THIS AGREEMENT is dated the day of the corresponding proposal document.
BETWEEN
(1) THE HLTH GROUP LIMITED incorporated and registered in England and Wales with company number 14302122 whose registered office is at 5 Duke Street, Southport, England, PR8 1S8 (“HLTH GROUP”)
(2) “The Client” as outlined in the corresponding proposal document
BACKGROUND
(A) HLTH Group is in the business of providing compliance related services.
(B) The Client agrees to obtain and HLTH Group agrees to provide the Services on the terms set out in this Agreement.
AGREED TERMS
- Interpretation
1.1 The following definitions and rules of interpretation apply in this Agreement.
Applicable Laws all applicable laws, statutes, regulations and guidance in force as at the date of this Agreement.
Applicant means the person Introduced by HLTH Group to the Client for an Engagement including any members of HLTH Group’ own staff;
Business Day a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges the sums payable for the Services, as set out in the corresponding proposal.
Client Materials all documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to HLTH GROUP in connection with the Services, including the items provided pursuant to clause 4.1.3.
Deliverables any written documents or reports prepared by HLTH GROUP and provided to the Client as part of the Services.
Engagement means the engagement, employment or use of the Applicant by the Client on a permanent or temporary basis under the Client’s contract of employment;
Intellectual Property Rights
patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world
Services the services as set out in the corresponding proposal.
Term the duration of the Agreement being the Initial Term and any and all Extended Terms as further described in clause 2
VAT value added tax or any equivalent tax chargeable in the UK.
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
1.4 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement and shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
1.5 A reference to writing or written includes email.
1.6 Any words following the terms including, include, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
If there is an inconsistency between any of the provisions of this Agreement and the provisions of the the corresponding proposal, the provisions of this Agreement shall prevail.
- Commencement and Duration
2.1 This Agreement shall commence on the date on which the corresponding proposal document was signed.
2.2 In the case of Interim Support, this agreement shall continue for a minimum of 12 weeks. Notice to terminate this agreement should be given, in writing, no later than at the end of week 8, unless terminated earlier in accordance with clause 11 or otherwise by operation of law.
2.3 Following the initial 12 weeks of Interim Support, this Agreement may be extended for up any length of time but will be subject to a minimum extension period of 4 weeks. Any extension to this Agreement must be made in writing no later than at the end of the initial 12-week period.
2.4 In the case of Permanent Recruitment, this agreement shall continue until the services set out in the corresponding proposal. of this Agreement have been completed in full, and any replacements provided in accordance with clause 7.7 of this Agreement.
- HLTH GROUP Obligations
3.1 HLTH GROUP shall use reasonable endeavours to supply the Services in accordance with this Agreement in all material respects.
3.2 HLTH GROUP shall use reasonable endeavours to meet any performance dates specified in the corresponding proposal but any such dates shall be estimates only and time for performance by HLTH GROUP shall not be of the essence of this Agreement.
3.3 HLTH GROUP shall use reasonable endeavours to observe all health and safety and security requirements that apply at the Client’s premises and that have been communicated to it under clause 4.1.5, provided that it shall not be liable under this Agreement if, as a result of such observation, it is in breach of any of its obligations under this Agreement.
3.4 HLTH GROUP shall comply with all Applicable Laws and regulatory requirements relevant to the Services including the Equality Act 2010.
3.5 When putting applicants forward to the Client in performance of the Services, the Client endeavours to ensure the suitability of any Applicant introduced to the Client by obtaining confirmation of the Applicant’s identity; that the Applicant has the experience, training, qualifications and any authorisation which the Client considers necessary or which may be required by law or by any professional body; and that the Applicant is willing to work in the position which the Client seeks to fill. Confirmation of experience shall mean confirmation by way of an interview with a Consultant or receipt of a reference (either written or verbal) that the Applicant has the number of years’ experience stated in their curriculum vitae.
- Client’s Obligations
4.1 The Client shall:
4.1.1 co-operate with HLTH GROUP in all matters relating to the Services;
4.1.2 appoint a manager for the Services who shall have the authority to contractually bind the Client on matters relating to the Services;
4.1.3 provide to HLTH GROUP in a timely manner all documents, information, items and materials in any form (whether owned by the Client or a third party) required under the corresponding proposal or otherwise reasonably required by HLTH GROUP in connection with the Services and ensure that they are accurate and complete.
4.2 If HLTH GROUP’ performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, HLTH GROUP shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.
