In these Terms of Service:-

1.1 the following words or phrases, unless the context otherwise requires have the following meanings:

“Acceptance Date” – means the date on which You signed the SLA, or We begin to provide the Services to the Client, whichever is the earlier;

“Healthcare Worker” – any of Our employees who provides services to You on Our behalf and are deemed as employed by Us;

“Client” – the Person to whom We provide the Services on Your behalf;

“Commissioner” – an Person who signs the SLA and commissions the service;

“Commissioned Hours” – the hours during the Week when We provide Services to the Client;

“Commissioning Body” “You” “Your” – the Commissioning Body signing the SLA with Us for the provision of the Services;

“Contract” – the SLA, these Terms of Service, any Quotation (if given) and Our complaints procedure;

“Terms of Service” – Our standard terms and conditions for the provision of Services as set out in this document, together with any special terms and conditions agreed in Writing as set out in the SLA, and “Terms of Service” or “Term” shall be construed accordingly;

“CQC” – Care Quality Commission, which is Our regulatory body;

“Data Protection Legislation” – any data protection legislation from time to time in force in the UK, including DPA 2018, EU Regulation 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”), or any successor legislation, or elsewhere;

“DPA 2018” – the Data Protection Act 2018

“Event Outside Our Control” – means any act or event beyond Our reasonable control;

“Hourly Rate/Rate” – the rate for the provision of Services, as set out in Our Quotation;

“Month” – a calendar month;

“Person” – an individual, body corporate, limited liability partnership, governmental body, local authority or any entity having a separate legal personality;

“Quotation” – Our Written quotation for the provision of the Services;
“Services” – the care services that We are providing to Your Client as set out in the SLA;

“SLA” – the service level agreement signed by You and Us for the provision of the Services;

“Week” – 12 midnight Sunday to 11.59pm on the following Sunday (the Week shall be construed accordingly);

“Weekly Rate” – the Weekly cost for the provision of Services, as set out in Our Quotation;

“We”, “Us” or “Our” – Routes Healthcare (North) Limited a company registered in England (CRN 6962382) and/or Routes Healthcare (North East) Limited (CRN 3985103) as applicable;

“Working Day” – 9am to 5pm Monday to Friday (inclusive) except on public holidays in England;

“Writing” or “Written”- – this will include e-mail unless We say otherwise.

1.2 the singular includes the plural and vice versa, and words importing one gender includes all genders;

1.3 headings are for ease of reference only.

2. Our Agreement with You

2.1 These are the Terms of Service on which We supply the Services to You, and to the Client on Your behalf. Please ensure that You read these Terms of Service carefully, and check that the details in the SLA are complete and accurate, before You sign the SLA.

2.2 The Contract will come into existence, when services are provided or You sign the SLA, whichever is the earlier.

2.3 The Contract constitutes the entire agreement between You and Us. Only these Terms of Service apply to the Contract, which shall override any other terms, Terms of Service or warranties which You may seek to impose or rely on. Acceptance of the provision of the Services by Us to Your Client shall be conclusive evidence that You accept these Terms of Service and that they govern the Contract. You acknowledge that You have not relied on any statement, promise, representation, assurance or warranty made or given by or on Our behalf of which is not set out in the SLA.

2.4 Any descriptive matter or advertising contained in Our catalogues or brochures or on Our website are produced for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5 If there is any conflict or inconsistency between these Terms of Service and any special Terms of Service set out in the SLA, the special Terms of Service in the SLA shall prevail.

3. Changes to Terms of Service

3.1 We may revise these Terms of Service from time to time.

3.2 If We revise these Terms of Service under Term 3.1, We will give You at least one Month’s written notice of any changes to these Terms of Service before they take effect.

3.3 If Your requirements for the Services change, We will use reasonable endeavours to agree with You any changes to the Contract (such as the nature and the price of the Services), and those changes will come into effect from the date of agreement in Writing. In the event of Us being unable to agree any proposed changes, the Contract may be cancelled pursuant to Term 10.

