shall continue to apply after the termination of this Agreement: [Indemnity, Confidential Information, Restriction, Consequences of Termination, Governing Law, General, Limitation of Liability]

LIMITATION OF LIABILITY
18. Save as expressly set out herein and to the extent permitted by law, locum.co.uk shall not be liable to You or any third party for any Loss or liability or expense arising out of or in connection with any acts or omissions of locum.co.uk, or any of its directors, officers, employees, contractors and agents, whether done negligently, or deliberately with intent to cause loss, liability or expense, or recklessly and with actual knowledge that such loss, liability or expense would probably result.
19. Locum.co.uk shall not be liable to You or any third party (whether in contract, tort (including negligence), breach of statutory duty or otherwise) arising out of or in connection with this Agreement for any loss of profit, data, goodwill or business opportunities or anticipated savings or benefits or for any type of indirect, special or consequential loss, even if that loss or damage was reasonably foreseeable or that party was aware of the possibility of that loss or damage arising.
20. Any liability of locum.co.uk arising directly from a breach of its contractual duties under this Agreement, or that is not otherwise expressly excluded under this Agreement, shall be limited to £150.
21. Any claim for breach of contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in connection with this Agreement shall be brought within two years of the act or omission alleged to have caused the Loss.
22. No provision herein set out shall exclude or limit the liability of locum.co.uk for death or personal injury caused by its negligence or for fraud or in respect of any other liability arising out of or in connection with this Agreement which cannot be excluded or restricted by law.
23. The provisions in this Agreement shall be exhaustive of the remedies for monetary damages of You or any third party against locum.co.uk arising out of or in connection with this Agreement.

GENERAL
24. Third Parties. Save as set out in clause 35, none of the provisions of this Agreement is intended to be for the benefit of or enforceable by third parties (other than permitted assignees 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.
25. The Practice and the Locum Doctor shall each be entitled to rely on and enforce the duties and responsibilities of the other under this Agreement. The Practice is entitled to rely on the indemnity given by the Locum Doctor in favour of the Practice, notwithstanding that the other may not a party to this Agreement.
26. Entire Agreement. This Agreement, including each Property Spec, these terms and conditions and this Cover Page, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any agreements made or existing between the Parties before or simultaneously with this Agreement.
27. Amendments. Variations or amendments to this Agreement shall be deemed to be valid if (i) the details of such variation are agreed between the Parties to this Agreement in writing in which case such varied Agreement shall apply or (ii) Locum.co.uk may updates the Terms and Conditions by posting a new version on the Website and the Practice is deemed to agree to such updates once posted on the Website upon submitting a new vacancy or confirming an Assignment. While Locum.co.uk will use reasonable endeavours to notify the Practice of such updates, the Practice should check the Locum.co.uk website from time to time for updates. 
28. No warranties. In entering into this Agreement, the [Introducer] acknowledges that it does not do so on the basis of, and does not rely on any representation or warranty of locum.co.uk or any other provision except as expressly provided in this Agreement and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
29. Requests. Upon reasonable request by locum.co.uk, You will (at its own cost and expense) execute and register all further documents and do all acts and things as locum.co.uk may reasonably require to obtain the full benefit of this Agreement for the purpose contemplated by it.
30. Counterparts. This Agreement may be executed in any one or more number of counterparts each of which, when executed, shall together be deemed to form part of and constitute this Agreement.
31. No partnership. Nothing in this Agreement shall constitute the Parties as partners or joint venture Parties of each other in any way. Nothing in this Agreement is intended to, or shall operate to, create a partnership between the Parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
32. Severability. If any of the provisions in this Agreement shall be held to be illegal or unenforceable in whole or in part under any enactment or rule or law, the provision in question shall, to that extent, be deemed not to form part of this Agreement or shall apply with such deletions as may be necessary to make it legal and enforceable and the enforceability of the remainder of this Agreement shall not be affected.
33. Assignment. This Agreement and the benefit of the rights granted to You by this Agreement shall be personal to You and You shall not subcontract, novate, assign, transfer, mortgage, charge, declare a trust of or deal in any manner with the Agreement or any of its rights and obligations under or arising out of the Agreement to any third party, agency the same or part with any of its rights or obligations hereunder without the prior written consent of locum.co.uk.
34. Waiver. The failure of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.
35. All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by first class prepaid post to the registered office of locum.co.uk or the address of the Locum Doctor (as appropriate) or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.
36. If any dispute arises as to the amount of Fees due and payable, the same shall be referred to Our accountants for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties. The costs of any such review and any such decision by Our accountants shall be borne in the proportions as the accountants at their discretion deem fair. 
37. This Agreement shall be construed in accordance with the laws of England & Wales and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of this Agreement shall be subject to the exclusive jurisdiction of the Courts of England & Wales. 

