Terms and Conditions for GPs

This page contains the general Terms and Conditions between Healthcare Professional and Client for Healthcare Professional Services.

General Terms and Conditions between Healthcare Professional and Client for Healthcare Professional Services

Background:

  1. The Healthcare Professional shall provide the Healthcare Professional Services for the Client in accordance with the terms of these General Terms and Conditions which is a contract for services.
  2. These General Terms and Conditions are a framework agreement, the terms of which shall apply to any and each Engagement agreed between the parties, including via such click box or registration system on any online platform the parties may use.
  3. Healthcare Professional Services under these General Terms and Conditions may, for reasons of convenience, be paid for via a third party, but the parties acknowledge and accept that any payment relating to Healthcare Professional Services shall be the ultimate responsibilities of the Client and paid under or in consequence of the Agreement between the Healthcare Professional and Client and not under any agreement between the Client and any third party.

It is agreed as follows:

  1. Definitions and interpretation

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

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

“Apprenticeship Levy” means the levy on UK employers with annual paybills in excess of £3 million to fund new apprenticeships, pursuant to Part 6 of the Finance Act 2016.

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

“AWR” means the Agency Workers Regulations 2010.

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

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

Client Assessment” has the meaning set out in clause 5.3.

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

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

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

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

“Fee Rate” means the rate of payment as detailed in the Platform plus any Short Notice Cancellation Fee.

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

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

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

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

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

“Inside IR35” means where the circumstances under which a Healthcare Professional (providing its services via a Supplier) 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 satisfied.

“IR35 Assessment” has the meaning set out in Clause 5.2(a).

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

Net Fee” means the fee payable to the PSC after adjustment to allow for statutory payments and deductions.

“Off Payroll IR35 Legislation” means Income Tax (Earnings and Pensions) Act 2003 Part 2 Chapter 10, as outlined in the Schedule 1 of the Finance (No.2) Bill 2017)

“Outside IR35” means where the circumstances under which the Healthcare Professional (providing its services via a Supplier) will provide the Services under the Assignment are such that the requirements set out in s61M(1) of the Off Payroll IR35 Legislation are not satisfied.

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

“PSC Contractor” means a Healthcare Professional who controls and directs a limited company through which they contract and offer their services on an independent business to business basis.

“PSC” means the limited company through which a PSC Contractor operates.

“Short Notice Cancellation Fee” means the fee payable by the Client for cancelling an Engagement at short notice. Bookings cancelled more than 5 business days in advance will incur no penalty. If a booking is cancelled with less than 5 business days before the Engagement is due to commence, the Healthcare Professional may charge the following fees:

 

Engagement cancelled within

Cancellation fee

5 Business Days

5%

4 Business Days

10%

3 Business Days

15%

2 Business Days

20%

1 Business Day

 25%

“Supplier” means (if applicable) an intermediary (including a PSC), via which the Healthcare Professional performs Healthcare Professional Services.

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

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

  1. Each term starting with a capital letter and not defined in clause 1.1 or elsewhere in these General Terms and Conditions is as defined in the Platform.
  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 these General Terms and Conditions) and all subordinate legislation made (before or after these General Terms and Conditions) under it from time to time.
  3. Where the context permits, words denoting:
  1. persons shall include bodies corporate and unincorporated associations of persons;
  2. the singular includes the plural and vice versa; and
  3. one gender shall include any gender.
  1. The Healthcare Professional acknowledges and agrees that the terms of these General Terms and Conditions shall apply to each Engagement. In the event of any conflict or inconsistency between the Engagement Details and the terms in these General Terms and Conditions, the terms of the Engagement Details shall take precedence.
  2. Where the Client engages the services of a Healthcare Professional via a Supplier (and such Supplier is engaged on the basis of these General Terms and Conditions) then:
  1. references in these General Terms and Conditions to the Healthcare Professional shall refer to the Supplier; and
  2. the Supplier agrees that it shall procure that the Healthcare Professional shall comply with the terms of this Agreement as if it were a party to it in place of the Supplier.
  1. Healthcare Professional’s Obligations

