THESE TERMS AND CONDITIONS apply in relation to any services provided by Lantum Limited (Company No. 07529895) a company incorporated in England and Wales whose registered office is at [4th Floor, 15 Bonhill Street, London, EC2A 4DN] (the “Lantum”) to you as a healthcare provider of Healthcare Professional services (the “Client”),.
The following terms and conditions apply to your use of the Lantum Web Platform which is owned and maintained by Lantum, and the services available from the Lantum Web Platform (together, the “Lantum Service”). Please read these terms carefully. By using the Lantum Web Platform and/or using the Lantum Service you as the Client agree that you have read, understood and agreed to these Terms (each as amended from time to time). If you do not agree to these Terms you must not use the Lantum Web Platform or use the Lantum Service.
- Lantum is in the business of providing a web-based platform to help healthcare professionals find healthcare providers who want to engage their services, and healthcare providers find healthcare professionals who want to provide services.
- Lantum may, at the option of the healthcare provider and with the relevant healthcare professional’s consent, provide a service which allows that healthcare provider to create a staff pool/bank of healthcare professionals.
- Lantum may, at the option of multiple healthcare providers, set up a collaboration which allows such healthcare providers to create and access a shared staff pool/bank of healthcare professionals.
- Lantum shall facilitate introductions to healthcare providers of healthcare professionals in accordance with the terms of this Agreement.
- Healthcare Professional Services under these General Terms and Conditions may, for reasons of convenience, be paid for via Lantum, 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 Lantum.
- Where Healthcare Professional Services are provided by a Healthcare Professional who provides such services via a personal service company, it may be necessary for deductions to be made from the sums payable to the Healthcare Professional to account for PAYE and NICs. . These deductions relate to the Income Tax (Earnings and Pensions) Act 2003 Part 2 Chapter 10 as outlined in the Schedule 1 of the Finance (No.2) Bill 2017 and are intended to help all in the supply and payment chain avoid liability under such legislation and related legislation. It is acknowledged however that the making of such deductions (and the making of relevant payments to HMRC) does not necessarily constitute acceptance by Lantum that, in its capacity of payment agent, it is the “fee payer” for the purposes of such legislation.
IT IS AGREED as follows:
Definitions and interpretation
“Agreement” means the agreement between Lantum and the Client comprising the terms set out in this document and any Engagement Details relating to a relevant Engagement.
“Business Day” means any day (other than Saturday or Sunday) on which clearing banks are open for business in London.
“Client Assessment” has the meaning set out in clause 3.4.
“Client Services” means the services to be performed by the Client under this Agreement.
“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.
“Client Staff Bank” means the details of healthcare professionals known to the Client which have, with the healthcare professionals’ consent, and subject to clause 2.2 of Schedule 2, been registered to the Client Staff Bank on the Lantum Web Platform.
“Client Staff Bank Engagement” means the Client’s engagement of a Healthcare Professional sourced from their Client Staff Bank on the terms set out in the Healthcare Professional Agreement.
“Collaboration” means an association of two or more healthcare providers (including the Client) who have consented to being associated together for the purposes of maintaining a Collaborative Bank.
“Collaborative Bank” means the details of healthcare professionals known to any healthcare provider within the Collaboration, which have, with the healthcare professionals’ consent, and subject to clause 2.2 of Schedule 2, been registered to the Collaborative Bank on the Lantum Web Platform, for the purposes of allowing each of the members of the Collaboration to access such details.
“Collaborative Bank Engagement” means the Client’s engagement of a Healthcare Professional sourced from their Collaborative Bank on the terms set out in the Healthcare Professional Agreement.
“Commercial Agent” means an agent authorised to negotiate or conclude the sale or purchase of goods or services on behalf of the payer (being the Client) or the payee (being the Healthcare Professional).
“Commercial Agents Exemption” means the exemption outlined in the Payment Services Regulations 2009 for Commercial Agents.
“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
“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 a Marketplace Engagement or a Client Staff Bank Engagement, or a Collaborative Bank Engagement or an Instantly Bookable Engagement. “Engaged” and “Engage” shall be construed accordingly.
“Engagement Details” means any terms entered on the Lantum Web Platform relevant to an Engagement or proposed Engagement and including the general requirements of a potential Vacancy posted by the Client on the Lantum Web Platform, including start time, end time, type of work including the structure of the day (stating clearly if there are catch up slots for example and also rates of pay, if different, for non-patient facing time slots) and if there are any additional requirements including (without limitation) any form of standard agreement setting out the terms of a Healthcare Professional Agreement, home visits, administrative tasks, follow ups, telephone consultations, prescriptions, number of patients to be seen in the time, location, travel information to the practice, fee rate, and health and safety details and whether and on what basis employers’ pensions contributions will be paid to the Healthcare Professional in respect of the Engagement (provided that the Healthcare Professional does not contract through a PSC).
“Healthcare Professional” means the individual named in the relevant Engagement Details relating to the relevant Engagement.
“Healthcare Professional Agreement” means an agreement between the Client and the Healthcare Professional in the form set out in Schedule 4 or such other standard form (specific to that Client) as may be set out (or referred to or linked to) in the Engagement Details (and in either case incorporating relevant details from the Engagement Details).
“Healthcare Professional Invoice” has the meaning set out in clause 5.1.
“Healthcare Professional Services” means the services to be performed by a Healthcare Professional in relation to an Engagement.
“Inside IR35” means where the circumstances (under which the Healthcare Professional will provide the Healthcare Professional Services under the Engagement) are such that the requirements set out in s61M(1) of the Off Payroll IR35 Legislation are satisfied.
