1 - Interpretation
1.1 - In these terms the following capitalised terms shall have the following meanings:
“Assignment” means any work which is agreed to be carried out by the Locum for the Client as may be set out in the Booking Form (including any extensions or continuations of it, whether or not recorded in a Booking Form). All Assignments are subject to these terms whether or not they are confirmed in writing or in a Booking Form.
Any single shift or single day worked shall constitute the start of an Assignment. Where a Client allows a Locum to complete any work on any given date, this shall constitute an Assignment for the purposes of these terms;
“Booking Form” means a document, in any form, which sets out the Client’s request for the services of a Locum for any period of time (including any amendments or updates agreed by email);
“the Client” means the person; firm; corporate body or party togefther with any subsidiary or associated company as defined by the Companies Act 1985 contracting with the Company who has accepted these terms in writing or by some other means including email;
“Direct Engagement” and “Direct Engagement Fee” have the meaning set out in clause 7.1;
“Engagement” means any contract, employment, engagement, use or confirmation of use of the Locum by the Client whatsoever including (without limitation) any contract of service or for services, consultancy, self-employment, partnership or agency made between the Client and the Locum (or any person, firm, company or other entity associated or connected with either of them) whether made direct or via an agent and (and “Engage” or “Engages” shall be construed accordingly);
“Introduction” means the communicating by any means whatsoever by or on behalf of the Company of details or the identity of a Locum to the Client (and “Introduce” or “Introduced” shall be construed accordingly);
“Locum” means any individual clinician or medical support staﬀ who is Introduced by the Company to the Client whether verbally, in writing or in person, and regardless of whether otherwise known to the Client. This term includes the individual locum and any personal service company set up by that individual;
“the Fee” means the fee payable by the Client to the Company in respect of the services provided by the Locum;
“Relevant Regulator” means in the case of Locums who are doctors, the General Medical Council and in the case of Locums who are nurses, the Nursing and Midwifery Council.
“the Company” means The Right Medical Locum Company (Company Number 08267522, registered oﬃce is 34 Clarendon Road, Watford, WD17 1JJ) and Bowl Medics Ltd, (Company number 10154346, registered oﬃce is 34 Clarendon Road, Watford, WD17 1JH) and Medical Service Providers Limited (09482579) trading as “Locum Meds”; these terms are also for other subsequent companies who trade as locum meds and you have received email correspondence from @locummeds.co.uk to confirm this.
1.2 - These terms set out the rights and obligations of the Company and the Client that will apply with eﬀect from the date that the Client requests the Company to supply one or more Locums.
1.3 - These terms will govern all Assignments until they are terminated or both parties agree otherwise. They apply to any Introductions made after the date these terms are agreed.
1.4 - The Company is not an employment business nor an employment agent. The Company introduces Locum staﬀ who are either self-employed workers or provide their services through personal service companies. The Company also provides other ancillary services including but not limited to payroll services, screening and introductions services. Such services are provided at an additional cost.
1.5 - If there is any conflict between these terms and the Booking Form, these terms shall prevail.
1.6 - These terms set out the entire agreement between the parties and shall prevail over the Client’s terms of business or purchase conditions as well as any former agreements between the Parties. These terms shall not change, alter or supersede any other agreement for any other services provided by the Company, which may be the subject of a separate agreement between the Company and the Client.
1.7 - No variation of these Terms shall be valid unless approved by a director or senior manager of the Company in writing.
2 - The Company’s obligations
2.1 - The services to be provided by the Company shall be:
2.1.1 - primarily the introduction by the Company of Locums to provide medical services to the Client as set out herein; and
2.1.2 - ancillary services where required, including but not limited to a payments service in respect of payments of the pay rates to Locums, evaluating Locums’ capabilities, and taking references. Such services shall be provided subject to separate terms and an additional cost shall be agreed.
2.2 - The Locums will be independent contractors who are not employed, supervised, directed or controlled by the Company, or by the Client. The Locums provide no services to the Company. Accordingly The Conduct of Employment Agencies and Employment Business Regulations 2003 do not apply and the Company is not obliged to prepare any due diligence on the Locums. The Client may request the Company to procure due diligence documents from particular Locums, but responsibility for checking such documents remains with the Client and the Company cannot warrant the accuracy or completeness of such information or documents.
2.3 - Each Assignment agreed between the Company and the Client shall be a separate contract subject to these terms.