  1. The Healthcare Professional shall:
  1. throughout the term of each Engagement under these General Terms and Conditions supply the Healthcare Professional Services in accordance with Good Practice at all times taking responsibility for the way in which the Healthcare Professional Services are performed and complying with appropriate key performance indicators and reporting requirements as required by the Client’s clinical governance procedures;
  2. comply with all health and safety, site and security regulations applicable at the Client location(s) to the extent that they apply to the type of work required for the provision of the Healthcare Professional Services and report to the Client any unsafe working practices or conditions;
  3. comply with all the Client regulations, policies and protocols as notified by the Client from time to time except where such regulations and policies relate solely to employees of the Client;
  4. promote the interests of the Client and not engage in any conduct detrimental to the interests of the Client, including, without limitation, any conduct likely to bring the Client into disrepute;
  5. give reasonable notice (via the Platform and as otherwise required by the Client, including by telephone to the Client) to the Client of any period during which the Healthcare Professional will be unavailable or unable to perform the Healthcare Professional Services, giving the reason;
  6. supply to the Client (via the Platform) copies of any relevant qualifications or authorisations that the Healthcare Professional is required by the Client or by law or any professional body to have in order to provide the Healthcare Professional Services;
  7. provide the customarily required equipment (save to the extent necessarily provided by the Client) for their session, including where appropriate , a stethoscope, otoscope and ophthalmoscope;
  8. notify the Client in advance via the Platform or as otherwise may be agreed by the parties if it wishes to claim NHS pension contribution from the Client;
  9. indemnify the Client against all Losses incurred by any of them arising out of any negligent, wrongful or fraudulent act or omission of the Supplier and/or the Healthcare Professional; and
  10. (in the case of a Supplier only) enter into a contract with the Healthcare Professional such that he or she is under obligations which reflect the provisions of clauses 2, 5, 6, 7, 8, 9 and 10  as if the Healthcare Professional were a party to the Engagement in place of the Supplier.
  1. Client Obligations

  1. The Client shall:
  1. carry out risk assessments of the Healthcare Professional Services to be undertaken and notify the Healthcare Professional immediately of any specific or potential hazards relating to the Engagement and any precautions the Healthcare Professional should take in relation to such risks;
  2. not allow the Healthcare Professional to undertake any work that is hazardous without first undertaking a risk assessment and notifying the Healthcare Professional of any risks identified;
  3. if applicable, make clear before the Engagement to the Healthcare Professional what rules (including but not limited to health and safety, site and security policies, procedures; login or passwords relating to the Client’s Systems and regulations) apply in respect of the location(s);
  4. ensure that any and all equipment, machinery and protective clothing are in good order and are suitable, safe and comply with all relevant health & safety legislation and that an up to date locum pack is provided at induction complying in all material respects with  www.lantum.com
  5. (if available on the Platform) make appropriate Attendance Module entries verifying the number of hours worked by the Healthcare Professional and evidencing satisfactory performance of the Healthcare Professional Services by the Healthcare Professional. These shall be notified to the Healthcare Professional via the Platform;
  6. use its reasonable endeavours to resolve any reports made by Healthcare Professional in accordance with clause 2.1(b);
  7. pay NHS pension contributions on the basis agreed via the Platform/Engagement Details unless they are not an NHS employer or otherwise agreed in advance. For the avoidance of doubt Healthcare Professionals operating via a personal service company shall not be paid NHS pension contributions; and
  8. provide customary support and training and a physical tour of all premises and systems at the start of the Engagement.
  1. Payment of fees

  1. The Healthcare Professional shall issue invoices to the Client via the Lantum Web Platform in such manner as may from time to time be specified by the operator of the Platform (as agent for the Client) and/or by the Client. Such invoices shall be calculated on the basis of the number of hours worked by the Healthcare Professional, as recorded in the Attendance Module on the Platform or other system agreed by the parties.  Subject to the Healthcare Professional performing the Healthcare Professional Services in accordance with these General Terms and Conditions, the Client will pay the Healthcare Professional’s invoices by the date specified on the Engagement Details.  The Client may have fast payment arrangements in place in which case the Healthcare Professional may be paid within a few Business Days. If such arrangements are in place they will be notified to the Healthcare Professional separately and/or via the Platform or Engagement Details.
  2. The Healthcare Professional shall raise any queries or disputes in relation to entries made in the Attendance Module by the Client immediately.
  3. The Healthcare Professional shall be entitled to claim from the Client any reasonable expenses incurred in connection with the performance of the Healthcare Professional Services provided that the Engagement Details allow for such payment and provided that details of these reasonable expenses (and any appropriate receipts) are given to the Client at such time and in such form as required by the Client. Failure to notify the Client of expenses prior to the end of the Engagement (and/or provide legitimate receipts) as required and/or in good time may result in expenses not being payable.
  4. It is understood by the parties that the supplies of the Healthcare Professional Services are not subject to VAT. If however the VAT legislation changes and/or VAT does become chargeable on any sum charged by the Healthcare Professional all amounts payable for the Engagement shall be exclusive of VAT which, if applicable, shall be payable by the Client at the prevailing rate on production by the Healthcare Professional of the Healthcare Professional’s VAT certificate.
  1. Healthcare Professional’s status

