TJM Occupational Health and Wellbeing – Terms and Conditions
These Terms and Conditions apply to all Services provided by TJM Occupational Health and Wellbeing, a company in England and Wales whose office address is Office Block 247, Apex House, Thomas Street, Trethomas, Caerphilly, CF83 8DP referred to as “we/us/our”).
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Client/You/Your” means the individual, firm or corporate body paying for the Services;
“Contract” means the contract formed between us and the Client as detailed in clause 2, which includes the acceptance of these Terms and Conditions;
“Participant” means the individual receiving the Occupational Health Services e.g.; employee, volunteer, supervisors or management team;
“Proposal” means our written proposal to provide the Services, which unless otherwise stated, remains open for acceptance for a period of 30 days and sets out our entire scope of works;
“Services” means the Occupational Health and wellbeing services provided by us including workshops and training, sickness absence case management consultations, fitness for role / new starter / night worker questionnaires and assessments; and
“Session” means a booking, including an individual appointment, a full / ½ day clinic, or group workshop whether an one-off Service or ongoing.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing/written” includes emails & similar communications;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “these Terms and Conditions” refers to these Terms and Conditions as amended or supplemented at the relevant time;
1.2.4 a clause refers to a clause of these Terms and Conditions;
1.2.5 “Party” or the “Parties” refer to the parties to these Terms and Conditions.
1.3 The headings used in these Terms and Conditions are for convenience only and will have no effect upon their interpretation.
1.4 Words imparting the singular number include the plural and vice versa. References to persons include corporations.
2. The Contract
2.1 We will provide a written Proposal for our Services. The acceptance of our Proposal, electronically or otherwise, or the placement of an order, creates a legally binding Contract between us, and includes the acceptance of these Terms and Conditions.
2.2 You are responsible for the accuracy of any information submitted to us and for ensuring that our Proposal reflects yours and the Participant’s requirements. It is your responsibility to ensure all information relating to the Participant is disclosed to us at this time.
2.3 Our Proposal is based on the information provided to us at the time we prepare it. If any errors or discrepancies become evident, we reserve the right to make adjustments to the Proposal.
2.4 No terms or conditions stipulated or referred to by you in any form whatsoever will in any respect vary or add to these Terms and Conditions unless we agree otherwise in writing.
2.5 Any timescales we provide are a guideline only and are not of the essence of the Contract.
3. The Services
3.1 Our Proposal will set out a fixed fee, or an estimate of costs and any range of the budget that has been agreed. We will provide the Services as set out in the accepted Proposal up to the agreed maximum budget, after which time we will contact you to obtain further written authorisation of costs.
3.2 Case management referrals that have been quoted under a fixed fee have been quoted based on the time we consider they should take under normal circumstances, should it take longer than anticipated to assess and write the report, there may be additional fees. This will be discussed with you, in advance where possible, or once the employee has been assessed.
3.3 We may agree to provide an estimated cost for ongoing Services, such as crisis intervention or ongoing sickness absence management. In this event, we will confirm the agreed frequency for such Services in writing.
3.4 Our Services will be carried out at such times as agreed between us, the Client and the Participant. Services required outside of the agreed times can be prearranged where necessary but may be subject to additional costs.
3.5 We will be responsible for the provision of any equipment required to deliver the Services agreed including but not limited to; a suitable office, administrative support, telephone, reference material, and IT.
3.6 If we undertake work on your premises, it is your responsibility to make available suitable accommodation with access to appropriate welfare facilities, such as are reasonably necessary for the delivery of our Services, including but not limited to; hand washing and rest room facilities, emergency alarm call bell.
3.7 If you become aware of any changes that may be necessary to our Services (if, for example, the condition of any Participant changes), you must notify us immediately. If such changes mean that we will incur higher costs as a result, we will inform you of this and the additional costs will become payable in accordance with clause 4.
3.8 All Participants will need to agree to abide by the provisions relevant to them as set out in these Terms and Conditions, together with any specific rules and reasonable instructions we may provide. It is your responsibility to ensure the Participant is made aware of their obligations as soon as reasonably possible and in any case, before the first session.
4. Payment Terms
4.1 For one-off Services, we will invoice you once the assessment and report / agreed work scopes has been completed.
4.2 For ongoing Services, we will invoice you on a monthly basis throughout the agreed term for the services completed within that month.
4.3 We reserve the right to request payment on account, prior to any Services commencing, and will notify you of this in our Proposal.
4.4 All invoices are payable in full within 14 days from the date of invoice, without set-off, withholding or deduction.
4.5 We reserve the right to review our fees periodically and will give you no less than 30 days’ notice of any changes.
4.6 We will charge for our reasonable travelling time, mileage and other travel expenses (such as overnight accommodation costs) in providing the Services. We will also charge for any third-party services, materials and goods we provide at your request.
4.7 All prices quoted exclude VAT, where applicable.
4.8 No refunds will be made for payments made in advance, even if the Session paid for is subsequently cancelled by you or the Participant.
4.9 The full fee will still be due and payable if the Participant does not consent to the release of the Occupational Health report for any reason.
4.10 The time of payment is of the essence of the Contract. If you fail to make any payment to us by the due date then, without prejudice to any other right or remedy available to us, we will have the right to suspend the Services and any future booked Sessions with the relevant Participant(s), and charge you interest on a daily basis at the rate of 8% per annum above the Bank of England base rate from time to time in force, both before and after judgment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We
also reserve the right to charge for any costs we incur in attempting to recover the debt.