“Instantly Bookable Engagement” means an Engagement that is offered to Selected Healthcare professionals, via My Circle, that is entered into once accepted by the Selected Healthcare professional (as outlined in clause 4.6).
“Introduction” means the Client directly or indirectly receiving, viewing or having access to any Marketplace information via the Lantum Web Platform which identifies or relates to a person who may act as a Healthcare Professional or Supplier. The date of Introduction shall be the date that the Client obtains any such information. “Introduces” and “Introduced” shall have the corresponding meanings.
“Late Payment Charge” has the meaning set out in clause 5.6.
“Loan” has the meaning set out in clause 5.4.
“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).
“Marketplace” means the healthcare professionals who have, independently of the Client, registered with the Lantum Web Platform, or who have otherwise had their details added to the Lantum Web Platform by someone other than the Client or a healthcare provider within Collaboration with the Client.
“Marketplace Engagement” means the Client’s engagement of a Healthcare Professional, who has introduced him/herself to the Client via the Marketplace, on the terms set out in the Healthcare Professional Agreement.
“My Circle” means the Client’s selection of preferred healthcare professionals whose details are designated as preferred by the Client on the Lantum Web Platform.
“Lantum Checks” means the checks as set out in Schedule 5.
“Lantum Web Platform” means www.networklocum.com
“NL Service” has the meaning set out at the head of this Agreement.
“Lantum Service Fee” means the fee payable by the Client to Lantum as set out in Schedule 1.
“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).
“Off Platform Payment Charge” is the amount specified as such in Schedule 1 and payable in the circumstances set out in clause 5.
“Outside IR35” means where the circumstances (under which the Healthcare Professional will provide the Healthcare Professional Services under the Engagement) are such that the requirements set out in s61M(1) of the Off Payroll IR35 Legislation are not satisfied.
“Payment Services Regulations” means the Payment Services Regulations 2009.
“Personal Data” means all data supplied to the Client by or on behalf of Lantum pursuant to this Agreement which is defined as personal data under the Data Protection Laws.
“PSC Contractor” means an individual 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 Service Fee” means the fee payable by the Client to Lantum in respect of the cancellation of an Engagement which is cancelled at short notice on the basis set out in Schedule 1.
“Supplier” means (if applicable) an intermediary (including a PSC), via which the Healthcare Professional performs Healthcare Professional Services, and references to Healthcare Professional in this Agreement shall include references to any Supplier of that Healthcare Professional.
“Timesheet” means a record posted on the relevant part of the Lantum Web Platform, or such other system as is used to record the time and attendance details of Healthcare Professionals on Engagements, from which electronic timesheets are generated.
“Vacancy” means the specific details of a potential vacancy at the Client (in respect of which the Client has issued a Vacancy Notification). “Vacancies” shall be construed accordingly.
“Vacancy Notification” means a notification by the Client to the Healthcare Professional through the Lantum Web Platform of a vacancy to perform the Healthcare Professional Services in accordance with Engagement Details and these General Terms and Conditions.
- Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of this Agreement) and all subordinate legislation made (before or after the date of this Agreement) under it from time to time.
- Where the context permits, words denoting:
- persons shall include bodies corporate and unincorporated associations of persons;
- the singular include the plural and vice versa; and
- one gender shall include any gender.
- Lantum shall (subject to availability) provide systems:
- which may facilitate the Introduction of a healthcare professional;
- via which the Client can maintain, access and send Vacancy Notifications to their Client Staff Bank;
- via which multiple healthcare providers can form a Collaboration;
- via which each healthcare provider in a Collaboration can maintain, access and send Vacancy Notifications to their Collaborative Bank;
- via which the Client can create, maintain, access and send Vacancy Notifications to their My Circle contacts; and
- to fill a Vacancy and perform an Engagement in accordance with the terms of this Agreement, and in particular in accordance with clause 4 (Vacancy-Filling Process).Subject to Schedule 2, Clause 4, Lantum will carry out Lantum Checks.
- Lantum will use its reasonable endeavours to carry out certain other checks (as may from time to time be specified by it on the Lantum Web Platform) on Healthcare Professionals who register on the Marketplace, and in accordance with Schedule 2, Clause 4.
The Client’s obligations
- The Client agrees that by submitting a Vacancy Notification on the Lantum Web Platform the Client has given Lantum authority to provide a system under which the Client may try to find a healthcare professional for that Vacancy.
- The provisions of Schedule 2 shall also apply to any Vacancy Notification(s) issued via a Client Staff Bank or Collaborative Bank in addition to the provisions set out in this Clause 3.
- The provisions of Schedule 3 shall also apply to any Vacancy Notification(s) issued via My Circle in addition to the provisions set out in this Clause 3.
- Where the Healthcare Professional is providing its Healthcare Professional Services to the Client on an Engagement via its PSC, the Client shall, prior to the Engagement start date, provide written notice to Lantum confirming whether, in its reasonable opinion, the circumstances under which the Healthcare Professional will provide the Healthcare Professional Services under the Engagement fall Inside IR35 or Outside IR35 (“Client Assessment”).
- The Client warrants, represents and undertakes that:
- when submitting a Vacancy Notification or other records or details relating to an Engagement it will not breach or directly or indirectly cause Lantum to breach any anti-discrimination laws or provide any information or make any requests that may bring Lantum into disrepute;
- it will not block a healthcare professional from work with the Client for any reason that is of an unlawfully discriminatory nature, or that may bring Lantum into disrepute;
- all information provided by the Client in the form of Engagement Details or otherwise for the purposes of the Engagement will be true and accurate and up to date;]
- it will supply information to Lantum via the Lantum Web Platform confirming the performance of the Healthcare Professional Services by appropriate completion of the Timesheet; and
- where the Healthcare Professional is providing its services to the Client on an Engagement via its PSC, it had in relation to the Engagement, all the information it needed to carry out the Client Assessment.