DEFINITIONS AND INTERPRETATION
38. In this Agreement the following definitions apply:
“Authorised Representative” means, in respect of either Party, any person from time to time nominated to the other Party as a person authorised to give instructions on behalf of that Party for the purpose of this Agreement;
“Assignment” means any assignment for which the Locum Doctor is engaged by a Practice to provide the Services to the Practice under the Terms;
“Assignment Terms” means the terms and conditions agreed between the Practice and the Locum with respect to any Assignment;
“Confidential Information” means any and all confidential commercial, financial, marketing, technical or other information or data of whatever nature relating to the Practice or locum.co.uk or their business or affairs (including but not limited to this Agreement, data, records, reports, agreements, software, programs, specifications, know-how, trade secrets and other information concerning the Assignment) in any form or medium whether disclosed or granted access to, whether in writing, orally or by any other means, provided to any third party in relation to the Assignment or by a third party on behalf of the Practice whether before or after the date of this Agreement together with any reproductions of such information in any form or medium or any part(s) of such information Except that “Confidentiality” shall not apply to any Confidential Information which: (i) comes into the public domain otherwise than through a breach of this Agreement; (ii) is required by any court of competent jurisdiction or by a governmental or regulatory authority to be disclosed or where there is a legal right, duty or requirement to disclose; or (iii) is required to be disclosed to any Clients or prospective customers provided that before any such disclosure You make any such Clients or prospective customers aware of the confidentiality and non-disclosure provisions contained in this Agreement and uses its best endeavours to obtain a binding undertaking as to confidentiality on the terms of this Agreement from such persons.
“Intellectual Property Rights”: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in Confidential Information (including Know-How and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Introduction” means the introduction of the Locum Doctor to the Practice or by any third party to whom the Locum Doctor has been introduced by the Practice; “Introduce”, “Introduces” and “Introduced” shall be construed accordingly;
“Know-How” means such matters and items as may from time to time be delivered, divulged,  disclosed, imparted or otherwise communicated by or on behalf of locum.co.uk to You, including (without limitation) designs, advertising and sales promotion materials, marketing information systems and procedures, and staff training;
“Losses” means all losses, claims, liabilities, damages, costs, expenses (including legal costs on a full indemnity basis) whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, loss of goodwill, loss of business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands (even if that loss or damage was reasonably foreseeable or the relevant Party was aware of the possibility of that loss or damage arising); and "Loss" shall be construed accordingly
“Practice” means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) requiring the Services;
“Services” means the Services to be performed by the Locum Doctor for the Practice for a period of time during which the Locum Doctor is engaged by locum.co.uk to provide the Services to the Practice under the Terms
38.1. Words incorporating the masculine gender only include the feminine and neuter genders and words incorporating the singular number only include the plural and vice versa.
38.2. Unless otherwise stated, references to Clauses, Cover Page, Property Spec or Schedules are references to those parts of this Agreement and form an integral part of this Agreement.
38.3. Clause headings are for ease of reference only and shall not affect the construction or interpretation of this Agreement.
38.4. References to persons include bodies corporate, unincorporated associations and partnerships.
38.5. References to writing shall include typewriting, printing, lithography, photography, electronic mail messages, facsimile messages and other modes of reproducing words in a legible and non-transitory form.
38.6. References to the “Parties” or a “Party” shall mean the Parties or a Party (as the case may be) to this Agreement.

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SCHEDULE 3
OBLIGATIONS OF THE LOCUM DOCTOR

1. The Locum Doctor is a self-employed doctor and is being supplied into a hospital consultant/general practice post and is not under the supervision, direction or control of any person as to the manner in which s/he renders his/her Services. 

2. All Locum Fees payable to the Locum Doctor, are without deductions in respect of PAYE income tax or National Insurance Contributions and the Locum Doctor shall be responsible for all taxes and deductions payable in respect of the Locum Fees. 