3.4 No variation of the Contract shall apply unless agreed to in Writing by one of Our duly authorised representatives.

4. Providing the Services

4.1 We will supply the Services to the Client, from the commencement date set out in the SLA until the end date set out in the SLA or, if no end date is set out, until the Contract is terminated in accordance with these Terms of Service. However, We will not be obliged to begin to carry out the Services until You have signed and returned the Contract.

4.2 We will need certain information from You that is necessary for Us to provide the Services, for example, information about the Client, their care needs, medical condition and interventions, usually in the form of a decision support tool. We will discuss this with You and record it in Writing. If You do not, after being asked by Us, provide Us with all relevant information to safely provide Services, or You provide Us with incomplete or incorrect information, We may suspend the Services by giving You Written notice. We will not be liable for any delay or non-performance where You have not provided this information or incorrect information to Us after We have asked. Suspension of the provision of Services does not affect Your obligation to pay for Services already carried out. You agree to notify Us of any relevant change to the Client’s condition, interventions, requirements or circumstances that are relevant to the provision of Services which come to Your attention immediately.

4.3 We accept no liability whatsoever for any Services which have not been provided correctly, or where the treatment for the Client is incorrect or inappropriate, nor shall We have any liability for the consequences of such incorrect provision or treatment, in circumstances where You have provided Us with inaccurate or incomplete information concerning the Client and We have acted on that information in good faith. You agree to fully and effectively indemnify Us and hold Us harmless against any and all costs, claims, losses, demands, expenses, fines, penalties, awards, damages or other monetary payments We may suffer or incur as a result of the provision of incorrect, inadequate or inappropriate Services by Us based on information supplied by You.

4.4 Due to the nature of the Services, Your Client will need to provide Us with access to their home in order to provide the Services. If they do not allow Us access to their home or other property to perform the Services as arranged (and they do not have a good reason for this) We may charge You additional costs incurred by Us as a result. If, despite Our reasonable efforts, We are unable to contact Your Client or re-arrange access to their home We will notify the appropriate Commissioner and may end the Contract with the appropriate notice.

4.5 If You do not pay Us for the Services when You are supposed to as set out in Term 7.1, then (without prejudice to Our other rights or remedies), We may suspend the Services with immediate effect until You have paid Us the outstanding amounts, or cancel the Contract immediately, ensuring the safety of the Client at all times. We will contact you to tell You if We intend suspending the Services, or cancelling the Contract. We may also charge You interest under Term 7.2, as well as recover from You all costs and expenses We may incur (including reasonable costs in respect of management time expended, and legal costs on a full indemnity basis) in the collection of any overdue account.

4.6 Should You dispute an invoice in good faith, You must notify Us promptly (and in any event no later than 3 Working Days after receipt of the invoice) of the reason for the dispute. We will then use reasonable endeavours to resolve the dispute as soon as reasonably practicable. You will pay the undisputed element of any invoice within the time stated in Term 7.1.

5. If there is a problem with the Services

5.1 In the unlikely event that there is any problem with the Services please contact Us and tell Us as soon as reasonably possible, giving Us as much detail as possible as to the issue. We will then have a reasonable opportunity to remedy any problem.

5.2 If the problem is around Our Healthcare Workers, We will replace the Healthcare Worker as soon as reasonably possible. However, You will remain responsible for payment for the Services provided by that Healthcare Worker before they are replaced, and the Services provided by the replacement Healthcare Worker.

5.3 If You are not satisfied with Our remedy to Your problem with the Services You can make a complaint through Our complaints procedure. We will give You a copy of Our complaint’s procedure on request.

5.4 As a consumer, You have legal rights if the Services are not carried out with reasonable skill and care. Nothing in these Terms of Service will affect these legal rights.

6. Price and payment

6.1 The price for the Services is set out in either Our individual care package Quotation or by prior other written agreed arrangements. The price is relevant at any point in time, and as notified to You prior to the start of Services commencing or through any subsequent increase being notified to You, with due notice.