- Where the Healthcare Professional is providing its Healthcare Professional Services to the Client on an Engagement via its PSC, the Client hereby acknowledges, confirms and agrees that:
- Lantum shall be entitled to rely on the Client Assessment as evidence upon which to make a decision as to whether (as agent for the Client) to pay the Healthcare Professional gross or net of PAYE and Class 1 National Insurance Contributions (primary and secondary); and
- Lantum may, pursuant to section 61T(4) of the of the Off-Payroll IR35 Legislation, request the Client to provide reasons for the conclusion reached in the Client Assessment. If so requested, the Client shall, within 31 days of the date of such request, provide to the Company written confirmation of its reasons for reaching its Assessment.
- The Client agrees that it shall give to Lantum in the Engagement Details and/or otherwise as requested by Lantum information confirming:
- the identity of the Client;
- the date on which the Client requires provision of the Healthcare Professional Services to commence and the duration or likely duration of provision of the Healthcare Professional Services;
- in the case of a Marketplace Engagement, the experience, training, qualifications and any authorisations which the Client considers are necessary, or which are required by law or by any professional body, in particular the General Medical Council and the Care Quality Commission for the Healthcare Professional to possess in order to provide the Healthcare Professional Services. For the avoidance of doubt Lantum will not carry out checks in relation to these and it is agreed that (unless specifically agreed otherwise with Lantum in writing) responsibility for such checks will rest with the Client;
- what is needed by Lantum to carry out the Lantum Checks;
- when the Client has Engaged a Healthcare Professional so that the appropriate Lantum Service Fee can be calculated and invoiced in respect of that Engagement; and
- that they are a genuine healthcare provider of Healthcare Professional Services being a healthcare provider who supplies medical services and who does not on-supply such services to any third party such as a locum agency (whether as acting as an employment agency or employment business or otherwise).
- The Client shall:
- (where it decides to engage a Healthcare Professional) engage each Healthcare Professional on the terms of a Healthcare Professional Agreement;
- carry out risk assessments of the Healthcare Professional Services to be undertaken and notify the Healthcare Professional and immediately of any specific or potential hazards relating to the Engagement and any precautions the Healthcare Professional should take in relation to such risks;
- 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;
- if applicable, make clear to the Healthcare Professional and any Supplier what rules (including but not limited to health and safety, site and security policies, procedures and regulations) apply in respect of the location(s);
- ensure that any and all equipment, and protective clothing are in good order and are suitable, safe and comply with all relevant health & safety legislation;
- check and sign or electronically verify timesheets Timesheet (in a form approved by Lantum) verifying the number of hours worked by the Healthcare Professional which shall be deemed to be confirmation of satisfactory performance of the Healthcare Professional Services by the Healthcare Professional unless the Client expressly notifies Lantum otherwise in writing;
- notify Lantum immediately if it is dissatisfied with the performance by the Healthcare Professional of the Healthcare Professional Services; and
- (without limitation to the above) not commit any act or omission constituting unlawful discrimination against or harassment of any Healthcare Professional in connection with the performance of the Healthcare Professional Services.
- If the Client fails (or would fail if it were deemed to be a “client” for the purposes of the Off-Payroll IR35 Legislation) to provide a Client Assessment within the time scales set out in section 61T(2) of the Off-Payroll IR35 Legislation, Lantum [shall be entitled to] OR [reserves the right to] assume that the Healthcare Professional is to be treated as falling Outside IR35.] [Inside IR35] with the Client having the obligation to indemnify Lantum in respect of any Loss it suffers as a result of treating the Healthcare Professional
- The Company shall be entitled to terminate the Engagement by notice to the Client with immediate effect if:
- it does not receive an Assessment from the Client pursuant to clause 3.4 above;
- it has reasonable grounds to believe that the circumstances under which the Services are provided and/or the nature of the Assignment have changed and/or require re-assessment;
- the Client provides a Client Assessment, but later changes this Client Assessment (so that a Client Assessment that previously stated that the Engagement was outside IR35, is changed to state that the Engagement is inside IR35); or
- it receives a late Client Assessment which indicates that the Company’s assumption (in the absence of a valid Client Assessment) about the IR35 status of the Consultant may no longer be valid.
- The Client shall co-operate with Lantum’s reasonable requests for information in the event that HMRC and/or the Healthcare Professional challenge(s) the Client Assessment and/or Lantum’s decision to pay the Healthcare Professional net or gross of PAYE tax and National Insurance Contributions.
- The Client shall notify Lantum without delay if it has reason to believe that the circumstances under which the Healthcare Professional Services under the Engagement are provided has or will change such that the outcome of the Client Assessment would be different to that previously notified to Lantum.
- The Client shall indemnify (and keep it indemnified fully on demand) and hold harmless Lantum against any and all Losses suffered by Lantum attributable to:
- Lantum relying, in good faith, on a Client Assessment which, was at the date of notification of such Client Assessment to Lantum, incorrect, incomplete, out of date or misleading. For the avoidance of doubt, an Outside IR35 Client Assessment based on the outcome of a test run by the Client using HMRC’s online tool shall not absolve the Client from liability under this clause if, in fact, the information inputted by the Client was incorrect, incomplete, out of date or misleading in any way or HMRC otherwise decides that the Outside IR35 Client Assessment is incorrect ; [note this indemnity is unlikely to be considered fair by a judge if you only rely on the Client’s assessment.]