- Review and Management
5.1 The parties will each formally review this Agreement annually, or where applicable at the end of the Initial Term to ensure that the Services are being delivered and monitored appropriately. Reviews will normally take place on or around the anniversary of the Commencement Date.
5.2 HLTH GROUP shall identify a named Senior Manager (Director or equivalent) who is accountable for the performance and delivery of the Service and an appointed consultant who will represent HLTH GROUP on a day-to-day basis.
- Non-solicitation
6.1 The Client shall not, without the prior written consent of HLTH GROUP, at any time from the date of this Agreement to the expiry of 12 months after the termination of this Agreement, solicit or entice away from HLTH GROUP or employ or attempt to employ any person who is, or has been, engaged as an employee of HLTH GROUP in the provision of the Services.
6.2 Any consent given by HLTH GROUP in accordance with clause 6.1 shall be subject to the Client paying to HLTH GROUP a sum equivalent to 20% of the annual remuneration to be paid by the Client to that employee.
6.3 The Client may not hire any Candidate introduced by HLTH GROUP but rejected by the Client for a period of 6 months following their introduction by HLTH GROUP, either directly or through a third-party Recruitment Agency. This includes where HLTH GROUP has forwarded a Candidate’s CV to the Client or put a Candidate forward for an interview by The Client.
6.4 Any consent given by HLTH GROUP in accordance with clause 6.3 shall be subject to the Client paying to HLTH GROUP the full price agreed for the recruitment of that Candidate.
- Charges and Payment
7.1 The Client agrees to pay to HLTH GROUP the Charges set out in the corresponding proposal document in accordance with the terms of this clause 7 and in the corresponding proposal document provided the Services are delivered.
7.2 The Client shall pay the invoice submitted to it by HLTH GROUP promptly and in any event within 15 days of receipt to a bank account nominated in writing by HLTH GROUP from time to time.
7.3 Without prejudice to any other right or remedy that it may have, if the Client fails to pay HLTH GROUP any sum due under this Agreement on the due date, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. HLTH GROUP may suspend all or part of the Services until payment has been made in full.
7.4 All sums payable to HLTH GROUP shall be paid in full without any set-off, counterclaim, deduction or withholding other than any deduction or withholding of tax as required by law.
7.5 Any deposit paid by the Client to HLTH GROUP covers the upfront costs for advertising fees and candidate searches and checks, and as such is non-refundable.
7.6 Any charges to the Client for the recruitment of permanent part-time, freelance, or any other prorated roles will be calculated based on the full time equivalent annual salary for the role as set out in the corresponding proposal document of this Agreement.
7.7 Following the successful placement of an Interim Candidate, the Client shall agree to give one months’ notice should they wish to terminate their contract.
7.8 Following the successful engagement of a Permanent Candidate, if notice is served to terminate the employment (for any reason whatsoever) the following will apply:
- Within 3 calendar months of appointment, no refund will be made to the Client. However, HLTH GROUP will provide the Client with one replacement candidate free of charge.
7.9 In the event that an offer is withdrawn for any reason by the Client following their acceptance of a Candidate, and the acceptance of the Client’s offer by a Candidate, the full recruitment fee remains payable to HLTH GROUP.
7.10 Following the initial term, if an Interim Candidate introduced to the Client by HLTH GROUP is offered a permanent position, a charge equal to 12% of the agreed annual salary will be payable to HLTH GROUP.
7.11 If the client has requested that no deposit be charged, HLTH GROUP shall charge a fee equal to the percent of the candidates final accepted salary, as outlined in the corresponding proposal. The client also agrees to allow HLTH GROUP to act as the exclusive recruiter for a period of 8 weeks. If, during this period, the client fills the position themselves or through any other agencies, then the full fee will be due and payable immediately by the client.
- Intellectual Property Rights
8.1 HLTH GROUP shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Client Materials and shall in consideration of the Charges, grant to the Client, a worldwide, non-exclusive, royalty-free license to use and copy the Deliverables (excluding the Client Materials) for the purpose of receiving and using the Services and the Deliverables in its business.
8.2 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 8.1 to any third party.
8.3 The Client shall retain ownership of all Intellectual Property Rights in the Client Materials and grants to HLTH GROUP a fully paid-up, non-exclusive, royalty-free, non-transferable license to copy and modify the Client Materials for the Term of this Agreement for the purpose of providing the Services to the Client.
8.4 HLTH GROUP shall not be liable to the Client or to any third party for use of the Deliverables for any purpose other than that for which they are prepared and/or provided.