  1. The parties acknowledge that the Healthcare Professional is not the employee, worker, agency worker, agent, partner or servant of the Client or any operator of the Platform and accordingly:
  1. these General Terms and Conditions are not an exclusive arrangement and (subject to clause 2.1(e) nothing in these General Terms and Conditions shall prevent the Healthcare Professional from engaging in other services for any third party;
  2. the Client is not obliged to engage the Healthcare Professional for the provision of services nor is the Supplier or the Healthcare Professional obliged to provide services to the Client beyond the termination or expiry of an Engagement;
  3. any Supplier shall comply with all legal and fiscal obligations including but not limited to the Working Time Regulations 1998 and any requirement to register residency, any requirements under the Pensions Act 2008 and any requirements under the AWR to the extent the Healthcare Professionals work under the supervision and direction of the Client such that the AWR apply, (which the parties agree is not contemplated by the parties to be the case);
  4. the Healthcare Professional shall account on a timely basis to the appropriate authorities for all tax (including VAT), National Insurance contributions and social security levies (if any) payable in respect of sums paid to the Healthcare Professional or (in the case of a Supplier only) by it to the Healthcare Professional or to the Healthcare Professional directly in connection with this Engagement;
  5. the Healthcare Professional shall comply with the provisions of the Immigration, Asylum and Nationality Act 2006 (the “Act”) in all relevant respects and, if the Healthcare Professional is subject to immigration control for the purposes of such Act, the Healthcare Professional warrants that:
  1. the Healthcare Professional has valid and subsisting leave to enter and remain in the United Kingdom for the duration of this Engagement; and
  2. the Healthcare Professional is not (in relation to such leave in 5.1(e)(i)) subject to any conditions which may preclude or have an adverse effect on the provision of the Healthcare Professional Services;
  1. the Healthcare Professional shall, throughout the Engagement hold full medical indemnity cover (including out of hours work cover where relevant), professional indemnity insurance, and public liability insurance and any and all other customary and/or appropriate insurance (including any such from time to time specified via the Platform) against a minimum amount per claim as is customary and/or appropriate and at least such sum(s) as is/are from time to time specified via the Platform and supply the Client with evidence of cover on request. The Healthcare Professional shall cooperate in any checks, including identity checks, reference checks or insurance checks that the Client may carry out itself or via any agent. The Healthcare Professional will notify the Client if any information provided changes;
  2. the Healthcare Professional shall, subject to working towards meeting the Client’s objectives, determine generally how the Healthcare Professional Services shall be supplied;
  3. the Healthcare Professional warrants that it operates on a basis such that the supply it makes in an Engagement is one of independent professional consultancy services to the Client.  Accordingly, the Healthcare Professional agrees that it does not intend or regard the supply of Healthcare Professional Services made in this Engagement to fall within the scope of the PAYE regime or the AWR.  The Healthcare Professional shall notify the Client in writing forthwith if, in its or the Healthcare Professional’s opinion, the nature of the Healthcare Professional Services or the Engagement change(s). Upon receipt of such notification the Client reserves the right to terminate the Engagement by notice with immediate effect without liability. The Healthcare Professional shall indemnify the Client against any Losses arising from failure to notify the Client of any change in the nature of the Healthcare Professional Services from that represented by the Healthcare Professional to the Client, and as intended by the parties, as at the start of the Engagement; and
  4. the Healthcare Professional shall indemnify the Client from and against any Losses which the Client may suffer or incur as a result of the failure of the Healthcare Professional to comply with any of the representations, warranties and/or undertakings in this clause 5 including, without limitation, Losses which they would not have suffered or incurred but for:
  1. the Supplier or the Healthcare Professional claiming to be; and/or
  2. some official, public body or authority for any purpose regarding the Supplier or the Healthcare Professional as,