- any act, omission, default, delay, negligence or breach of statutory duty by or on the part of the Client and suffered or incurred by Lantum arising out of or in connection with any claim made against Lantum by a third party arising out of or in connection with the Client’s failure to comply with its obligations under section 61T of the Off-Payroll IR35 Legislation (or arising out of or in connection with the Client’s failure to comply with such obligations if it were deemed to be a “client” for the purposes of the Off-Payroll IR35 Legislation);
- any breach of the warranties contained in clause 3.
- Nothing in clauses 3.4, 3.5, 3.6, 3.9 3.10, 3.11, 3.12 or 3.13 shall limit Lantum’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under an indemnity.
- It is acknowledged that the making of such deductions (and the making of relevant payments to HMRC) does not necessarily constitute acceptance by Lantum that, in its capacity of payment agent for the Client, it is the “fee payer” for the purposes of the Off-Payroll IR35 Legislation. Where it is not the “fee payer” and pursuant to the above Lantum pays the Healthcare Professional net of PAYE tax and National Insurance Contributions the Client hereby, if so required by Lantum, and to the extent required by law, appoints Lantum as its agent for the purposes of making payment on its behalf to HMRC of the relevant PAYE tax and National Insurance Contributions.
- Subject to the terms of this Agreement, the Client may use the Lantum Web Platform to issue Vacancy Notifications and Timesheets.
- Lantum shall operate the Lantum Web Platform so that healthcare professionals are able to apply for Vacancies that the healthcare professionals state they are qualified to perform.
- The provisions of Schedule 2 shall apply to any Vacancy Notifications issued via a Client Staff Bank or Collaborative Bank in addition to the provisions set out in this Clause 4.
- The provisions of Schedule 3 shall apply to any Vacancy Notification issued via My Circle in addition to the provisions set out in this Clause 4.
- With the exception of Instantly Bookable Engagements, a contract relating to an Engagement will be deemed to have been entered into between the Client and the Healthcare Professional (on the terms of the Healthcare Professional Agreement) when a Healthcare Professional offers via the Lantum Web Platform to undertake the relevant Engagement and the Client accepts such offer via the Lantum Web Platform.
- An Instantly Bookable Engagement will be deemed to have been concluded between the Client and a Healthcare Professional (on the terms of the Healthcare Professional Agreement) upon a healthcare professional, whose details are held as part of My Circle, accepting via the Lantum Web Platform the Client’s offer of an Engagement.
- Where an Engagement is cancelled or terminated by the Client before the expected commencement of the Engagement, the Client shall pay (in such manner as may be notified by Lantum from time to time):
- the Short Notice Cancellation Fee (as defined in the form of agreement in Schedule 4) to the Healthcare Professional; and the Short Notice Cancellation Service Fee(calculated in accordance with Schedule 1) to Lantum.
Payment of Fees
- Lantum shall be entitled to issue consolidated statements to the Client on a monthly basis (or such other basis as may from time to time be expressly agreed with the Client in writing) which will be made up of the following:
- sums due in respect of any Healthcare Professional invoice received by (or details of which are received by) Lantum (as agent for the Client) and payable by the Client for any Engagement, including any Short Notice Cancellation Fees (the “Healthcare Professional Invoice“);
- sums due in respect of repayment to Lantum of any outstanding Loan;
- sums due in respect of any Lantum invoice in respect of Lantum Service Fees (and Lantum Short Notice Cancellation Fees) payable by the Client;
- sums due in respect of any Late Payment Charge;
- any other sums from time to time payable by the Client in accordance with this Agreement and/or as specified in the Engagement Details and/or Lantum Web Platform; and
- VAT as applicable.
- The Client shall pay to Lantum such sums as are set out in a consolidated statement on the Lantum Web Platform in cleared funds to be received by the next occurrence of the monthly payment date agreed between Lantum and the Client (or in any event, no later than the date which is one month after the date of the statement). The payment date/regularity of the payment date may be varied on the Lantum Web Platform.
- Any payment by the Client before the relevant due date in respect of any Healthcare Professional Invoice shall be held, once received by Lantum, on trust for the Client pending transfer to the Healthcare Professional. The Client hereby authorises Lantum (as agent for the Client) to make such transfer, provided that Lantum has reasonable grounds for believing that the relevant Healthcare Professional Services have been provided (including such evidence as may be derived from entries made in the Timesheet). Subject to receipt of the relevant payment Lantum agrees to make such payment to the Healthcare Professional on such date.
- Lantum may from time to time agree (by appropriate endorsement of the Engagement Details and/or otherwise via the Lantum Web Platform and/or otherwise) to lend to the Client an amount equivalent to the amount of any Healthcare Professional Invoice(s) that is outstanding. The purpose of this loan is to enable the Client to pay the Healthcare Professional(s) the sums due to the Healthcare Professional(s) in respect of the Healthcare Professional Invoice(s) (the “Loan“) on the date specified in the relevant Engagement Details. Lantum will apply any such Loan by making payment of the Healthcare Professional Invoice(s) to the Healthcare Professional on behalf of the Client. The Client shall repay such Loan as soon as practicable and in any event within 7 days of repayment being requested by Lantum via the Lantum Web Platform or otherwise in writing.