8.5 HLTH GROUP warrants that the receipt and use of the Deliverables (excluding any Client Materials) by the Client in accordance with the terms of this Agreement shall not infringe the Intellectual Property Rights of any third party.
- Confidentiality
9.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party (“Confidential Information”) except as permitted by clause 9.2.
9.2 Each party may disclose the other party’s Confidential Information:
9.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 9; and/or
9.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 Neither party shall use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
- Limitation of Liability
10.1 Nothing in this Agreement shall limit the liability of either party for death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be limited by law.
10.2 Furthermore, HLTH GROUP shall not be liable for any act or omission or delay by the Client to undertake actions or recommendations identified by HLTH GROUP or where the Client fails to make known to HLTH GROUP any relevant matters, concerns or issues it is aware of, or the Client has failed to comply with its obligations under this Agreement.
10.3 The Company shall not be liable to the Client for any loss of profits, loss of revenue, loss of goodwill, loss of anticipated savings, loss or corruption of data or software or for any indirect, special or consequential losses or .
10.4 Subject to clause 10.1, the entire liability of the Company to the Client arising out of or in
connection with this Agreement shall be limited to [75%] of the Charges paid by the Client in
the 12 months prior to the claim.
- Termination
11.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
11.1.1 the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
11.1.2 the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
11.1.3 the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation or has a receiver, administrative receiver or administrator appointed or otherwise suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
11.2 Without affecting any other right or remedy available to it, HLTH GROUP may terminate this Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default for not less than 14 days after being notified in writing to make such payment.
- Obligations on Termination
12.1 On termination or expiry of this Agreement, subject to the provisions of this Agreement, the Client shall immediately pay to HLTH GROUP all of HLTH GROUP’ outstanding unpaid invoices together with any accrued interest and, in respect of the Services supplied but for which no invoice has been submitted, HLTH GROUP may submit an invoice, which shall be payable by the Client immediately on receipt.
12.2 If the Client terminates this Agreement other than in accordance with its rights under clause 2, clause 11, clause 13, it shall be liable for the full Charges due for the remainder of the Term and in respect of Charges which are due under this clause but for which no invoice has been submitted, HLTH GROUP may submit an invoice, which shall be payable by the Client immediately on receipt.
12.3 Termination of this Agreement shall not prejudice or affect any rights, remedies or liabilities of the parties that have accrued up to the date of termination including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination and such termination shall not affect the coming into or continuance in force of any provisions of this Agreement which are expressly or by reasonable interpretation intended to come into or continue in force on or after termination.
- Force Majeure
13.1 In this clause, “Force Majeure Event” means any circumstance not within a party’s reasonable control including acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil commotion or riots, war, any law or any action taken by a government or public authority, and any industrial action.
13.2 If a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations.
13.3 The Affected Party shall as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement.
13.4 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 3 months, either party may terminate this Agreement by giving written notice to the Affected Party.
- Assignment
14.1 The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of HLTH GROUP.
14.2 HLTH GROUP may assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement, provided that HLTH GROUP gives prior written notice of such dealing to the Client.
15. Variation
No variation of this Agreement shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives).
- Waiver
16.1 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
16.2 A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- Severance
- If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
- Entire Agreement
19.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.2 Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
- No Partnership or Agency
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
- Third Party Rights
This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
- Notices
22.1 Any notice given to a party under or in connection with this Agreement shall be in writing.
22.2 Any notice sent by post shall be deemed to have been received if delivered by hand or recorded delivery at the time the notice is left at the proper address, or if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
22.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
- Counterparts
23.1 This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
23.2 Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as the valid execution of this Agreement.
23.3 No counterpart shall be effective until each party has executed and delivered at least one counterpart.
- Dispute Resolution Procedure
24.1 Where a disagreement occurs which relates to this Agreement, the parties will attempt to resolve the issues promptly in good faith through discussion by the signatories to this Agreement or by their authorised representatives.
24.2 Where the individuals from each party have not been able to resolve the disagreement then the matter will be escalated to a more senior manager within each organisation who will attempt to resolve the issues without any undue delay.
24.3 If the senior managers are for any reason unable to resolve the disagreement within [30] days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the disagreement, requesting a mediation. A copy of the ADR notice should be sent to CEDR.
24.4 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the disagreement under clause 25.2.
- Governing Law and Jurisdiction
25.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
25.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
This Agreement has been entered into on the date the corresponding proposal document was signed.