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

  1. The Supplier hereby acknowledges and agrees that with effect from 6 April 2017 the Off-Payroll IR35 Legislation must to be considered in respect of all supplies made by Healthcare Professionals who provide Healthcare Professional Services via their PSC to the Client.  Accordingly, the Supplier warrants and undertakes that where the Healthcare Professional is providing Healthcare Professional Services via its PSC:
  1. it has assessed whether the circumstances under which the Healthcare Professional will provide the Healthcare Professional Services under the Engagement fall Inside IR35 or Outside IR35 (“IR35 Assessment”) and that it has prior to the commencement of the Engagement, provided a copy of such IR35 Assessment to the Client or the Client’s nominee;
  2. it (and it shall procure that the Healthcare Professional shall) prior the Engagement Start Date and at any time during the Engagement, cooperate with all requests, processes and/or checks as the Client may reasonably require to assist the Client’s IR35 assessment;
  3. ensure that all such information it (and/or the Healthcare Professional) provide(s) as part of the IR35 Assessment or Client (or third party) checklist, questionnaire, request for information or otherwise shall be accurate, up to date and complete;
  4. notify the Client immediately if the Supplier or Healthcare Professional has reason to believe that the nature of the Healthcare Professional Services or the Engagement and/or its IR35 status has changed, or will change.
  1. The Client may appoint an agent to assist it in any decisions as to whether or not an Engagement is Inside IR35 or Outside IR35 and make payments to the Supplier on the Client’s behalf (the “Client Agent”). The Client and or the Client Agent will, based on the outcome of the Client’s IR35 status assessment (the “Client Assessment”) , the IR35 Assessment and any other information it or they reasonably regard(s) as being relevant to the assessment, decide whether the circumstances under which the Healthcare Professional provides/will provide the Healthcare Professional Services under the Engagement fall Inside IR35 or Outside IR35.  The Client and any the Client Agent will act reasonably in reaching its decision but its decision will be final.
  2. The Client reserves the right to pay the Healthcare Professional on a “deemed payment” (as defined under the Off-Payroll IR35 Legislation) basis net of deduction of PAYE and Class 1 primary National Insurance Contributions if the Client Assessment concludes that the Engagement falls Inside IR35 and/or where it is unclear from the assessment information provided to the Client whether the circumstances under which the Healthcare Professional will provide the Healthcare Professional Services under the Engagement fall Inside IR35 or Outside IR35.  Where this is the case the Fee Rate will be reduced to allow for the relevant statutory payments [(including Employer’s National Insurance Contributions and the Apprenticeship Levy)] and deductions to be made by the Client, and the PSC will receive a Net Fee.
  3. The Healthcare Professional shall be free to challenge the Inside IR35 treatment with HMRC and the Client will provide reasonable co-operation to the Healthcare Professional in this regard.
  4. The Client will, upon receipt of and to the extent of any refund(s) it receives from HMRC or other relevant authority in respect of payments made by the Client or its agent in respect of Employer’s National Insurance Contributions and/or Apprenticeship Levy relating to fees paid to the Healthcare Professional on a Net Fee basis under this Agreement, pass on the benefit of any such refund to the PSC less the Client’s reasonable administration costs.
  5. The Client will be entitled to terminate this Agreement by notice to the Supplier with immediate effect if it has reasonable grounds to believe that the circumstances under which the Healthcare Professional Services are provided and/or the nature of the Engagement have changed and/or require re-assessment.
  6. The Supplier shall be entitled to terminate this Agreement by notice to the Client if, prior to the Engagement commencing, the Client provides a Client Assessment for an Engagement that states that the Engagement was Outside IR35, which it changes, prior to the Engagement commencing, so that the Client Assessment is now that the Engagement is Inside IR35.
  7. The Supplier shall indemnify the Client in respect of any Loss the Client suffers as a result of any breach of the warranties in clause 2 above.
  8. If either the Client, the Client Agent or the Healthcare Professional receives any notice or communication from HMRC or any other regulatory body querying the Supplier’s IR35 status in relation to the Engagement, the party who has received the notice or communication shall immediately notify the other party and if appropriate, (to be decided in the Client’s sole discretion) the parties shall work together in good faith to resolve the issue (which shall not constitute any admittance of liability for any reason by the Client).
  9. The Client and/or the Client Agent shall be entitled to withhold from any payment due to the Supplier under this Agreement any sum that it may in its reasonable opinion be or become liable to pay in respect of income tax or national insurance relating to Healthcare Professionals or workers supplied via the Supplier including any such liability under the Intermediaries Legislation, the Expenses Legislation and/or IR35 and shall release such sum to the Supplier on provision of, and to the extent of, such evidence from Supplier as the Client shall reasonably require that such liability shall not arise.
  10. The Supplier shall promptly supply to the Client and/or the Client Agent at the end of each month (or other period from time to time required by the Client) confirmation in writing up to date documentary evidence that such company is registered at Companies House and its Healthcare Professionals/worker(s) is/are paid in the United Kingdom;
  1. Confidentiality

  1. The Healthcare Professional shall:
  1. keep confidential all information relating to the Client’s business and affairs (including, for the avoidance of doubt, payment rates) (“Confidential Information”) which may become known to it in connection with the supply of the Healthcare Professional Services or this Engagement;
  2. not use any Confidential Information except for the purposes of performing the Healthcare Professional Services;
  3. not without the Client’s express written permission remove from the Client’s premises any material containing any Confidential Information; and
  4. on request, return to the Client (or any other entity as the Client may direct) all material in its or the Healthcare Professional’s possession or control and belonging to the Client and/or containing Confidential Information.
  1. Termination

