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Terms of Engagement with a limited company contractor who has not opted out of the Conduct Regulations (within IR35 and uner SDC)

DEFINITIONS

 

Agreement” or the “Terms” means the terms and conditions between Bookamed and the Intermediary under this Agreement.

 

Bookamed” means Bookamed Limited (Company Number: 10152215), a company incorporated in United Kingdom and having its office at 160 Kemp House, City Road, London EC1V 2NX, United Kingdom.

 

Intermediary” means a Personal Services Company (PSC) or a Limited Liability Company

 

Agency Worker” means such of the Intermediary’s employees, workers, officers or representatives supplied to provide the Locum Services.

 

Locum” means agency worker of the Intermediary providing healthcare realted Locum services (including GP Locum services) to the Client for relevant Engagement.

 

Client” means an individual, partnership, LLP, firm, NHS body or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) as defined by the Companies Act 2006 requiring services of the Intermediary and to whom the Intermediary is supplied or introduced requiring the Intermediary’s Services

 

AWR” means the Agency Workers Regulations 2010

 

AWR Regulation 10 Contract of Employment” means a permanent contract of employment between the Locum and the Agency Worker that satisfies the requirements of Regulation 10 of the AWR

 

Calendar Week” means any period of seven days starting with the same day as the first day of the First Assignment

 

Companies Acts" means the Companies Acts 1985, 1989 and 2006

 

Conditions of Liability” means one of the conditions of liability set out in Sections 51 to 53 ITEPA

 

Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003

 

Confidential Information” shall mean any and all confidential commercial, financial, marketing, technical or other information or data of whatever nature relating to the Client or Employment Business or their business or affairs (including but not limited to this Agreement, data, records, reports, agreements, software, programs, specifications, know-how, trade secrets and other information concerning the Assignment) in any form or medium whether disclosed or granted access to, whether in writing, orally or by any other means, provided to the Intermediary or any third party in relation to the Assignment by the Client or Bookamed or by a third party on behalf of the Client whether before or after the date of this Agreement together with any reproductions of such information in any form or medium or any part(s) of such information

 

Control” means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly

 

Data Protection Laws” means the Data Protection Act 1998 or any applicable statutory or regulatory provisions in force from time to time relating to the protection and transfer of personal data

 

Engagement” means the engagement (including the Intermediary’s and/ or the Agency Worker’s acceptance of the Client’s offer), employment or use of the Intermediary and/or any Agency Worker by the Client or by any third party to whom the Intermediary and/or any Agency Worker have been introduced by the Client, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, an agency, license, franchise or partnership arrangement, or any other engagement, and “Engage”, “Engages” and “Engaged” shall be construed accordingly;

 

First Assignment” means:

a)the relevant Assignment; or

b)if, prior to the relevant Assignment:

i. the Agency Worker has worked in any assignment in the same role with the relevant Client as the role in which the Agency Worker works in the relevant Assignment; and

ii.the relevant Qualifying Period commenced in any such assignment, that assignment (an assignment being (for the purpose of this defined term) a period of time during which the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Client to work temporarily for and under the supervision and direction of the relevant Client);

 

Client’s Group” means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Client, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Client, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;

 

Intermediary Fees” means the fees payable to the Intermediary for the provision of the Intermediary Services, including the rate of pay which will be paid for each hour worked during an Assignment to be paid [weekly/monthly] in arrears as set out in the relevant Assignment Details Form

 

IR35 Legislation” means Chapter 8 of Part 2 of ITEPA;

 

ITEPA”means the Income Tax (Earnings and Pensions) Act 2003;

 

Losses” means all losses, liabilities, damages, costs, expenses, fines, penalties or interest whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands;

 

Minimum Rate” means £[x per hour/per day] being the minimum rate of pay that Bookamed reasonably expects to achieve, for all hours worked by the Intermediary;

 

MSC Legislation” means Chapter 9 of Part 2 of ITEPA;

 

NICs Legislation” means the Social Security (Categorisation of Earners) Regulations 1978 [the Social Security (Categorisation of Earners) (Northern Ireland) Regulations 1978];