- For regulatory reasons Lantum is only able to make Loans to Clients who are either (i) companies or other corporate bodies or (ii) partnerships with more than three partners or (iii) public bodies (e.g. NHS inspection bodies). The Client warrants, represents and confirms that to the extent it receives a Loan it is and shall be for the entirety of that Loan arrangement such an entity.
- Where the Client receives a Loan, the Client shall pay a late payment charge. This charge will be such percentage of the Healthcare Professional Invoice as is specified in Schedule 1 (“Late Payment Charge“) to reflect the cost to Lantum of funding (by way of the Loan) prompt payments to the Healthcare Professional on behalf of the Client, the commitment to prompt payment making Engagements more attractive to Healthcare Professionals and as such being of indirect benefit to the Client in filling Vacancies.
- Where a sum representing any of the amounts referred to in clause 5.1 is paid to Lantum pursuant to clause 5.2, Lantum shall be entitled to treat the sum:
- as first discharging the Lantum Service Fee, any Lantum Short Notice Cancellation Service Fee, any Late Payment Charge, as payment of interest on any overdue amount due from the Client to Lantum and payment of any other sum due from the Client to Lantum, then
- as repayment of any Loan, and then
- as payment of any sums due from the Client to the Healthcare Professional.
For the avoidance of doubt Lantum shall not (save in relation to the application of any Loan as payment of any Healthcare Professional Invoice(s)) be obliged to make any payment to a Healthcare Professional in respect of any sums due from the Client to the Healthcare Professional before it has received payment from the Client in respect of the same.
- The Client shall ensure that payment to the Healthcare Professional is made only as set out in this clause 5. Any action that involves complete or partial payment in any other way shall be a breach of this Agreement. The Client shall indemnify Lantum in respect of any Loss suffered by Lantum directly or indirectly arising as a result of such breach. Without prejudice to any other remedies available to Lantum, the Client shall, if Lantum reasonably considers such a breach to have occurred and notifies the Client accordingly, pay immediately to Lantum the Off Platform Payment Charge, which the parties accept as a genuine pre-estimate of the minimum Loss Lantum shall suffer in respect of such a breach.
- The Client shall immediately notify Lantum if a Supplier or Healthcare Professional requests that the Client make a payment directly to it or through any channels other than those specified in this clause 5.
- For the avoidance of doubt, in the calculation of the sums due to Lantum in relation to Healthcare Professional Services performed (including without limitation the Lantum Service Fees and Late Payment Charge), an entry in the Timesheet shall be conclusive evidence that the Healthcare Professional Services have been performed to the satisfaction of the Client at the times and for the total period of time set out in such Timesheet. Lantum shall not be responsible for verifying statements or entries relating to hours worked or claims for payment submitted by or on behalf of a Healthcare Professional.
- If the Client disputes the hours claimed and the payments due (or not due) in respect of breaks or expenses or otherwise, it shall inform Lantum of this within one Business Day and shall promptly provide all co-operation and information reasonably required by Lantum to establish the hours actually worked and/or expenses incurred by the Healthcare Professional. Any failure so to inform Lantum within one Business Day or co-operate shall entitle Lantum to issue a consolidated statement based on such Timesheet and be paid in accordance with this clause 5.
- Unless otherwise agreed in writing by Lantum, Lantum will not be obliged to make any rebates or refunds of fees or other sums paid or payable to Lantum or any Healthcare Professional by the Client.
- All amounts due under this Agreement (including any payments due to a Healthcare Professional) shall be paid in full to or via Lantum without any deduction or withholding other than as required by law. The Client shall not be entitled to assert any credit, set-off or counterclaim against Lantum in order to justify withholding payment of any such amount in whole or in part.
- Unless otherwise agreed by Lantum, all payments to be made under this Agreement shall be paid via the Lantum Web Platform, using the procedures and details which will be supplied to the Client.
- Where Lantum has not agreed to make a loan to the Client, pursuant to clause 5.4, Lantum shall (without prejudice to any other remedy) apply and charge the Client interest on any overdue Lantum Service Fee or other sums payable to it under this Agreement at a rate of 2% per month (compounding with monthly stops) from the due date until the date of payment.
- This Agreement shall continue unless terminated:
- by written notice with immediate effect by Lantum if there is any breach of this Agreement by the Client; or
- by 5 Business Days’ written notice by Lantum if there is any other serious or repeated breach of this Agreement by the Client, which is, in the reasonable opinion of Lantum, capable of remedy and which is not remedied within 10 Business Days after an earlier notice requiring it to do so; or
- by written notice with immediate effect by Lantum and without liability for Lantum or prejudice to any right for relief Lantum may have if in good faith Lantum considers for any reason that (i) the Client may not meet its obligations to Lantum, or (ii) the Healthcare Professional may no longer be willing, or able or suitable to undertake the Healthcare Professional Services for the Client;
- by written notice with immediate effect by either party for convenience; or
- by written notice with immediate effect by either party if the other party shall become insolvent within the meaning of the Insolvency Act 1986, becomes bankrupt, applies for, or has made against it a receiving order, or makes any composition with its creditors or an administration order or if an order is made or resolution passed for the winding up of that party or that party passes a resolution to cease trading or actually ceases trading.
- The Client acknowledges that Lantum does not supervise and/or control the actions of any Healthcare Professional. Nothing in this Agreement shall in any way constitute any Healthcare Professional as the employee or worker of Lantum. Lantum shall not be responsible for supervising, monitoring or directing the Healthcare Professional whilst working on an Engagement and that accordingly, only the Client is in a position to assess and insure against risks in respect of or during or arising out of the period for which the Healthcare Professional is performing the Healthcare Professional Services.
