March 2023

Application and entire agreement

1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by OccHealth Direct Ltd a company registered in England and Wales under number 12017416 whose registered office is 3 Warners Mill, Silks Way, Braintree, CM7 3GB (we or us or Service Provider) to the person buying the services (you or Customer).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice-versa.

Services

7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your obligations

10. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
11. If you do not comply with clause 10, we can terminate the Services.
12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

Fees

13. The fees (Fees) for the Services are set out in our published price list or specific quotation and are on a time and materials basis.
14. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
15. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
16. The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Cancellation and amendment

17. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 30 days from the date of the quotation, (unless the quotation has been withdrawn).
18. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
19. If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
20. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

Payment

21. We will invoice you for payment of the Fees either:
    1. when we have completed the Services; or
    2. on the invoice dates set out in any specific quotation.
22. You must pay the Fees due within 28 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
23. Time for payment shall be of the essence of the Contract.
24. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 5% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
25. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other to justify withholding payment of any such amount in whole or in part.
26. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
27. Receipts for payment will be issued by us only at your request.
28. All payments must be made in British Pounds unless otherwise agreed in writing between us.

Sub-Contracting and assignment

29. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
30. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Termination

31. We can terminate the provision of the Services immediately if you:
    1. commit a material breach of your obligations under these Terms and Conditions; or
    2. fail to make pay any amount due under the Contract on the due date for payment; or
    3. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
    4. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
    5. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an

administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual property

32. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and indemnity

33. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
34. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
35. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
    1. any indirect, special or consequential loss, damage, costs, or expenses or;
    2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; or
    3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
    4. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
    5. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
36. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
37. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Data Protection

38. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
39. The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
40. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
41. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
42. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors, or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
43. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
44. Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can contact our Data Protection Officer at the following e-mail

address: [email protected].

Circumstances beyond a party’s control

45. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

46. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
47. Notices shall be deemed to have been duly given:
    1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
    3. on the fifth business day following mailing, if mailed by national ordinary mail; or
    4. on the tenth business day following mailing, if mailed by airmail.
48. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

No waiver

49. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

50. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

51. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

Schedule A – service obligations

Please take careful note of the below conditions for the fulfillment of services to you, subject to best endeavours, and our (i.e. OH service provider and customer’s) mutual obligations.

1. Key performance indicators

Key performance indicators
Service	Notes re. TAT	Turnaround Time (TAT)Excepting weekends and bank holidays
Initial and Review consultation	booking to initial contact withcandidate for appt scheduling	48hrs
Initial and review consultation	appointment to provision of OH report via online interface Any expected delay in report provision such as GP referral etc will be communicated to client within 24hrs of appt.	72hrs of the appointment
Issue of referral letter for yourcandidate to take to his doctor/specialist	From the point of consultation/ medical	48hrs of the appointment
Chase notification to yourcandidate re. GP referral	Post-issue of initial referralletter to your candidate	10th working day
Provision of online health assessment to candidate	Candidate notified ofquestionnaire’s availability on online interface	Real time
Clinical review of completed online health assessment	Measured from point of candidate submitting questionnaire via onlineinterface	72 hrs(Notwithstanding candidate availability where health advisor telephone contact is required)
Onsite activities	From conduct of medical to certificate provision	72hrs (fit / unfit) of the appointment Note: occasional exceptions may apply e.g., Clinical quality checks.

Important note regarding our TAT performance: Please note that TAT’s stated do not constitute a guarantee but is our expectation of delivery using best endeavours at all times, however notwithstanding factors such as medical referrals, candidate representations or other events beyond our reasonable control.