6.2 We reserve the right, from time to time, to increase the Rate. We will give You Written notice of any increase of at least one Month before the proposed date of the increase. If the increase is not acceptable to You, You must notify Us in Writing within 30 Working Days from the date of Our notice and in accordance of our notice period. After We receive Your notice, We will have the right to terminate the Contract by giving You 30 Working Days Written notice. If We do not terminate the Contract under this Term, the previous prices will continue to apply, and the proposed increase will not take effect.

6.3 Our charges for the Services do not include costs that We agree with You for items that We supply to You and Your Client. Additionally, You will have to pay the costs of the Healthcare Worker accompanying Your Client on public transport to attend appointments, taxis to collect prescriptions etc in addition to the Rate. We will itemise and invoice these agreed costs to you in accordance with Term 7.

6.4 In the event of Your Client’s unforeseen hospital admission, We will charge You for the Services for the period of hospitalisation.

6.5 In the event that Your Client has a planned hospital admission, We may agree with You a retainer payment for the duration of their admission. If there is a change in Your Clients care needs, We will require all relevant information and the ability to complete an assessment of care needs. We may require the Healthcare Workers to shadow in the hospital prior to discharge which will form part of the Services and incur the appropriate charge.
Should the Client require additional, or new, Services, or variations to the Services provided prior to hospitalisation, such variations may incur additional charges. All variations will be agreed as part of the reassessment of the Services provided.

6.5 We reserve the right to make a charge equivalent to up to 24 hours provision of Services, or unless specified within our SLA, at Our prevailing Rate following termination of the Contract by reason of death.

6.6 No VAT is payable, under current legislation, for the provision of care under the Contract. However, if VAT legislation changes We reserve the right to apply VAT to the rates with effect from the date on which VAT applies.

7. Invoices and payment

7.1 We will invoice You for the Services Weekly in arrears. You must pay each invoice, in cleared monies, without deduction or set off within 30 days of the date of the invoice.

7.2 If You do not make any payment due to Us by the due date for payment, We may charge interest to You on the overdue amount at the rate of 5% above the Bank of England’s base rate from time to time, but at 5% for any period when that base rate is below 0%. This interest will accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.

7.3 No right of set off shall exist in respect of any claims by You against Us unless and until such claims have been accepted by Us in Writing. You may only withhold all or any part of an invoice which has become due for payment if You have a bona fide query pursuant to Term 4.6.

8. The Healthcare Worker

8.1 We are required, under Our CQC registration and guidelines, to supervise Our Healthcare Worker during the provision of the Services. So that We can do so, You agree that Our staff may visit Your Clients home to supervise Our Healthcare Worker, provided that We give reasonable notice and that Our staff will only visit their home at a reasonable time. You will use all reasonable endeavours to ensure that Your Client gives the relevant permission to Our staff to enter their property and conduct such activities. We may suspend the provision of Services to that Client in the event that permission has not been granted, whilst ensuring the safety of the Client at all times.

8.2 We will carry out a Disclosure and Barring Service enhanced check on the Healthcare Worker/s before provision of the Services begins.

8.3 Our Healthcare Worker is not permitted to use Your Clients telephone or internet connection, except after permission, or in the event of an emergency. If Your Client asks Our Healthcare Worker to use their telephone or internet connection, or the Healthcare Worker does so in an emergency, all costs so incurred shall be the responsibility of Your Client.

8.4 Our Healthcare Worker is not permitted to smoke, take prohibited drugs or drink alcohol whilst in Your Client’s home. Our Healthcare Worker is not permitted to accept any gift with a value greater than £20. Our Healthcare Worker is not permitted to lend money to Your Client, or to borrow money from Your Client. Our Healthcare Worker may be given keys or the key codes to the Client’s premises, to enable Our Healthcare Worker to perform the Services. Any such keys will be returned to the Client upon termination of the Services.

8.5 We expect Our Healthcare Worker to be treated with respect and dignity. Any difficulties experienced within the Services should be approached with all professionals involved within the care provision to find a resolution for the best interest of the Client and all concerned. Joint working is critical to the ongoing success of the Services. Any failure to do so may be a breach of the Contract and entitle Us to terminate it with immediate effect by Written notice.

