Legal - Company Specific Terms & Conditions
STANDARD TERMS AND CONDITIONS FOR USING TOTALLOCUM'S SERVICES
With effect from 1st January 2022
1. GENERAL
1.1 These Standard Terms and Conditions of LocumDiary Ltd, trading and hereinafter referred to as "TotalLocum", form the only contract (the "Contract") between TotalLocum and any person firm or company (the "Client") that uses TotalLocum's services to procure the engagement of a locum pharmacist (the "Locum"). The Client shall be deemed to have accepted this Contract upon using the services of TotalLocum. This Contract may be varied and reissued to the Client from time to time by TotalLocum and no variation or alternative terms and conditions made by the Client shall be valid unless expressly agreed with and signed by TotalLocum.
2. LOCUM REMUNERATION
2.1 The Client and TotalLocum will from time to time agree the remuneration rates (the "Rate") for Locums.
2.2 Payment of the Locum at the Rate is the sole responsibility and obligation of the Client, who must make such payment directly and forthwith to the Locum upon termination of the engagement or weekly (whichever shall be the earlier event), unless the Locum and the Client agree an alternative schedule of payment.
2.3 The Locum and the Client shall share sole responsibility for ensuring that all Income Tax, National Insurance Contributions and other statutory payments as assessable under Schedule D of the Finance Act are paid as necessary.
3. BOOKING FEE
3.1 The TotalLocum "Daily Booking Fee" (which TotalLocum shall exclusively and from time to time determine and notify via email to the Client) will become due and payable by the Client upon the Client's confirmation of its booking of a Locum procured via TotalLocum's services, even if the Client subsequently cancels said booking. The daily booking fee is £23.75 + VAT unless otherwise advised in writing.
3.2 If the client wishes to amend a confirmed booking and move the locum to an alternative branch then:
3.2.1 A Daily Booking Fee will apply to the cancelled booking and a Daily Booking Fee will also apply to the new booking at alternative branch. The two fee's are required to cover the additional costs and workload TotalLocum incurs when a client wishes to amend a booking.
3.2.2 In the alternative to 3.2.1, and at TotalLocum's sole discretion, TotalLocum may apply just one Daily Booking Fee if the amendments to confirmed bookings are very infrequent.
3.3 A Locum whose booked services are cancelled by a Client may without limitation retain rights to seek compensation or damages from the Client.
3.4 Where a Locum cancels a confirmed booking:
3.4.1 TotalLocum will use its best endeavours to find a suitable alternative replacement Locum for the Client;
3.4.2 If TotalLocum can procure no suitable alternative Locum, it may credit the Client with such Daily Booking Fee as the Client may have pre-paid for said cancelled booking;
3.4.3 TotalLocum shall bear no liability for any loss or damage of the Client arising from said cancellation.
3.5 TotalLocum reserves the right to charge statutory interest and compensation for debt recovery costs under the Late Payment of Commercial Debts [Interest] Act 1998, as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 on any unpaid debt owed for more than 30 days by the client.
3.6 TotalLocum has no contract for services with the Locum. For the avoidance of doubt, a Client that procures the engagement of a Locum through the TotalLocum's services is jointly responsible with the engaged Locum for any contract for services between them, save that any such contract for services will not limit the Client's responsibilities and obligations under this Contract.
4. AGENCY OF CLIENT
4.1 For the avoidance of doubt, in this clause 4: -
4.1.1 "Associate" has the meaning prescribed in the Companies Act 2006 or any re-enactment thereof:
4.1.2 "indirectly booked" and "indirectly engages" includes the reintroduction by the Locum him/herself, or by some other third party, or by an Associate of either the Client or the Locum;
4.1.3 "Buy Out Fee" means 20% of the first complete year's salary for the said Locum if the Locum becomes a permanent employee of the Client;
4.2 The Client acts in the capacity of TotalLocum's Agent for TotalLocum's services when it directly or indirectly engages or introduces to an Associate a Locum whom it has previously directly or indirectly booked via TotalLocum's services within the preceding twelve calendar months or who has registered with the Client after being instruc
4.3 The Client (or, as the case may be, the Client's Associate) must forthwith (and in any event within five days) inform TotalLocum when they engage or introduce to an Associate a Locum whom
a) The Client has previously directly or indirectly booked via TotalLocum's services within the preceding twelve calendar months or
b) Has been directed by TotalLocum to register with Client.