- The Client acknowledges that Lantum is not an employment agency for the purposes of the Conduct Regulations and is instead a medium through which Healthcare Professionals find Engagements for themselves and Clients find Healthcare Professionals to work on Engagements.
- The Client acknowledges that there is no contract between Lantum and a Healthcare Professional relating to the Healthcare Professional Services. Lantum shall not be responsible for and shall have no involvement in any disputes between the Client and a Healthcare Professional and shall not be responsible for the quality of the Healthcare Professional Services provided by the Healthcare Professional or their activities while at the Client’s location(s). The Lantum Service Fee reflects only those online services agreed to be supplied by Lantum and do not indicate acceptance of any liability for the Healthcare Professional’s acts or omissions.
- For the purposes of the Payment Services Regulations, Lantum has the authority to act as an active Commercial Agent of the Client. In this role Lantum will negotiate and conclude how payments are made to the Healthcare Professional on behalf of the Client. For the avoidance of any doubt, Lantum is not an agent of the Client other than for the purposes of negotiating payment terms between the Client and the Healthcare Professional.
- Lantum shall not be responsible for ensuring the suitability of any Healthcare Professional or for the accuracy or validity of any Lantum Checks save to the extent set out in Schedule 5.
- Lantum shall not be responsible for any Loss relating to any Supplier not complying with any legal or tax requirements when acting as an intermediary. Lantum encourages the Client to carry out its own due diligence on any Supplier it contracts with. Any responsibility of the Client in respect of deductions for income tax and/or national insurance and accounting to HMRC for the same shall be discharged by the Client and the Client agrees to perform those responsibilities.
- The Client shall comply with Schedule 6 in relation to its usage of the Lantum Web Platform.
- Subject to clause 7.11, Lantum shall not be liable for any Losses arising from:
- any failure to provide the services of the Healthcare Professional for all or part of the term of this Agreement;
- the negligent, wrongful, dishonest or fraudulent acts or omissions or misrepresentations of the Healthcare Professional, including, without limitation, any lack of skill of any Healthcare Professional; or
- the theft, destruction, deletion or damage of or to any data, computer systems or materials by any Healthcare Professional.
- Lantum shall not be liable for any Losses arising out of:
- any act or omission or misrepresentation (whether before or after the date of this Agreement) of any Healthcare Professional;
- any special, indirect or consequential damages or loss; or
- any loss of profit, business, revenue, goodwill, anticipated savings and/or any claims made under third party contracts, arising out of any failure by Lantum to perform any obligations under this Agreement.
- Subject to clause 7.11 and without prejudice to the other provisions of this clause 7, Lantum’s liability in respect of any breach of this Agreement shall not exceed in respect of any Healthcare Professional or Introduction a sum equivalent to three times the Lantum Service Fee paid (or which would have been payable) in respect of such Introduction.
- Nothing in this Agreement shall operate to exclude or limit Lantum’s liability for:
- death or personal injury caused by Lantum’s negligence;
- its own fraudulent acts or omissions; or
- any other liability which cannot by law be excluded.
- Any responsibilities to Healthcare Professionals under the Pensions Act, the Agency Workers Regulations 2010 or any employment law remain the sole responsibility of the Client and the Client agrees to perform those responsibilities.
- The Client shall indemnify and keep indemnified Lantum against any Losses incurred by Lantum arising out of any breach of this Agreement by the Client.
- In this clause 8, the terms “Data Controller”, “Data Processor” “Data Subject”, “Personal Data” and “Process” have the meanings given to them in the Data Protection Laws.
- Each party warrants to the other that, in relation to this Agreement, it shall comply strictly with all requirements of the Data Protection Laws.
Client Personal Data
- The Client shall act as the Data Controller and Lantum shall act as the Data Processor in respect of the Personal Data relating to a Healthcare Professional supplied to Lantum through the Client Staff Bank (“Client Personal Data“), provided that the relevant Healthcare Professional has not entered into the Marketplace or a Collaborative Bank.
- The Client warrants, undertakes and represents that it is authorised to transfer the Client Personal Data to Lantum and specifically where required by the Data Protection Laws it shall obtain all necessary consents in order to (i) disclose the Client Personal Data to Lantum and (ii) allow Lantum to process the Client Personal Data for the purpose of providing the services under this Agreement.
- Lantum shall:
- only undertake processing of Client Personal Data to the extent reasonably required in connection with its obligations in this Agreement and in accordance with the Client’s instructions and applicable law; and
- have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the Client Personal Data and against accidental loss or destruction of, or damage to, the Client Personal Data.
Shared Personal Data
- Lantum shall act as the Data Controller of any Personal Data relating to a Healthcare Professional supplied to Lantum in relation to the Marketplace or Collaborative Bank (“Shared Personal Data”).
- The Shared Personal Data may be transferred to the Client during an Introduction. To the extent such transfer occurs, the Client will be a Data Controller in common with Lantum in respect of such Shared Personal Data and accordingly the Client warrants, undertakes and represents that;
- it shall only process such Shared Personal data in accordance with the Data Protection Laws;
- it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of such Shared Personal Data and against accidental loss or destruction of, or damage to, such Shared Personal Data;
- it shall provide the Data Subject with a fair processing notice in accordance with its obligations as a Data Controller under the Data Protection Laws;
- it shall not process such Shared Personal Data for any purposes that are incompatible with those to which the Data Subject consented when they submitted their Personal Data to Lantum without the Data Subject’s specific and informed consent to such additional processing.