8.6 If, during the provision of the Services or for up to 12 weeks after the either the Contract was terminated, or the Healthcare Worker who has provided the Services has ceased to work for Us, You employ or engage the Healthcare Worker, directly or indirectly, (or refer the Healthcare Worker to another Person which then employs or engages the Healthcare Worker), You will pay Us an amount equal to 17% of the annual salary or retainer that We paid the Healthcare Worker, as reasonably calculated by Us, as a reasonable reflection and genuine pre-estimate of the loss to Us of Your engagement or employment of the Healthcare Worker rather than through Us. We will invoice You for that amount and set out how We calculate the amount. This sum is not intended to act as a penalty.

8.7 Any allegation of theft or other criminal activity on the part of a Healthcare Worker must be reported to Us, and the relevant authorities, as soon as possible, giving as much details as is available concerning the alleged incident. We will investigate the allegation in good faith, as We treat all such matter with the utmost seriousness. Should We decide that the allegation is substantiated, or it is proven to be the case by Police investigation, then We shall take disciplinary action against the Healthcare Worker. The Company may make a goodwill gesture to the Client for the incident depending on the circumstances, however, We would expect the Client to claim the value of any loss suffered on their home insurance policy, unless the item in question is not covered by such policy.

9. Our liability to you

9.1 You agree with Us that if You suffer loss or damage as a result of any breach of any of the Terms of Service or as a result of Our negligence (including the negligence of any Healthcare Worker), then Our liability in respect of such loss or damage shall be limited to the smallest of the following:-

9.1.1 the actual amount of any loss or damage suffered by You; or

9.1.2 a sum equal to the fees/charges received pursuant to the Contract; or

9.1.3 the sum of £10,000,000.

This limitation shall continue to subsist including notwithstanding termination of the Contract.

9.2 We promise to exercise reasonable skill and care in the performance of the Services, but if any breach of this promise by Us causes death or permanent injury, We shall accept liability.

9.3 Our liability under Term 9.1 shall be to the exclusion of all other liability to You, whether contractual, tortious, or otherwise, and all conditions or warranties whatsoever concerning the Services (whether express or implied) are excluded to the fullest extent permitted by law. Without prejudice to the generality of the foregoing, in no circumstances shall We be liable for any loss of profit, or business, contracts or revenues, or anticipated savings, or for any direct, indirect or consequential loss or damage of any nature whatsoever.

9.4 You agree and accept with regards to the limitations of liability set out in Terms of Service 9.1 to 9.3 (inclusive), that such limitations are perfectly fair and reasonable having regard (amongst other things) to the following circumstances:-

9.4.1 that the potential losses which might be caused as a result of the breach or negligence referred to in Terms of Service 9.1 to 9.3 (inclusive) are greatly in excess and wholly disproportionate to the amount We are charging in respect of the Services;

9.4.2 that We are anxious to keep to as low a level as reasonably possible for Your benefit, and the benefit of Our other customers, Our charges in respect of the Services We provide.

9.5 You confirm and agree that You have read and fully understood the terms of Terms of Service 9.1 to 9.4 (inclusive) and accept the limitation of liability in this Term 9.

9.6 We will not be liable for any breakages or damage caused by the Healthcare Worker in Your Clients home unless this loss, clearly caused by Our Healthcare Worker, is not recoverable under their household insurance contents policy. It is Your Client’s responsibility to ensure that their household insurance policy will provide them with the cover You expect while the Healthcare Worker is in their home providing the Services. Your Client will also be responsible for giving clear and adequate instructions for the use of items of electrical equipment in their home.

10. Your rights to cancel the Contract and applicable refund

10.1 You have the right to cancel the Contract within 14 days after the Acceptance Date without giving any reason. The cancellation period ends at the end of 14 days after the Acceptance Date.

10.2 To exercise that right to cancel, You must inform Us of Your decision to cancel the Contract by a clear statement in Writing. Any email notice must be followed by a letter confirming the contents of that email.