2. Your (the Customer) obligations

OccHealth Direct provides systems designed to deliver a clear and effective online process to you and your candidates. For the service to be provided you are obliged to abide by the following:

1. You will register on our online system Apollo.Direct and regard its interface as your primary tool for procuring and receiving services from us including the receipt and viewing of updates, reports and certificates etc. unless otherwise directed by OccHealth Direct.
2. You will provide sufficient candidate contact details as are required by our systems of communication namely, but not exhaustively a current email address and contact telephone number.
3. You will provide the appropriate, relevant information regarding your candidate(s) including job description(s), sickness absence summary for the pertinent, measurable period and background to your referral as well as any other relevant supporting documents via the online system interface.
4. You will support your candidate with the acquisition of any medical information required by the nurse. Please note that any charges, fees or other associated costs pursuant to a medical referral are the responsibility of the client and/or their candidate unless otherwise stated (please see Schedule, A Section 5.0).

3. Candidate appointment non-attendance

A ‘Did Not Attend’ (DNA) status shall apply for candidates who, without the giving of prior notice, do not attend the pre-booked consultation within 15 minutes of its scheduled start time. At this point the consultation shall be chargeable in full to the customer and require re-booking. Any associated translation/interpreter services will also be charged at the full fee.

Note: OccHealth Direct can assist in the production of recorded attempts to reach the candidate, if required by the client or candidate.

4. Client or candidate cancellation of management referrals and equivalent services
   1. Cancellation of a remote service once actioned by us (i.e. contact attempts have commenced), and not within 72 hours of the appointment, will incur an administration fee.
   2. Cancellation of a remote service by the customer within 72 hours (but not less than 24 hours, see 4.3 below) of the scheduled appointment will be chargeable at 50% of the consultation fee. Any associated translation/interpreter services will be charged at the full fee.
   3. Cancellation by the customer or candidate within 24 hours prior to the consultation will be chargeable at 75% of the full fee. Any associated translation/interpreter services will be charged at the full fee.
   4. Cancellation by the customer or candidate of a face-to-face service within 72 hours prior to the appointment will be chargeable at 100% of the full fee. Any associated translation/interpreter services will be charged at the full fee.

5. Medical referrals (to GPs or specialists)

Where a referral is necessary, the following process will apply when the input of a GP, specialist or other senior third-party clinician is unavoidably required:

1. The candidate will be informed at the time of the consultation that a referral is necessary and that they will be sent a letter (email or post) by the provider setting down the specific information requested for the candidate to present to their GP. OccHealth Direct will advise the client that a referral is necessary and advise of known actual and otherwise estimated costs.
2. Costs may arise from the provision of a report by a GP for example, which will be passed onto the Customer in full. Our referral letter will make this, alongside all other instructions, clear to your candidate.
3. We would ask that you support the expeditious action of the employee in attending the GP/specialist to arrange for the required information and its provision to OccHealth Direct directly to facilitate the completion of the OH report.

6. Onsite Activities incl. health checks/medicals/consultations

Please note that agreement to conduct activities on your site is conditional upon our standard Terms and Conditions which can viewed in full on www.occhealthdirect.co.uk and which include:

1. Provision of a clean, quiet, safe and private, lockable space benefiting from natural light, adequate heating, ventilation, two chairs (at minimum), a desk or otherwise suitable table, mains power points (minimum two) and the ability to stand at least four metres from a wall (for the purpose of distance vision checks) either within or immediately without the space itself.

2. Provision of a serviceable WIFI signal (the provision of our service relies wholly upon this as paper medical questionnaires are not available). This should be tested, and a password provided prior to or at the time of the health professional’s arrival.

3. Candidates will be called on the health professional’s behalf in accordance with the agreed clinical schedule. The health professional will not be expected to enter the shop floor space to find candidates or be otherwise called upon to ‘chase’ them for their pre-agreed appointments. Failure to attend within 15 minutes of their appointment will be classified as ‘did not attend’ (see section 3.0) UNLESS the health professional can accommodate elsewhere within their schedule with reasonable endeavours.

4. A point of contact (HR or a suitably authorised manager) will be arranged (with a contact number and physical availability) to support the health professional at the outset, duration and conclusion of the