3. Any compliance with the immigration laws applicable to the jurisdiction in which the Services are provided shall fall upon and be discharged wholly and exclusively by the Locum Doctor. 

4. The Practice shall not be obliged to pay the Locum Doctor for any periods during which the Services are not provided, whether this is due to the Locum Doctor being unable to provide the Services or otherwise in respect of holidays, illness or absence. For the avoidance of doubt, the Locum Doctor is not a worker for the purposes of the Working Time Regulations.

5. For the avoidance of doubt, the Locum Doctor is not an employed earner for the purposes of claiming any social security benefit from locum.co.uk or the Practice including but not limited to statutory sick pay, statutory maternity pay, statutory adoption pay and statutory paternity pay.

6. The Locum Doctor shall not hold him/herself out as an employee or worker of either locum.co.uk or the Practice. 

7. The Locum Doctor shall bear the cost of any training which the Locum Doctor may require in order to perform the Services.

8. The Locum Doctor shall be liable for any and all Losses or injury to any Party resulting from the deliberate and/or negligent acts or omissions of the Locum Doctor during an Assignment, or for the acts or omissions of any assignee or sub-contractor to whom the Locum Doctor assigns or sub-contracts the performance of the Services, during an Assignment.

9. The Locum Doctor shall ensure the provision of adequate Professional Indemnity Insurance and any other suitable policies of insurance in respect of the Locum Doctor during an Assignment and shall make a copy of the policy available to locum.co.uk upon request as part of the Compliance Documents;

10. The Locum Doctor shall be liable for any defects arising in relation to the Services; 

11. The Locum Doctor shall rectify at its own cost such defects as may be capable of remedy within a reasonable period from notification of such defects by either locum.co.uk or the Practice.

12. The Locum Doctor shall observe any relevant rules and regulations of the Practice’s establishment or the premises where the Services are being performed to which attention has been drawn or which the Locum Doctor might reasonably be expected to ascertain; including but not limited to those relating to health and safety to the extent that they are reasonably applicable to the Locum Doctor; 

13. The Locum Doctor shall take all reasonable steps to safeguard his/her own safety and the safety of any other person who may be affected by his/her actions whilst on the Assignment;

14. The Locum Doctor shall comply with the Data Protection Act 1998 in respect of any personal data which the Locum Doctor is granted access to for the purpose of or by reason of the performance of the Services; 

15. The Locum Doctor shall not at any time divulge to any person, nor use for his/her own or any other person’s benefit, any Confidential Information relating to the Practice’s or locum.co.uk’ employees, business affairs, transactions or finances;

16. The Locum Doctor shall not engage in any conduct detrimental to the interests of locum.co.uk and/or the Practice which includes any conduct which could bring locum.co.uk and/or the Practice into disrepute and/or which results in the loss of custom or business for locum.co.uk and/or the Practice;

17. The Locum Doctor shall not commit any act or omission constituting unlawful discrimination against or harassment of any member of locum.co.uk' or the Practice's staff;

18. The Locum Doctor shall not sub-contract or assign to any third party any of the Services which s/he is required to perform under the Assignment;

19. The Locum Doctor shall furnish the Practice with any progress reports, documentation or  as may be requested from time to time;

20. The Locum Doctor shall comply with all the requirements of VAT legislation and all relevant tax requirements; and

21. The Locum Doctor shall comply with all relevant legal obligations, including but not limited to statutory obligations.

22. The Locum Doctor shall ensure that any computer equipment and associated software s/he uses for the purpose of providing the Services contains anti-virus protection with the latest released upgrade from time to time.

23. The Locum Doctor shall acknowledge that all copyright, trademarks, patents and other intellectual property rights deriving from the Services carried out by the Locum Doctor and during the Assignment shall belong to the Practice. Accordingly the Locum Doctor shall execute all such documents and do all such acts as locum.co.uk and/or the Practice shall from time to time require in order to give effect to its rights pursuant to this clause.

24. Save as otherwise stated in this Agreement, the Locum Doctor shall be entitled to supply his/her Services to any third party during the term of this Agreement provided that this in no way conflicts with or is to the detriment of the supply of his/her Services to the Practice or amounts to a breach of this Agreement.