Standard Terms and Conditions
Supply of event medical support
During the continuance of the Agreement into which this document is incorporated (the “Agreement”), North East Medical Services (herein referred to as NEMS) shall supply and the Client shall purchase to these NEMS Event Medical Support Terms. Definitions in the Agreement (which Agreement includes any schedule and/or any appendix thereto) shall also apply in these NEMS Event Medical Support Terms. In the event of any conflict between these NEMS Event Medical Support Terms and the terms of the Agreement, the terms of the Agreement shall take precedence.
1. NEMS Supplies, Specifications and related Prices
The Services, the Specifications, and the related Prices are set out in the Agreement and/or its Schedules (the “Schedules”) or appendices (the “Appendices”)
2.1 No terms or conditions endorsed on a Client’s booking, specification, or similar document will form part of the contract between the parties. By placing a booking, the Client acknowledges the applicability of the NEMS Event Medical Support Terms.
2.2 NEMS and the Client shall agree dates, time, places and staffing levels for the delivery of Services which shall be set out in booking and/or Appendix.
2.3 Failure to notify of any delay shall not on its own entitle the Client to terminate the contract or withhold payment against NEMSs invoice. Unless otherwise agreed in writing with NEMS, the Client shall not be entitled to cancel any order or Services once the services have commenced.
2.4 Clients will be asked to make a non-refundable deposit payment in advance for the booking of Service.
3. Client Responsibilities
3.1 As the organiser of the event the Client retains full responsibility for ensuring that a satisfactory risk assessment has been carried out for the event.
3.2 The Client must ensure that the event is properly policed, so far that NEMS personnel do not find themselves in threatening situations.
3.3 The Client must ensure that an area of the treatment of patients is clearly defined. A dry, covered, clean area must be provided either by the Client or by NEMS at an agreed cost.
3.4 The Client is to ensure that there is free and clear access and egress to and from the site of the event for personnel and vehicles. (This also includes NEMS Staff Private Vehicles).
3.5 The Client is to ensure that all additional medical personnel and/or supporting agencies at the event are made known to NEMS personnel, before the commencement of the event.
3.6 In emergencies the Client must take all reasonable measures to provide appropriate support to allow medical staff of NEMS to carry out their duties (including but not limited to stopping the event artists).
3.7 The Client is to ensure that event staff are aware of the location of the medical centre/first aid stations as appropriate.
3.8 The Client is to ensure that supporting items (including but not limited to) e.g. Maps, Risks Assessments, Emergency Plans, Radios are provided within a timely manner.
3.9 The Client is responsible for ensuring that all necessary licences to operate the event have been obtained and for compliance with all conditions associated with such licences and in respect of all relevant legislation, regulations or similar. Failure to comply with the requirements of this clause may be treated by NEMS as a fundamental breach of the Agreement, in which case NEMS shall be entitled to immediately leave the event and stop all services. This will not affect NEMS’s right to be paid for all outstanding invoices for booked services (whether performed or not).
Once at the event, regardless of the duration, the finish time specified on the booking form shall be considered as the finish time of the event. If an event continues beyond this finish time, NEMS reserves the right to leave the event at the specified finish time. Any possible overrun must be discussed with the onsite supervisor/manager as soon as possible. The decision is at the discretion of the duty manager at the event. Where personnel are willing to remain at the event, the relevant excess duty charges shall apply.
5. Terms of Payment
Unless subject to separate agreed arrangements, the Client shall pay NEMS a non-refundable 10% booking fee with outstanding balances(s) to be no later than 7 days prior to the start of the event. If the Client fails to make payment on the due date, NEMS reserves the right to cancel all services and redistribute staff to alternate events. All payments received will be non-refundable and any monies due will be subject to interest at the annual rate of 8% above the Bank of England base rate. Unless otherwise agreed with NEMS or required by law, the Client shall not be entitled to make any set off in respect of amounts due to NEMS. All fees are subject to the current rate of VAT (valid exemptions only).