10.3 If you cancel the Contract under Term 10.1 and We have already begun carrying out the Services at Your request, You will pay Us any costs We have reasonably incurred (including any set-up fees and the cost of the Services already provided), and these costs will be deducted from any refund that is due to You or, if no refund is due to You, the costs will be invoiced to You. We will notify You of these costs within 10 Working Days of receipt of Your cancellation notice. You must pay any monies due to Us within 30 days of Our invoice to You in respect thereof.

10.4 If We begin to provide the Services during the cancellation period at Your request and complete the Services before the end of the expiry period, Your right to cancel set out in Term 10.1 will be lost.

10.5 After the cancellation period in Term 10.1 has expired, You may cancel the Contract at any time by providing Us with at least 28 Working Days’ notice in Writing, unless expressly varied, either greater or shorter, within the SLA. Any advance payment You have made for Services that have not been provided will be refunded to You within five Working Days after the expiry of such notice period (subject to Term 10.3). We will invoice You for any Services that We have carried out, but You have not paid for (including during the 28 Working Day notice period) and You must pay that invoice within 30 days of receipt.

10.6 You may cancel the Contract with immediate effect by giving us Written notice if:-

10.6.1 we breach the Contract in any material way and We do not correct the situation within 14 Working Days of you asking Us so to do in Writing;

10.6.2 We go into liquidation or a receiver or an administrator is appointed over Our assets.

11. Our rights to cancel the Contract and applicable refund

11.1 We may cancel the Contract before the start date for the Services, at Our discretion. We will promptly contact You if this happens. If You have made any payment in advance for Services that have not been carried out, We will refund these amounts to You within five Working Days of the expiry of such notification.

11.2 Once We have begun to provide the Services to You, we may cancel the Contract at any time by providing You with at least 28 Working Days’ notice in Writing, unless expressly varied, either greater or shorter, within the SLA. If You have made any payment in advance for Services that have not been carried out, We will refund these amounts to You within five Working Days of the expiry of such notification.

11.3 We may cancel the Contract at any time with immediate effect by giving You Written notice if:-

11.3.1 We perceive a significant risk of harm to any individual; or

11.3.2 You breach the Contract in any other material way and, if the breach can be corrected, You do not correct it within 14 Working Days of Us asking You in Writing to do so.

12. Events Outside Our Control

12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under the Contract that is caused by an Event Outside Our Control.

12.2 If an Event Outside Our Control takes place that affects the performance of Our obligations under the Contract:-

12.2.1 We will contact You as soon as reasonably possible to notify You; and

12.2.2 Our obligations under the Contract will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our performance of the Services, We will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.

12.3 Either You or We may cancel the Contract if an Event Outside Our Control takes place by giving notice in Writing if the Event Outside Our Control continues for longer than 10 Working Days.

13. Information about us and how to contact us

13.1 We are a company registered in England and Wales. Our company registration number is 6962382 and Our registered office Fernbank House, Tytherington Business Park, Macclesfield SK10 2XA.

13.2 We are registered with the Care Quality Commission. Our CQC registration number is CRT12639215289.

13.3 If You wish to contact Us in Writing, or if any Terms of Service requires You to give Us notice in Writing, You can send this to Us by e-mail, by pre-paid post or by hand. Please note that We will require written notification from You, in the following circumstances:-

13.3.1 to terminate the Contract;

13.3.2 any change in the Client’s requirements;

13.3.3 any alleged breach of the Contract by Us or the Healthcare Worker;

13.3.4 any alleged incident or harm to a Client caused by or involving a Healthcare Worker;

13.3.5 any dispute over an invoice;

13.3.6 any notices given pursuant to Terms of Service 6.2 or 6.5.

13.4 If We contact You We will do so by e-mail, by hand, or by pre-paid post to the address You provide to us in the SLA.

13.5 Communications shall be deemed to have been received:-

13.5.1 if sent by pre-paid post, two Working Days after posting (exclusive of the day of posting); or

13.5.2 if delivered by hand, on the day of delivery.