  1. Each Engagement is a separate contract and that contract terminates at the end of the Engagement. Any Engagement may be terminated prior to any end time set out in the Engagement Details: by the Client by notice with immediate effect if:
  1. the Healthcare Professional is in breach of any term of these General Terms and Conditions, which is, in the reasonable opinion of the Client, incapable of being remedied; or, where such breach is in the opinion of the Client capable of being remedied, the Healthcare Professional fails to remedy such breach to the Client’s satisfaction and at no additional cost to the Client within 1 Business Day after an earlier notice requiring it to do so;
  2. the Healthcare Professional has in relation to these General Terms and Conditions committed an act or omission of dishonesty, incompetence or negligence; or is convicted of any indictable criminal offence (other than, where the Healthcare Professional Services do not require the Healthcare Professional to drive, a road traffic offence for which a penalty of imprisonment is not imposed); or becomes bankrupt, applies for, or has made against it or him, a receiving order or makes any composition with its creditors or an administration order or order is made or resolution passed for the winding up of the Supplier;
  3. the Client receives or obtains information which gives the Client reasonable grounds to believe that the Healthcare Professional is unsuitable to provide services for the Client; or, if the information indicates that the Supplier and/or the Healthcare Professional may be unsuitable, the Client has reasonable grounds to believe that the Supplier and/or the Healthcare Professional is unsuitable after the Client has made such enquiries as are reasonably practicable as to such suitability;
  4. the Healthcare Professional fails to provide to the Client any information requested by the Client on or prior to the start of the Engagement.
  1. Termination or expiry of the Engagement shall be without prejudice to the rights of the Client arising directly or indirectly out of the acts and/or omissions of the Supplier and/or the Healthcare Professional prior to, in connection with or as a result of such termination or expiry.
  1. Details and identity of Healthcare Professional

  1. The Healthcare Professional warrants:
  1. the correctness of the information supplied to the Client (via the Platform) in any Application Documents;
  2. that (where the Healthcare Professional is a general practitioner) the Healthcare Professional shall have current and full registration with the General Medical Council and is on the GP register;
  3. that the Healthcare Professional is on such National Performers or other relevant list as may from time to time be appropriate;
  4. that (where the Healthcare Professional is a general practitioner) the Healthcare Professional holds a current CCT GP certificate or equivalent;
  5. that the Healthcare Professional has the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law or by any professional body for the Healthcare Professional to possess in order to perform the Healthcare Professional Services; and the Supplier shall, at the request of the Client, provide confirmation of the identity of the Healthcare Professional and written references and co-operate in any checks in relation to experience, training, qualifications and authorisations relevant to the performance of the Healthcare Professional Services;
  6. that the Healthcare Professional has no criminal convictions which would reasonably affect the Client’s decision to allow the Healthcare Professional access to the location(s) of the Healthcare Professional Services, the Client’s systems or to provide the Healthcare Professional Services; that it will ensure that it receives confirmation from the Healthcare Professional that he or she is willing to work in the position the Client seeks to fill (to the extent that it is accurate to describe the provision of the Healthcare Professional Services under the Engagement as “working in a position”);
  7. (where relevant) that if the Healthcare Professional is practicing with restrictions on their licence, he or she will inform the Client (via the Platform) in advance of the Engagement;
  8. that the Healthcare Professional has provided full and accurate information about any disciplinary proceedings or ongoing performance review;
  9. that he or she may be subject to (whether or not they have been concluded) including any which may have been concluded and may still be relevant to the Engagement. Such proceedings or review should include any such by any Primary Care Trust or any successor body, the General Medical Council, the National Clinical Assessment Service or by any medical body in any country where the Healthcare Professional is practicing;
  10. that if, at any time prior to the start of the Engagement, the Healthcare Professional has, receives or obtains any information which indicates that the Healthcare Professional is or may be unsuitable to perform the Healthcare Professional Services for the Client, whether or not the grounds for this are reasonable, the Healthcare Professional shall pass such information to the Client immediately, and co-operate fully with any further enquiries the Client or its agent may make in connection with that information; and
  11. that the Healthcare Professional is not prevented by any other agreement or arrangement or any restriction (including, without limitation, a restriction in favour of any employment agency, employment business, or client of either of them) from performing their respective obligations under an Engagement.
  1. The Client reserves the right to carry out, or instruct a third party to carry out, electronic identity checking procedures to verify the identity of the Healthcare Professional.  In the case of a Supplier, the Supplier warrants that it has informed the Healthcare Professional of the right reserved by the Client in accordance with this clause 8.2 and that the Healthcare Professional has consented to the Client, or any third party instructed by the Client, carrying out such identity checks.
  1. Data Protection