Each party acknowledges and agrees that any and all information concerning the other’s business or the terms of the Agreement including these NEMS Supply Terms is confidential (hereinafter referred to as “Confidential Information”) and each party agrees that it shall not permit the duplication, use or disclosure of any such Confidential Information to any person (other than its own employee, agent or sub-contractor where the same requires such information for the performance of the Agreement) unless such duplication, use or disclosure is specifically authorised in writing by the other party, or is required by the operation of Law. Confidential Information does not include information, which at the time of disclosure is generally known by the public (other than by the unauthorised act of the disclosing party). The parties shall take all reasonable steps to ensure that their employees, agents and sub-contractors keep Confidential Information confidential.
7. Data Protection
7.1 Each party undertakes to comply at all times with the Data Protection Act 2018 (the “DPA”) to the extent it processes any personal data or sensitive personal data on behalf of the other. “Personal Data” and “Sensitive Personal Data” shall have the meanings given in the DPA.
7.2 In particular, but without limitation, each party shall:
7.2.1 Only carry out processing of such data in accordance with the other’s instructions
7.2.2 Only disclose it to or allow access to it by those of its employees (or agents or sub-contractors) who are familiar with data protection requirements and whose use of such data relates to their job or function.
7.2.3 Assist the other with all subject information requests received from data subjects.
7.3 For the avoidance of doubt, neither party (or its agents or sub-contractors) shall acquire any right in any of the other’s personal data or sensitive personal data and shall only be entitled to process it in accordance with its contractual obligations. On termination of the contract each party (or its agents or sub-contractors) shall immediately cease to use the same and shall arrange for its safe return of destruction as shall be agreed with the other at the relevant time.
7.4 Each party agrees to indemnify the other against any actions, costs, liabilities, losses, damages and expenses which the other may suffer or incur as a result of any breach by the former of any of the undertakings given in this Clause 6.
8. Intellectual Property
8.1 Each party confirms that it owns, or has all necessary rights in the use of, all intellectual property in relation to the Services and each acknowledge that such intellectual property shall remain the property of, or rights in the use shall remain with, the originating party, unless otherwise agreed in writing between authorised representatives of NEMS and the Client.
8.2 Each party agrees to indemnify the other against any actions, costs, liabilities, losses, damages and expenses which the other may suffer or incur as a result of any claim by a third party in relation to ownership or use of any relevant intellectual property, provided by the other party.
9. Force Majeure
Neither party will be liable to the other for any failure or delay or for consequences of any failure to delay in performance of this Agreement if it is due to any event beyond the reasonable control, contemplation of a party to this Agreement including, without limitation, acts of God, War, Industrial Disputes, Protests, Fire, Flood, Storm, Tempest, Explosion, an Act of Terrorism and National Emergencies.
10.1 NEMS warrants to provide Services with the care and skill to be expected of a qualified and competent contractor experienced in undertaking services of the same king as the Services.
10.2 If the Services performed are in breach of Clause 9.1, NEMS will as its option make good the performance, or refund the Client based on that element of the service delivery, subject to availability and the performance being proved to be deficient to the reasonable satisfaction of NEMS. The obligations will not apply where:
10.2.1 The part of the Service concerned was based upon information supplied by or varied from the normal Service at the specific request of the Client; or
10.2.2 The Client failed to notify NEMS of the issue during the event.
11. Consumer Protection (Distance Selling) Regulations 2000 (“the Regulations”)
11.1 Where a contract with a consumer is concluded on a distance selling basis the Regulation (as amended from time to time) will apply and the Client consumer will have a general right to cancel. In the case of services this will expire 14 days after booking (except for late bookings when it will expire on the date the services are commenced). Subject to the Regulations and to the foregoing, if a request is made to amend services or to cancel services, the following fees may be applied:
11.1.1 In the case of cancellation:
- More than 4 weeks prior to the services commencing: Full Refund minus administration fee
- Between 2-4 weeks prior to the services commencing: 50% of amount charged
- Less than 2 weeks prior to services commencing: 100% of amount charged
11.2 In all cases, notice of cancellation must be confirmed in writing addressed to the contact details on the booking confirmation letter.