13.6 Email correspondence must be to the correct address supplied by one party to the other.

14. Confidentiality and how we use your personal information

14.1 Information that We may hold about your Clients health and physical or mental wellbeing constitute “special categories of personal data” for the purposes of the DPA 2018 and the UK GDPR. By agreeing to the Terms of Service and/or signing the SLA, You explicitly consent to Us processing that sensitive personal data.

14.2 We will use the personal information You provide to Us only:-

14.2.1 to provide the Services;

14.2.2 to process Your payment for such Services; and

14.2.3 as required under any legislation or code of practice that We are bound by in relation to the provision of the Services.

14.3 We will not give Your Clients personal data to any third party without their prior consent. However, in the event that they are not able to give consent, You agree that We are permitted to disclose their personal data to any medical professional who needs to know it for the purposes of providing them with medical care.

14.4 We are under a duty of confidentiality to Healthcare Workers, and We can only disclose to You information about a Healthcare Worker (such as their professional references) with the Healthcare Worker’s consent. Any information about a Healthcare Worker that We disclose to You is confidential and You must not disclose it to anyone else.

14.5 In performing the Services We will comply with all applicable requirements of the Data Protection Legislation.

14.6 Your Client has the following rights under and in respect of their personal data held by Us:-

14.6.1 to access their personal data;

14.6.2 to be provided with information about how their personal data is processed;

14.6.3 to have their personal data corrected where necessary (please contact Us promptly should You become aware of any incorrect or out-of-date information);

14.6.4 to have their personal data erased in certain circumstances (please refer to the appropriate data protection legislation or consult the ICO for details);

14.6.5 to object to or restrict how their personal data is processed;

14.6.6 to have their personal data transferred to You or to another business.

14.7 You have the right to take any complaints about how We process Your Clients personal data to the Information Commissioner: Information Commissioner’s Office Wycliffe House Water Lane Wilmslow Cheshire SK9 5AF
https://ico.org.uk/concerns/
Tel: 0303 123 1113.

14.8 We will hold Clients’ personal data on Our systems for as long as:-

14.8.1 any contracts you make with Us are live;

14.8.2 is necessary to comply with Our legitimate business interests; or

14.8.3 is necessary to comply with Our legal obligations.

14.9 We will only collect personal data to the extent that it is required for the specific purpose made clear to You at the time. We will only process personal data in accordance with relevant Data Protection Legislation.

14.10 If You contact Us, We will keep a record of that contact including Your contact details and any relevant account information.

14.11 Subject to Term 15.1 We will never sell Your Clients’ personal data or make it available to any third parties without Your prior consent (which You are free to withhold) except where required to do so by law or in the event that We sell any part of Our business or assets (in which case We may disclose Your personal data confidentially to the prospective buyer as appropriate in accordance with Our legitimate interests).

14.12 We have implemented generally accepted standards of technology and operational security in order to protect personal data from loss, misuse, or unauthorised alteration or destruction. We will notify You promptly in the event of any breach of Your personal data which might expose You to serious risk.

15. Other important terms

15.1 We may transfer Our rights and obligations under the Contract to another Person, and We will always notify You in Writing if this happens, but this will not affect Your rights or Our obligations under the Contract.

15.2 You may only transfer Your rights or Your obligations under the Contract to another Person if We agree in Writing.

15.3 The Contract is between You and Us. No other Person shall have any rights to enforce any of its terms.

15.4 Each of the Terms of Service operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining Terms of Service will remain in full force and effect.

15.5 If We fail to insist that You perform any of Your obligations under the Contract, or if We do not enforce Our rights against You, or if We delay in doing so, that will not mean that We have waived Our rights against You and will not mean that You do not have to comply with those obligations. If We do waive a default by You, We will only do so in Writing, and that will not mean that We will automatically waive any later default by You.

15.6 The Contract is governed by English law. You and We both agree to submit to the exclusive jurisdiction of the English courts in the interpretation of the Contract or the resolution of any dispute arising under it.