5. Variation and Amendments
5.1 If you wish to vary the Services to be provided, please notify us as soon as possible. We will use all reasonable efforts to make any required changes, which will be carried out in accordance with these Terms and Conditions and will invoice you for any additional costs incurred as a result.
5.2 If we have to make any change in the arrangements relating to the Services, we will notify you immediately. We will endeavour to keep such changes to a minimum and will seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.
5.3 Notwithstanding clause 5.2 above, we will have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, to meet the changing needs of the Participant or which do not materially affect the nature or quality of the Services, and we will notify you in any such event.
6. Cancelling or Rearranging Sessions
6.1 We require a minimum of 72 hours’ notice from you or the Participant to cancel or rearrange an agreed Session. If we do not receive this notice, we will charge the full fee for the Session, together with any costs we may have incurred as a result of the cancellation.
6.2 If, for any reason, we have to cancel or reschedule an agreed Session, we will notify you and the Participant immediately to minimise disruption.
6.3 When making contact with a Participant at their scheduled appointment time, we will make a maximum of three attempts to establish contact within a 15-minute time frame. If the Participant does not attend within that time frame, the appointment will be treated as cancelled and Clause 6.1 will apply.
7. Termination
7.1 Either Party has the right to terminate the Contract for ongoing Services at any time by giving the other Party no less than 30 days’ written notice. Unless otherwise agreed in writing, the fees will continue to be due and payable and we will continue to provide the Services, throughout any period of notice.
7.2 Either Party has the right to terminate the Contract immediately if the other:
7.2.1 has committed a material breach of this Contract, unless the breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other Party
has failed to remedy the breach within 14 days after being given a written notice to do so; or
7.2.2 goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
7.3 Upon termination, any and all payments required under the Contract will become due and immediately payable.
7.4 Any and all obligations of the Parties, which either expressly or by their nature continue beyond the termination, cancellation or expiration of the Contract, will survive termination under this clause 7 on a pro-rata basis.
8. Confidentiality
8.1 The Parties acknowledge that throughout the duration of the Contract, they may disclose certain confidential information to each other. This includes, but is not limited to, information relating to Participant(s).
8.2 Both Parties agree that they will not use the confidential information provided by the other, except to perform their obligations under the Contract. Each Party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, except as set out in clause 8.3, or unless authorised to do so by the other Party in writing.
8.3 We may need to disclose certain information to professional bodies or where we are otherwise under a legal obligation to do so. Such information will be anonymised where possible and where this is not possible, we will notify you provided we are legally allowed to do so.
9. Intellectual Property:
The copyright in all reports and other materials produced by us as part of the Services is and will remain our property. Subject to a written agreement to the contrary, nothing in the Contract will give you any ownership rights in such materials. However, as far as we are able to, we will provide you with a non-exclusive licence to use those materials, provided we
have received all payments due under the Contract in full. You may not sub-licence the rights provided by us without our prior written permission, and any licence granted will be automatically revoked if you breach any of these Terms and Conditions or if the Contract is cancelled or terminated in accordance with clause 7. We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of our intellectual property rights.
10. No Employment:
Nothing in the Contract will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.
11. Assignment and Sub-Contracting
11.1 You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Contract.
11.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract, without your prior consent. Where we sub-contract the performance of any of our obligations under the Contract, we will be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.
12. Liability
12.1 Except in respect of death or personal injury caused by our negligence, we will not, by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained in the Contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, sub-contractors or otherwise) in connection with the performance of our obligations under the Contract. All warranties or conditions
whether express or implied by law are excluded to the fullest extent permissible by law.
12.2 We cannot be held responsible for any failure or delay in providing our Services or for any costs or losses sustained or incurred by you as a result, where our failure or delay was caused by incorrect information, a lack of information or communications from you, or your failure to comply with any of your obligations detailed in these Terms and Conditions.
12.3 Except as stated in clause 12.1, in the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, will not exceed the fees and expenses paid by you under the Contract in the preceding 12 month period.
13. Force Majeure:
Neither Party will be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond that Party’s
reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storm, earthquake, act of terrorism or war, pandemic, epidemic, governmental action or any other event beyond the control of the Party in question.
14. Data Protection
14.1 Both parties agree to comply with all applicable data protection legislation, including, but not limited to the Data Protection Act 2018 and the UK GDPR, together with any subsequent amendments to them.
14.2 In providing us with the personal data of any Participant, you warrant that you have obtained their permission to pass their data to us, as a third party. We will only process this data in order to provide the Services under the Contract and will not use it in any other manner without consent.
14.3 For further information on how we process personal data, please refer to our privacy policy, which is available on request.
15. Other Important Terms
15.1 The Contract is between us and the Client. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
15.2 Any part of these Terms and Conditions found to be unlawful, invalid or otherwise unenforceable would be severed from our Contract.
This will not affect the validity and enforceability of the remaining
parts of the Contract.
15.3 If the rights under these Terms and Conditions are not exercised or enforced following a breach of contract by either party, this does not mean that either of us has waived our right to do so at a later date.
15.4 Notices will be deemed to have been duly received and properly served 2 hours after an email is sent providing this is sent during business hours, or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.
16. Law and Jurisdiction
16.1 These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
16.2 Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.