- it will co-operate with and assist Lantum at no charge, in allowing Data Subjects to exercise their rights under the Data Protection Laws;
- it will co-operate with Lantum to enable Lantum to take reasonable steps to monitor compliance by the Client with its obligations under this Agreement and under the Data Protection Laws; and
- it will comply with any reasonable request made by Lantum to ensure compliance with the measures mentioned in this clause 8.
- The Client will notify Lantum immediately of any correspondence it may receive from any local data protection regulator and any successor or replacement body relating to Personal Data or any complaint from an individual about the processing of Shared Personal Data in connection with this Agreement.
- The Client will not transfer any Shared Personal Data to any country outside of the European Economic Area without Lantum’s prior written consent.
- If the Client becomes aware of the loss or compromise of, or any damage to, any Personal Data in connection with this Agreement it will:
- immediately notify Lantum of the details of the incident;
- promptly initiate a full investigation into the circumstances surrounding the incident and make any reports of notes of the investigation available to Lantum; and
- fully co-operate, at its sole cost, with Lantum’s investigation and provide any assistance requested by Lantum in order for Lantum to investigate the incident.
- This Agreement, together with the Schedules shall form the entire agreement between the parties and supersedes all previous agreements and arrangement( if any) whether written, oral or implied between the parties relating to such matters contemplated by this agreement, and all such agreement still effective at the date of this Agreement (if any) shall be deemed to have been terminated by mutual consent with effect from 6th April 2017 but without prejudice to any rights which have arisen prior to such termination and so that nothing in this clause 9.1 shall operate to exclude or limit the liability of any party in respect of fraud. In the event of any conflict or inconsistency between the Schedules of this Agreement the applicable Schedules and the other terms of the Agreement the following order of precedence shall apply:
- to the extent that a Client is using their Client Staff Bank or Collaborative Bank, Schedule 2 of this Agreement;
- to the extent that a Client is using their My Circle, Schedule 3 of this Agreement;
- the other terms of this Agreement;
- all Schedules (other than Schedule 2 and 3) of this Agreement.
- The Client acknowledges that, in entering into this Agreement, it has not relied on any representations by Lantum, made before the execution of this Agreement other than those expressly set out in this Agreement.
- This Agreement is personal to the Client and the Client shall not be entitled to assign or sub-contract its obligations or rights under this Agreement to any third party without the prior written consent of Lantum. Lantum shall however be entitled to assign this Agreement and, upon such Engagement, without prejudice to the assignor’s rights in respect of matters arising prior to such Engagement, and all references to Lantum shall be deemed to refer to the assignee.
- Time is of the essence for all times, dates and periods specified in this Agreement.
- No amendment to this Agreement is effective unless it is in writing and signed on behalf of each party by a person duly authorised by that party. For the avoidance of doubt, agreement to an amendment notified to the other party on the Lantum Web Platform will constitute ‘in writing’ for these purposes and if the other party e-signs the amendment, this will constitute ‘and signed’ for these purposes.
- Any notice required to be given under this Agreement (including the delivery of any timesheet, Timesheet entries or invoice) shall be given in such manner as is expressly provided for on the Lantum Web Platform or (where not so provided for) shall be given in writing signed by a person duly authorised by the sending party and delivered by hand, e-mail or prepaid first class post to the recipient at its address specified in this Agreement (or as otherwise notified from time to time to the sender by the recipient for the purposes of this Agreement).
- This Agreement 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.
- If any provision or any part of this Agreement is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law:
- such provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected;
- to the extent permitted by law, Lantum and the Client shall negotiate in good faith a replacement to any provision severed under clause 9.8(a) by a provision which is of similar effect but which is not illegal or unenforceable.
- None of the provisions of this Agreement is intended to be for the benefit of, or enforceable by, third parties (other than permitted assignees of Lantum 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 (aside from such permitted assignees) excluded.
The Client Staff Bank and Collaborative Bank Services
- Lantum allows healthcare providers to create a pool of healthcare professionals known to the healthcare provider. The Client has the option of setting up a Client Staff bank of healthcare professionals it knows independently of them being sourced via the Lantum Web Platform. Once set up the Client can advertise job vacancies to healthcare professionals whose details are stored in its Client Staff Bank.
- Lantum also allows healthcare providers who fulfill certain criteria to collaborate and share the details of healthcare professionals known to them with each other. Once Clients have formed a Collaboration, they can use the Lantum Web Platform to store and access details of healthcare professionals known to any member of the Collaboration and each of the healthcare providers within the Collaboration can advertise job vacancies to healthcare professionals whose details are stored in the Collaborative Bank.
- Healthcare professionals who are registered to a Client Staff Bank and/or Collaborative Bank, may also register to the Marketplace, if they wish to offer their services for vacancies advertised by healthcare providers other than the Client or healthcare providers who are not in Collaboration with the Client, and be able to respond to Vacancies advertised on the Lantum Web Platform.
“Registration Date” means the date on which the Client first submits details of locum healthcare professionals it would like to include in its Client Staff Bank and/or its Collaborative Bank.
“Registration Period” means the first 30 calendar days from (and including) the Registration Date.
“Referring Client” means the healthcare provider who has referred the particular healthcare professional into the Collaborative Bank.
Administration of Client Staff Bank
- Where the Client has elected to set up a Client Staff Bank, the Client shall send Lantum details of all the healthcare professionals it wishes to include in its Client Staff Bank (“Potential Client Staff Bank Healthcare Professional“).