2.4 - The Client shall not make any payment to the Locum. The Company shall take payment in from the Client in respect of the Assignments and shall pay the Locum on behalf of the Client.
3 - The Client’s obligations
3.1 - The Client shall not contact the Locum and shall direct all communications via the Company. The Client may deal direct with the Locum during an Assignment, but any new Assignments or extensions to existing Assignments must be discussed with the Company not the Locum.
3.2 - The Client shall comply with all applicable statutes, byelaws, codes of practice and legal requirements in its treatment of the Locums.
3.3 - The Client will provide proof of adequate insurance cover including employers liability, public liability, site/facility insurance during any period in which a Locum works for the Client but for the avoidance of doubt obtaining professional indemnity cover shall remain the Locum’s responsibility.
3.4 - the Client will ensure that all Locums have been informed of and understand all health and safety policies in force at the Client’s premises and the Client will conduct and record any risk assessment that is deemed necessary.
3.5 - The Client shall:
3.5.1 - ensure that it does nothing to cause the Company to be in breach of applicable laws, acts and regulations;
3.5.2 - provide full details of the nature of the work and any particular health and safety requirements to the Company prior to agreeing the Assignment, and any requirements not notified to the Company before the Booking Form is agreed shall not be binding;
3.5.3 - inform the Company of any intention to increase the Locum’s working hours or any other change in the work pattern as described on the Booking Form;
3.5.4 - ensure that the Locum receives adequate rest breaks in accordance with all relevant legislation, and such breaks shall form part of the Assignment;
3.5.5 - inform the Company immediately if a) it is considering terminating its contract to provide medical services, or b) on becoming aware of any circumstances which could lead to the termination of such contract (including without limitation any remedial notices being served or any warnings from the CCG or CQC) and of the identity of a potential transferee if relevant.
3.6 - The Locum will submit a timesheet to the Client at the end of the day, the end of the week or the end of the Assignment as appropriate. The Client shall promptly verify and sign the timesheet, and any signature by or on behalf of the Client shall constitute confirmation that the Locum has worked satisfactorily for the period indicated on the timesheet.
3.7 - Failure to sign the timesheet will not alter the Client’s liability to pay for the period worked. If a timesheet is not returned promptly to the Company, the Company shall invoice on the basis of its own understanding of the time worked.
3.8 - The Client shall be responsible for ensuring that only properly authorised individuals sign timesheets and deal with the Company. If a member of the Client’s staﬀ signs a timesheet that shall be binding on the Client and the Client shall not be entitled to claim otherwise.
3.9 - The Client acknowledges that the Company shall not be responsible for supervising, monitoring or directing the Locums and that accordingly, only the Client is in a position to assess and insure against risks arising in, or relating to the period in which the Locum worked for the Client (whether or not the Locum is a personal service company).
3.10 - The Client shall be responsible for ascertaining whether it is a public sector body for the purpose of IR35 and all related legislation. If the Client is a public sector body for the purposes of IR35, the Client shall take all reasonable steps to ensure that IR35 does not apply to the Assignment. The Client shall indemnify the Company, and keep it indemnified, against any costs, claims, damages or expenses which relate either to the Client being a public sector body, and/or to IR35 applying to the Assignment.
4 - Misconduct and under performance
4.1 - Any act of misconduct or breach of the Relevant Regulator’s rules, policy, guidance or regulations by the Locum must be reported to the Company without delay.
4.2 - If a Locum’s performance proves to be unsatisfactory the Client shall inform the Company immediately by telephone with confirmation in writing within 48 hours.
4.3 - The Company shall notify the Client immediately if it discovers that the Locum is unqualified for the Assignment.
4.4 - The Client shall not be entitled to decline to sign a timesheet on the basis that it is dissatisfied with the Locum’s work.
5 - Remedies (including early termination)
5.1 - If the underperformance of the Locum is serious enough as to warrant a report being made by the Client to the Relevant Regulator under clause 4, the Company shall charge for the work done by the Locum prior to the report, but shall make no further charge in respect of that Locum nor any cancellation fee. Otherwise, if no such report is made, any reduction or waiver of the Fee shall be at the Company’s discretion.
5.2 - If the Client notifies the Company prior to the beginning of an Assignment that it wishes to cancel it then: 5.2.1 If the notification is received 5 full business days or less before the beginning of the Assignment, the Client shall pay the Company the full Fee payable for the Assignment Form;
5.2.2 - If the notification is 6 business days or more before the beginning of the Assignment, the Client shall pay the Company 50% of the Fee payable for the Assignment Form.