  1. The Healthcare Professional warrants that:
  1. in relation to an Engagement, it shall comply strictly with all provisions applicable to it under the Data Protection Laws; and
  2. the Healthcare Professional has given his express consent to the Client, the operator of the Platform and any member of the Client’s Group and/or any other intermediary, such as a managed service provider, involved in the supply of the Healthcare Professional Services to the Client:
  1. processing the Healthcare Professional’s personal data for purposes connected with the provision of the Healthcare Professional Services or otherwise in contemplation of providing the Healthcare Professional Services and for any purposes connected with the performance of an Engagement; and
  2. exporting and/or processing the Healthcare Professional’s personal data in jurisdictions outside the European Economic Area in accordance with its obligations under Data Protection Law for purposes connected with the performance of an Engagement.
  1. The Supplier/Healthcare Professional shall indemnify the Client for any Losses the Client incurs or suffers arising from any breach of any warranty contained in clause 9.1.
  2. The Client warrants that in relation to an Engagement, it shall comply with all provisions applicable to it in relation to the Healthcare Professional’s personal data under the Data Protection Laws and it shall only process such personal data in accordance with the terms of the Client’s privacy policy (a copy of which has been provided to the Healthcare Professional, or is available on request).
  1. General

  1. These General Terms and Conditions and relevant Engagement Details (and any confidentiality undertaking given by the Healthcare Professional to the Client) constitute the entire agreement between the parties and supersedes all previous agreements and arrangements (if any) whether written, oral or implied between the Client and the Healthcare Professional relating to the Healthcare Professional Services and all such agreements still effective at the start  of an Engagement (if any) shall (without prejudice to the rights of the Client arising prior to the start of an Engagement in respect of prior breaches by the Healthcare Professional of which the Client is not aware) be deemed to have been terminated by mutual consent with effect from the start date but so that nothing in this clause 10.1 shall operate to exclude or limit the liability of any party in respect of fraud.
  2. The Healthcare Professional acknowledges that, in agreeing to perform an Engagement, it has not relied on any representations by the Client, its agent or the Healthcare Professional made before the relevant Vacancy other than those expressly set out in the Platform and Engagement Details.
  3. An agreement relating to an Engagement is personal to the Healthcare Professional and the Healthcare Professional shall not be entitled to assign or sub-contract its obligations or rights to any third party or to procure that the Healthcare Professional Services are performed by any person other than the Healthcare Professional.
  4. No amendment to any Engagement is effective unless it is incorporated within the Platform.
  5. Any notice required to be given relating to an Engagement shall be sent through the Platform (or as otherwise notified from time to time to the sender by the recipient for the purposes of the Engagement).
  6. Any Engagement shall be governed by and construed in all respects in accordance with English law and the Courts of England and Wales shall have exclusive jurisdiction.
  7. The restrictions contained in the Engagement are considered reasonable by the parties, but, if any such restriction is found void but would be valid if some part of the restriction were deleted, such restriction shall apply with such deletion as may be necessary to make it valid and effective.
  8. None of the provisions of the Engagement is intended to be for the benefit of, or enforceable by third parties (other than permitted assignees) and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

Schedule 5

Lantum Checks

The below is a list of information which Lantum will collect

 

CHECK

HOW INFORMATION IS COLLECTED FROM Healthcare Professional

NL VERIFICATION

Experience

Healthcare Professional provides details during registration of the User Account

None

References

Healthcare Professional provides details during registration of the user account

 Reference requests are emailed to listed referees and references received are attached to Healthcare Professional profile

Passport / ID

Healthcare Professional uploads scans onto the User Account during registration

 Checked, so far as reasonably practicable for Lantum to do so, for consistency against other documentation provided by Healthcare Professional

Work Permits

Healthcare Professional uploads scans onto the User Account during registration

Checked, so far as reasonably practicable for Lantum to do so, for consistency against other documentation provided by the Healthcare Professional.

National Insurance number

Healthcare Professional provides details during registration of the User Account

Checked, so far as reasonably practicable for Lantum to do so, for consistency against other documentation provided by the Healthcare Professional,.

Company Information (if working through PSC)

 Healthcare Professional provides details during registration of the User Account

 Checked , so far as reasonably practicable for Lantum to do so, for consistency against other documentation provided by the Healthcare Professional,

Self-employed Information (if Healthcare Professional is self-employed)

 Healthcare Professional provides details during registration of the User Account

 Checked , so far as reasonably practicable for Lantum to do so, for consistency against other documentation provided by the Healthcare Professional,

Performer’s List status

Healthcare Professional provides GMC number on sign up

Online National performer’s List database checked to ensure registered with full licence. Checked on sign up and annually

Healthcare Professional Register

Healthcare Professional provides GMC number on sign up

Check qualification date and listed on Healthcare Professional register

GMC History

Healthcare Professional provides GMC number on sign up

Check for clear GMC history (no restrictions or conditions on working) on sign up and quarterly

