1. Definitions and interpretation
In these Conditions: “Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business; “Commencement Date” has the meaning given in clause 2.2; “Complex Care Staff” means the provision of specialist mental health Staff to the Customer by Prometheus Complex Care Ltd; “Conditions” means these terms and conditions as amended from time to time; “Confidential Information” means any information of a confidential nature concerning the business, assets, affairs, technology, patients, customers, clients or suppliers of each party or any member of its group; “Contract” means the contract between Prometheus and the Customer for the supply of Services, made up of the Confirmation and the Conditions; “Customer” means the person who purchases the Services from Prometheus; “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK; “Fees” means the fees payable by the Customer for the supply of the Services in accordance with clause 6; “Location” means the location(s) where the Services are to be provided, as specified in the Confirmation; “Order” means the Customer’s request for Services by email or using Prometheus’ booking line or portal; “Patient” means the individual in respect of whom the Customer requires Services to be provided; “Prometheus” means the Prometheus entity specified in the Confirmation; “Secure Transport Services” means the 24-hour rapid response transport service provided by Prometheus Safe & Secure Ltd; “Services” means the Complex Care Staff and/or the Secure Transport Services supplied by Prometheus to the Customer as set out in the Confirmation; “Staff” means any employee, agent, consultant or subcontractor engaged by Prometheus for the provision of Services.
A reference to legislation is a reference to it as amended, extended or re-enacted from time to time. Words following the terms “including”, “include”, “in particular” or “for example” are illustrative and do not limit the preceding words. A reference to writing includes email but not fax. If there is any conflict between the Confirmation and the Conditions, the Conditions shall prevail.
2. Basis of contract
An Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions. Each Order shall only be deemed accepted when Prometheus issues a written confirmation email accepting the Order (“Confirmation”), at which point the Contract comes into existence (the “Commencement Date”). Any descriptive matter or advertising issued by Prometheus is published for the sole purpose of giving an approximate idea of the Services and shall not form part of the Contract. These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate.
3. Order for services
The Customer shall place an Order for Services by email or using Prometheus’ booking line or portal. As part of each Order, the Customer shall provide all information about the Patient that Prometheus requires to undertake a thorough risk assessment of the Patient’s needs and any potential risks. The Customer warrants that all information provided is true, accurate and complete.
4. Supply of services
Prometheus shall provide the Services in accordance with these Conditions in all material respects, and warrants that the Services will be provided using reasonable care and skill. Prometheus reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement. Prometheus shall assign suitably qualified staff to perform the Services, ensure all Staff have been vetted in accordance with its vetting processes, and observe all reasonable health and safety requirements at the Location of which it has been given prior written notice. The Customer acknowledges that time shall not be of the essence for performance of the Services.
5. Customer obligations
The Customer shall co-operate with Prometheus and its Staff in all matters relating to the Services; ensure its representatives are available to liaise with Prometheus; provide access to the Location and any other premises reasonably required; provide complete and accurate information and documentation; notify Prometheus of all known risks in respect of the Patient and at the Location (a continuing obligation); inform Prometheus of all health, safety and security measures that apply at each Location; obtain and maintain all necessary licences, permissions and consents; and inform Prometheus of any concerns in relation to a Patient, Staff or the Services as soon as reasonably practicable.
The Customer warrants that it holds all necessary licences and consents for its business, is duly registered with all applicable authorities including the Care Quality Commission, and operates in full compliance with its regulatory obligations. The Customer acknowledges that it is at all times responsible for the physical health needs of the Patient and for complying with its own legal and regulatory obligations.
6. Fees and payment
The Fees for the Services shall be set out in the Confirmation. Prometheus shall submit invoices weekly in arrears, and the Customer shall pay each invoice within thirty (30) days of the date of the invoice, in full and in cleared funds; time for payment is of the essence. All amounts exclude VAT, which the Customer shall additionally pay where applicable. Overdue sums accrue interest each day at 8% a year above the Bank of England’s base rate. All amounts due shall be paid without set-off, counterclaim, deduction or withholding (other than as required by law).
Cancellation charges: no charge applies if a job is cancelled more than 1 hour before the agreed start time. A charge of £100 applies if cancellation is requested less than 1 hour before the start time. Full charges apply if the job is cancelled after the start time or once the team has left its base location.
7. Confidentiality
Each party undertakes not to disclose the other party’s Confidential Information, to take all necessary measures to ensure its confidentiality, and to use it exclusively for the purpose of performing its obligations under the Contract. Each party may disclose Confidential Information to its employees, officers, representatives, contractors or advisers who need to know it for the purposes of the Contract, or as required by law, a court of competent jurisdiction or any governmental or regulatory authority.
8. Data protection
The parties shall comply with their applicable data protection obligations under the Data Protection Legislation.
9. Limitation of liability
Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982. Subject to that, Prometheus’ total aggregate liability to the Customer under the Contract shall not exceed an amount equal to the total Fees paid to Prometheus during the 12 months immediately preceding the date on which the claim arose. This clause survives termination of the Contract.
10. Termination
Without affecting any other right or remedy available to it, Prometheus may suspend or terminate the Contract with immediate effect by giving written notice to the Customer.
11. Consequences of termination
Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination. Any provision of the Contract that expressly or by implication is intended to continue in force after termination shall remain in full force and effect.
12. General
Force majeure: neither party shall be in breach of the Contract nor liable for delay or failure to perform its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. Third party rights: unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999. Governing law and jurisdiction: the Contract is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with it.