- During the Registration Period, the Client will be entitled to submit details of all healthcare professionals it knows, regardless of whether or not the healthcare professionals’ details are already registered on the Marketplace, for inclusion in its Client Staff Bank and/or Collaborative Bank. For the avoidance of doubt, after the Registration Period, the Client shall not be entitled to submit details of healthcare professionals to its Client Staff Bank and/or Collaborative Bank, if the details of the healthcare professional are already registered on the Marketplace.
- Lantum shall use its reasonable endeavours to verify the relevant consents of the Potential Client Staff Bank Healthcare Professional to be included in the Client Staff Bank.
- Where the Potential Client Staff Bank Healthcare Professional consents to being included in the Client Staff Bank, the Healthcare Professional shall provide the additional details required to become a Client Staff Bank Healthcare Professional. Where the Potential Client Staff Bank Healthcare Professional fails to upload the required information, they will not be included in the Client Staff Bank
- Lantum will administer and maintain the Client Staff Bank for the Client in accordance with this Schedule 2.
- Lantum will not undertake Lantum Checks in relation to Client Staff Bank healthcare professionals.
Administration of Collaborative Bank
- A Collaborative Bank may be set up if a healthcare provider/the Client informs Lantum that they wish to form a Collaboration with other healthcare providers and Lantum consents to such Collaboration.
- All healthcare providers who agree to become part of a Collaboration shall consent to the Lantum Terms and Conditions
- Once healthcare providers are part of a Collaboration they are able to access and add details of healthcare professionals to the Collaborative Bank.
- Where the Client has elected to set up or join a Collaborative Bank, the Client shall send Lantum details of all the healthcare professionals it wishes to include in its Collaborative Bank (“Potential Collaborative Bank Healthcare Professionals“).
- Each respective healthcare provider who adds details of healthcare professionals shall use its reasonable endeavours to obtain the required consents of the Potential Collaborative Bank Healthcare Professionals to be included in the Collaborative Bank.
- Where the Potential Collaborative Bank Healthcare Professional consents to being included in the Collaborative Bank, Lantum will:
- obtain any additional information required to register the Potential Collaborative Bank Healthcare Professional as a Collaborative Bank healthcare professional; and
- upload the details provided in relation to Collaborative Bank healthcare professionals onto the Client Staff Bank.
- Subject to clause 2.2 of Schedule 2, healthcare professionals who are already registered with the Marketplace prior to submission to the Collaborative Bank shall not qualify to be included in the Collaborative Bank and any such healthcare professionals shall remain a Marketplace healthcare professional.
- For the avoidance of doubt, Lantum will not undertake Lantum checks in relation to:
- a Client Staff Bank Engagement;
- a Collaborative Bank Engagement where the Healthcare Professional is engaged by the Referring Client.
- Before a healthcare professional, whose details are registered in a Collaborative Bank, can enter a Collaborative Bank Engagement with a healthcare provider other than the Referring Client, the Lantum Checks will be performed. The Lantum Checks will be performed as soon as the healthcare professional applies for a Vacancy advertised by any healthcare provider within the Collaboration other than the Referring Client. The Collaborative Bank Engagement shall not commence until the healthcare professional has uploaded the Lantum Checks.
- For the avoidance of doubt, Lantum shall not be responsible for ensuring the suitability of any healthcare professional or for the accuracy or validity of any Lantum Checks save to the extent set out in Schedule 5.
- Where a Client has elected to use its Client Staff Bank any Vacancy Notifications will first be made available to the healthcare professionals in the Client Staff Bank. If the Vacancy is not filled by a healthcare professional within the Client Staff Bank, the Client can opt for the Vacancy Notification to be made available to all healthcare professionals in the Marketplace.
- The provisions of Schedule 1 and the main agreement shall apply.
- Lantum allows healthcare providers to create a pool of healthcare professionals which the healthcare provider designates as preferred suppliers of healthcare professional services to the healthcare provider. Once set up the Client can manage its relationships with its preferred healthcare professionals, whose details are listed and managed in the Client’s My Circle.
- For the avoidance of doubt, My Circle can be used by the Client in conjunction with either a Client Staff Bank and/or a Collaborative Bank as an additional tool to manage relationships with its preferred healthcare professionals.
- The Client can select certain healthcare professionals from within My Circle, or all of its healthcare professionals from within My Circle, to be eligible to instantly book certain jobs the Client decides are ‘instantly bookable’. Where a Client offers an engagement to a preferred healthcare professional, the Engagement is instantly formed upon the healthcare professional’s acceptance of such offer.
Administration of My Circle
- Where the Client has elected to set up My Circle, the Client shall enter the details of any healthcare professionals it wishes to include in its My Circle onto the designated area of the Lantum Web Platform. Such details may include healthcare professionals from the Client’s Staff Bank, Collaborative Bank, the Marketplace or elsewhere.
- Lantum will carry out the Lantum checks in accordance with clause 2.2 (subject to Schedule 2, clause 4).
- Where a Client has elected to use its My Circle any Vacancy Notifications will first be made available to the healthcare professionals in My Circle. If the Vacancy is not filled by a healthcare professional within My Circle, the Client can opt for the Vacancy Notification to be made available to all healthcare professionals in its Client Staff Bank or Collaborative Bank (if the Client has either of these) or on the Marketplace
Instant Booking Process
- The Client can make Instantly Bookable Engagements.
- In the instance of an Instantly Bookable Engagement, for the avoidance of doubt, the provisions of Clause 4.6 of the main agreement apply.
- The provisions of Schedule 1 and the main agreement shall apply.
- For the avoidance of doubt, the Lantum Service Fee will be chargeable in relation to any Instantly Bookable Engagement if the Healthcare professional was, subject to clause 2.2. of Schedule 2, sourced via the Marketplace.