Please note that

  • Lantum does not, except where expressly agreed otherwise, carry out third party checks on information provided by Healthcare Professionals and
  • whilst all information is collected in good faith, Lantum does not guarantee that information provided by Healthcare Professionals or third parties is true and accurate
  1. Schedule 6
  1. Terms relating to use of Lantum Web Platform

The following terms and conditions (“Terms”) apply to your use of the Lantum website (“Lantum Web Platform”) which is owned and maintained by Lantum Limited, and the services available from the Website (together the “NL Service”) in this Schedule apply irrespective of whether any healthcare professional is engaged by the Client. These Terms should be read alongside, and is in addition to Lantums Privacy and Cookie Policy (accessible online at [insert URL address].

Please read these Terms carefully. By using the Website and/or using the Lantum Service you agree that you have read, understood and agree to these Terms and the Privacy and Cookie Policy (each as amended from time to time). If you do not agree to these Terms you must not use the Website or use the DX Service.

  1. Registration

To enjoy the Lantum Service the Client (also referred to as “you” or “your” in this Schedule) must register an account through the Lantum Web Platform (“User Account”).

The Client is only eligible to register a User Account if, and by registering and creating a User Account it confirms that, it is resident in the United Kingdom, and all information that it uses to register is accurate and current. It is the Client’s responsibility to keep all information up to date.

On registering with Lantum to use the Lantum Service, the Client will be issued with a user name and password which must be used in order to access the Lantum Service.  The user name and password are personal to the Client and are not transferable.

In order to use the Lantum Service the Client must populate the member profile. The Client warrants and represents that all information provided on registration and contained in the member profile is, and continues to be, accurate and not misleading.

The Client’s user name and password are the methods used by Lantum to identify the Client and so are very important.  The Client is responsible for all information posted on the Lantum Web Platform by anyone using its user name and password.  Any breach of security of a user name and password should be notified to Lantum immediately.

The Client may not adapt or circumvent the systems in place in connection with the Lantum Web Platform, nor access the Lantum Service other than through normal operations for the purposes contemplated in this Agreement.

  1. Use of Lantum Service

The Client takes responsibility for any information or comment (by way of free-text or otherwise) that the Client enters into the Lantum Web Platform and/or Engagement Details. Accordingly, any claims or disputes that arise from any such information or comment are the Client’s sole responsibility and the Client shall indemnify Lantum in respect of any Loss it may suffer in relation to any of the same including in relation to any such information or comment that is or is alleged to be defamatory.

The Lantum Service may only be used by individuals (and suppliers of individuals) seeking assignments as Healthcare Professionals and by Clients seeking the same.  The Client’s use of the Lantum Service is subject to any other contracts that it may have with Lantum.  If there is any conflict or inconsistency between these Terms and the contract you have with Lantum, the terms of your contract will take precedence.

You agree to use the Lantum Web Platform and the Lantum Service only for lawful purposes and in a way which does not infringe the rights of anyone else or restrict or inhibit anyone else’s use of the Lantum Service.

You are permitted to download and print content from the Lantum Web Platform solely for your personal use.  Lantum Web Platform content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any reason without Lantum’s express written permission.  You are not entitled to use the content of the Lantum Web Platform for commercial exploitation in any circumstances.

By using the Lantum Web Platform and/or the Lantum Service, you agree not to:

  • use the Lantum Web Platform, the Lantum Service, or any information contained therein in any way that is abusive, threatening, obscene, defamatory, libellous, or racially, sexually, religiously, or otherwise objectionable and offensive;
  • use the Lantum Service for any unlawful purpose or for the promotion of illegal activities;
  • attempt to, or harass, abuse or harm another person or group;
  • use another person’s User Account without permission;
  • provide false or inaccurate information when registering a User Account, using the Lantum Service or communicating with other users;
  • post any assignment where there is a risk to the health and safety of any Healthcare Professional;
  • except where allowed by applicable law, post jobs which require the Healthcare Professional to provide information relating to his/her: (i) racial or ethnic origin, (ii) political beliefs, (iii) philosophical or religious beliefs, (iv) membership of a trade union, (v) physical or mental health, (vi) sexual life, (vii) criminal offences or proceedings, or (vii) age;
  • attempt to re-register with the Lantum Service if Lantum has terminated your User Account for any reason;
  • interfere or attempt to interfere with the proper functioning of the Lantum Service;
  • make any automated use of the system, or take any action that Lantum deems to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
  • bypass any measures we take to restrict access to the Lantum Service or use any software, technology, or device to scrape, spider, or crawl the Lantum Service or harvest or manipulate data;
  • use the communication systems provided by or contacts through the Lantum Service for any commercial solicitation purposes; or
  • publish or link to malicious content intended to damage or disrupt another user’s browser or computer.
  1. User Content

You are responsible for any content, messages, reviews, feedback or profiles (“User Content“) that you submit, post or display on the Lantum Web Platform, or transmit to other users of the Lantum Service.  You will not provide inaccurate, misleading, defamatory or false information onto the Lantum Web Platform or to any other user of the Lantum Service, and all opinions stated as part of User Content must be genuinely held.  You represent and warrant to us that you have the right and authority to post all information you post about yourself or others on the Lantum Web Platform.