11.3 Where a deposit has been paid, these will be non-refundable.
11.4 The current administration fees are:
- Total NEMS invoice amount £1-£5000 = £50 + VAT
- Total NEMS invoice amount £5000+ = £100 + VAT
12.1 Nothing in this contact excludes or limits or attempts to exclude or limit the liability of either party for death or personal injury caused as a result of its negligence, or fraudulent misrepresentation; or in respect of the implied warranties contained in the Supply of Goods and Services Act 1982.
12.2 Subject to Clause 12.1 NEMS will be under no liability to the Client (whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused.
12.3 Subject to Clauses 12.1 and 12.2, NEMS’s aggregate liability under this Agreement (whether in contact, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct, indirect or consequential loss (all three of which terms, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused will be limited to the amount paid for the Services concerned.
Any demand notice or communication may be given by hand or sent by first class prepaid post or facsimile and shall be deemed to have been duly served if delivered by hand when left at the address of the other; if given or made by prepaid first class post, 48 hours after being posted (excluding Saturday, Sunday and public holidays); if given or made by facsimile, at the time of transmission, provided that a confirming copy is sent by first class prepaid post to the other party within 24 hours after transmission.
14. Freedom of Information
Where the Client is a Public Authority as defined in the Freedom of Information Act 2000 (“the FOIA”) it agrees to notify NEMS immediately if it receives any FOIA request for information regarding NEMS or its business, and it agrees to consult with NEMS regarding the application of any exemptions under the FOIA in relation to such request. NEMS agrees to cooperate with the Client in relation to the FOIA.
In the event of a dispute concerning the Goods or Services the parties shall their reasonable endeavours to resolve it as soon as practicable. If they fail to do so within 14 days, the parties shall try to agree on and implement a method of dispute resolution. If they fail to agree such method with 14 days, the parties confirm that the dispute will then become subject to the exclusive jurisdiction of the England & Wales courts.
16. Consequences of Termination
The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination. The Clauses which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
17. Contracts (Rights of Third Parties) Act 1999
The parties to the contract incorporating these conditions do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
Neither party shall be entitled to assign or transfer any of its rights or obligations without the prior written agreement of the other (which shall not be unreasonably withheld or delayed).
No failure or delay by a party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
If any Clause or part of this Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be served from this Agreement and will ineffective without, as far as is possible, modifying any other Clause or part of this agreement and this will not affect any other provisions of this Agreement which will remain in full force and effect.
This Agreement may only be varied or amended in writing and signed by the parties specifically referring to this clause and stating that this Agreement is varied in the manner specified.
22. Entire Agreement
These terms and conditions, and the Agreement into which they are incorporated contain all the terms which the parties have agreed in relation to the subject matter of the Supply. Nothing in this Clause shall be taken to exclude liability for fraudulent misrepresentation.
23. No Partnership
Nothing in this Agreement or any arrangement contemplated by it shall constitute either party a partner of the other nor shall the execution, completion and implementation of this Agreement confer on any party any power to bind or impose any obligations to any third parties on the other party or to pledge the credit of the other party.
24. Compliance with Laws and Regulations
Each party shall observe and abide by and shall require its sub-contractors to observe and abide by all Laws, Regulations and By-Laws as may apply in relation to the matters contemplated by this Agreement.
25. Governing Law and Jurisdiction
The formation, existence, construction, performance, validity and all aspects whatsoever of the Agreement or of any term of the Agreement will be governed by the Law of England & Wales and subject to Clause 14, the courts of England & Wales shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Agreement.
26. Fair Processing
26. All information we hold concerning you will be held and processed by North East Medical Services strictly in accordance with the provisions of the Data Protection Act 2018.
26.2 As an individual, you have a right under the Data Protection Act 2018 to obtain information from us, including a description of the data that we hold on you. Should you have any queries concerning this right, please contact our Data Protection Officer at North East Medical Services, Louis Pearlman Centre, 94 Goulton Street, Hull, HU3 4DL.