For the avoidance of doubt, there is no requirement for an Introduction to lead to an Engagement or be the "effective cause" of an Engagement and any implied term to this effect is hereby excluded to the greatest extent allowed by law.
The client:
4.3.1 shall become liable to TotalLocum upon said engagement or introduction, and forthwith pay within 15 days, an Agency to Direct Fee of £5,000.
4.3.2 shall not frustrate this Contract and will upon request deliver to TotalLocum details of all past and future engagements of the Locum by the Client or associate
4.4 In the alternative to 4.3.1, and at TotalLocum's sole discretion, TotalLocum may apply the 'Daily Booking Fee' rather than the 'Agency to Direct Fee'.
4.5 The client shall cooperate fully with TotalLocum in any investigation and reasonable requests for relevant disclosure that TotalLocum may make of the Client's engagement of specified Locums within specified periods.
4.6 It is the Client's responsibility and obligation to ensure that
4.6.1 any person acting upon its behalf, and
4.6.2 any Associate benefiting from the Client's introduction as TotalLocum's Agent is aware of and complies fully with the terms and conditions of this Contract
5. OTHER ISSUES
5.1 TotalLocum is an employment agency and will operate as an employment agency in relation to the Client.
5.2 The Client must inform TotalLocum if it is aware of any risks in its premises to the health or safety of the Locum and what steps the Client has taken to prevent or control such risks.
5.3 TotalLocum is not and cannot be responsible for:
5.3.1 any acts or omissions of a Locum;
5.3.2 any failure of a Locum to provide partly or in full the services requested by the Client;
5.3.3 any loss of the Client, financial or otherwise, including without limitation any civil or criminal or regulatory claim or proceedings or liability arising from any act or omission or failure or conduct of a Locum.
5.4 If the Client is dissatisfied with a Locum it must immediately contact TotalLocum.
5.5 Copies of the Locum's qualification as a pharmacist and registration with the GPhC can be provided upon request. Copies of a Locums' references or past work history may be provided upon request for the Client's determination of suitability or otherwise of the Locum.
5.6 Locums booked via TotalLocum's services will at the time of booking be currently registered with the GPhC.
5.7 The Client must ensure that it has in force suitable and adequate comprehensive professional indemnity insurance policies to cover the period of engagement of the Locum and such professional services and other services that the Locum shall supply.
5.8 The Client shall not share with any other parties any business information or materials or Locum details supplied by TotalLocum without TotalLocum's express permission. All documents and information provided by TotalLocum remain the strict property of TotalLocum and may not be copied, reproduced, stored in a retrieval system or transmitted in any form, either in part or in full, without the express prior written permission of TotalLocum.
6. WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
7. SEVERANCE
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
8. JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
9. NOTICES
All notices under this Agreement shall be in writing or by email. Notices shall be deemed to have been duly given:
a). When delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
b). On the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
c) On the tenth business day following mailing, if mailed by airmail, postage prepaid.
10. ANTI CORRUPTION
It is a policy of both parties to comply with all laws and regulatory requirements affecting its business including anti-corruption and anti-bribery laws within the United Kingdom. Both parties shall:
a) Comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 ("Relevant Requirements") that are applicable within the United Kingdom;
b) Not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK
c) Have and shall maintain in place throughout the term of the Contract it's own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements of that Act and will enforce them where appropriate
d) Promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by that party in connection with the performance of the Contract.
e) To the fullest extent possible assist and co-operate with any investigation into suspected corruption and/or bribery and upon request deliver any and all information that may assist with investigations into suspected corruption and/or bribery