By submitting, posting or displaying User Content on the Lantum Web Platform, you grant Lantum a worldwide, non-exclusive, irrevocable, perpetual, royalty-free license to reproduce, adapt, distribute and publish such User Content through the Lantum Service.  Lantum reserves the right to refuse to accept, post, display or transmit any User Content in its sole discretion and shall comply with the Data Protection Laws in relation to sensitive personal data.

Lantum may review and remove any User Content that, in its sole opinion, violates these Terms, violates applicable laws, rules or regulations, is abusive, disruptive, offensive or illegal, or violates the rights of, or harms or threatens the safety of, other users of the Lantum Service.  Lantum reserves the right to prevent further access to the Lantum Service for violating the Terms or applicable laws, rules or regulations.

Lantum does not represent or guarantee the truthfulness, accuracy, or reliability of User Content, derivative works from User Content, or any other communications posted by users of the Lantum Service nor does Lantum endorse any opinions expressed by users of the Lantum Service.

  1. Third party websites

The Lantum Web Platform may contain links to other Web Platforms.  We accept no responsibility or liability for any material supplied or contained on any third party Web Platform which is linked from or to the Lantum Web Platform, or any use of personal data by such third party.

  1. Indemnity

You agree to indemnify, defend and hold harmless Lantum and its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers and employees from and against any and all claims, losses, expenses or demands of liability, including reasonable legal fees and costs incurred by Lantum in connection with any claim by a third party (including an intellectual property claim) arising out of: (i) the materials and content you submit, post or transmit through the Lantum Web Platform, or (ii) your use of the Lantum Web Platform or the Lantum Service in violation of these Terms or in violation of any applicable law.

  1. Term

Lantum reserves the right, at its sole discretion, to immediately terminate your access to all or part of the Lantum Web Platform and the Lantum Service, to remove your User Account and/or any User Content posted by or about you, from the Lantum Web Platform, and/or to terminate your registration with the Lantum Service, with or without notice if Lantum determines that you are not eligible to use the Lantum Service, and/or have violated any of these Terms.

Lantum reserves the right, at its reasonable discretion, to apply procedures to detect and prevent breaches of these Terms or to monitor use of the Lantum Service generally.  These Terms will remain in full force and effect while you are a user of the Lantum Web Platform or a registered user of the Lantum Service.  Lantum reserves the right to close your User Account and terminate these Terms with you at any time by providing you with thirty (30) days’ notice if Lantum ceases to provide the Lantum Service in the United Kingdom.  Lantum reserves the right to close your User Account and terminate these Terms with you at any time after a significant duration of activity.  If Lantum terminates your User Account because of a breach by you of these Terms, you agree that you will not seek to register with the Lantum Service again, whether using the same or a different identity to that under which you were originally registered.

  1. Changes to these Terms

These Terms may be amended by Lantum in its discretion from time to time and the latest version will always be available on the Lantum Web Platform.  Any new version of these Terms shall take effect, and will govern the Lantum Service and your relationship with Lantum : (i) immediately upon the date of posting on the Lantum Web Platform where the changes to these Terms relate to a new feature/service or non-material changes, which (in either case) do not reduce your rights or increase your liability to us; or (ii) no less than thirty (30) days after the date of posting on the Lantum Web Platform where the changes to these Terms potentially reduce your rights or potentially increase your liability to Lantum.  Please make sure you check for updates to these Terms each time you use the Lantum Service.

  1. Privacy

You agree that any and all personal information you provide to us may be collected, stored, processed and used in accordance with our current Privacy and Cookie Policy.

  1. General

If any of the terms and conditions in these Terms are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the rest of these terms and conditions shall remain in full force and effect.

Only you and Lantum shall be entitled to enforce these Terms. No third party shall be entitled to enforce any of these terms and conditions, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.

These Terms set out the entire agreement between you and us with respect to your use of the DX

Service and supersedes any and all representations, communications and prior agreements (written or oral) made by you or us.

These Terms are governed by the law of England and Wales. In the event of any matter or dispute arising out of or in connection with these Terms, you and we shall submit to the exclusive jurisdiction of the courts of England and Wales.