5.3 - If the Client notifies the Company during an Assignment that it wishes to cancel then the Client shall pay the Company the greater of:
5.3.1 - the amount of the Fee that would otherwise have been paid for the Assignment in any given 4-week period; and
5.3.2 5 - times the relevant daily rate for the Locum(s) as specified on the Booking Form (and for the avoidance of doubt if an hourly rate is specified then it shall be multiplied by 8 to define the daily rate).
6 - Fees and payment terms
6.1 - The Company will agree the Fee with the Client in advance (in the Booking Form or otherwise). The Fee will be invoiced weekly.
6.2 - The Fee shall be due when the Client receives the invoice. Prompt payment of the fees shall be of the essence. If any payment is overdue by more than 14 days the Company shall be entitled to charge on an indemnity basis for all collection costs incurred as a result of instructing a solicitor or collection agency to recover the overdue payment.
7 - Direct engagement
7.1 - If the Client Engages a Locum who was Introduced by the Company, without reference to the Company either:
7.1.1 - within 6 months of the Introduction; and/or
7.1.2 - during an Assignment or within 6 months after an Assignment then the Company must notify the Client in advance in writing (which includes email), and shall pay the Company a “Direct Engagement Fee”.
7.2 - Where there has been an Introduction but no Assignment, the Direct Engagement Fee shall be 20% of the mean average annual fee payable for the three best-paid equivalent jobs on oﬀer within 15 miles of the Client’s location on https://www.jobs.nhs.uk/ Where bandings are advertised, the calculation shall be based on the upper limit of those bandings. Where there are no jobs advertised within 15 miles, the one job closest to the Client’s location shall be used. The relevant time for the calculation shall be at the time the Company becomes aware of the Engagement. If roles are not advertised on NHS Jobs then we will take the first website on google with the relevant job role and calculate on the upper limit of the bandings.
7.3 - Where an Assignment has been agreed, the Direct Engagement Fee shall be 20% of the Fee that would have been payable if the Engagement had been arranged between the Client and the Company, on the terms of the most recent Booking Form but on a full time work basis, for a term of 12 months. If a Locum which the Company Introduced to the Client is subsequently introduced by the Client to a third party who engages the Locum (on any basis) within the periods referred to in clauses 7.1.1 and/or 7.1.2, the Client will be liable to pay a Direct Engagement Fee calculated on the basis set out in clause 7.2.
8 - Limitation of liability
8.1 - Nothing in these terms shall have the eﬀect of limiting or excluding any liability for personal injury or death arising out of negligence, or for fraud, or for anything else which cannot by law be limited or excluded.
8.2 - Subject always to clause 8.1, the Company shall not be liable for any loss, expense, damage or delay arising from:
8.2.1 - any failure of a Locum to provide their services for all or part of the Assignment. As the Locum is self-employed the Company is unable exercise control and so gives no warranty as to the Locum’s attendance. The Client’s sole remedy in such circumstances is to be released from its obligation to pay for any time not worked by the Locum.
8.2.2 - the negligent, wrongful, dishonest or fraudulent acts or omissions or misrepresentations of the Locum including, without limitation, any lack of skill of the Locum.
9 - Value Added Tax
9.1 - VAT will be charged where appropriate at the rate prevailing at the time of supply.
10 - Confidentiality
10.1 - Each party undertakes that it shall not at any time during the application of these terms, and for a period of five years after termination, disclose to any person any confidential information concerning the business, aﬀairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 10.2.
10.2 - Each party may disclose the other party’s confidential information:
10.2.1 - to its employees, oﬃcers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations hereunder. Each party shall ensure that its employees, oﬃcers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 10; and
10.2.2 - as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 10.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations hereunder.
11 - General
11.1 - Law and jurisdiction – these terms are governed by the Laws of England and W ales and subject to the exclusive jurisdiction of the English Courts.
11.2 - Severance – If at any time any provision in this contract is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be impaired.
11.3 - Third parties – no one other than a party to these terms, their successors and permitted assignees, shall have any right to enforce any of these terms.
11.4 - No partnership or agency – Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
11.5 - Assignment – the Client shall not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under these terms without the Company’s prior written consent.
I confirm that I accept these terms and conditions on behalf of the Client and I warrant that I am authorised to do so.