 

Period of Extended Hire” means any additional period that the Client wishes the Intermediary to be supplied for beyond the duration of the original assignment or series of assignments as an alternative to paying a Transfer Fee

 

Qualifying Period” means 12 continuous Calendar Weeks during the whole or part of which the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Client to work temporarily for and under the supervision and direction of the relevant Client in the same role, and as further defined in the Schedule to this Agreement;

 

Relevant Period” means whichever ends the later of (a) the period of 8 weeks commencing on the day after the last day on which the Intermediary worked for the Client having been supplied by Bookamed; or (b) the period of 14 weeks commencing on the first day on which the Intermediary worked for the Client having been supplied by Employment Business; or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;

 

Relevant Terms and Conditions” means terms and conditions relating to:

a) pay;

b) the duration of working time;

c) night work;

d) rest periods;

e) rest breaks; and

f) annual leave

that are ordinarily included in the contracts of employees or workers (as appropriate) of the Client whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and any basic working and employment conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation

 

Reporting Requirements” means the requirements of the Income Tax (Pay as You Earn) (Amendment No. 2) Regulations 2015

 

Specified Intermediary” means the party required to submit the report to HMRC in compliance with the Reporting Requirements

 

Temporary Work Agency” means as defined in the Schedule to this Agreement;

 

Transfer Fee” means a fee payable by the Client to Bookamed if the Client or any third party wishes to Engage the Intermediary, as permitted by Regulation 10 of the Conduct Regulations;

 

Transparency Regulations” means the Modern Slavery Act 2015 (Transparency in Supply Chains) Regulations 2015

 

Type of Work” means means the work of a GP Locum in relation to the Engagement.

 

TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006

 

WTR” means the Working Time Regulations 1998 [and/ or the Working Time Regulations (Northern Ireland) 1998

 

Engagement” means any appointment of the Intermediary directly by the Client on a temporary basis, whether under a contract for services.

 

Platform” means the Bookamed website, i.e., www.Bookamed.com and/or mobile application, through which GP Locum can register for suitable Engagements.

 

Services” means the work of a GP Locum in relation to the Engagement.

 

1. TERMS

 

1.1 These Terms together with the attached Annexures and any applicable Engagement Details Form constitutes the entire agreement (“the Agreement”) between Bookamed and the Intermediary for the supply of the Intermediary Services to the Client and shall govern all Engagements undertaken by the Intermediary. However no contract shall exist between Bookamed and the Intermediary between engagements. This Agreement shall prevail over any terms put forward by the Intermediary.

 

1.2 During an Assignment the Intermediary will be engaged on a contract for services by Bookamed on the terms set out in this Agreement. For the avoidance of doubt this Agreement shall not be construed as a contract of employment between any Agency Worker or any representative of the Intermediary supplied to carry out the Assignment and either Bookamed or the Client, and any of the liabilities of an employer arising out of the Assignment shall be the liabilities of the Intermediary.

 

1.3 Bookamed shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973 and in the Employment (Miscellaneous Provisions) (Northern Ireland) Order 1981) (as amended) when introducing or supplying the Intermediary for Assignments with its Clients. In this agreement, the Employment Business shall be refered to as Bookamed.

 

1.4 By using the Platform the Intermediary agrees that he/she has read, understood and agrees to these Terms.

 

2. RELATIONSHIP BETWEEN BOOKAMED AND THE INTERMEDIARY AND BETWEEN THE CLIENT AND THE INTERMEDIARY

 

2.1 Bookamed shall, acting as an Employment Business (as defined in Section 13(3) of the Employment Agencies Act 1973) within the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and associated legislation, as amended from time to time, provide employment business services to the Intermediary with no cost to the Intermediary for registering, searching, and applying for vacancies, submitting timesheets, generating invoices and making payments (See Annexure 1).

 

2.2 Once the Intermediary has registered on the Platform he/she will be able to browse opportunities and will be solely responsible for finding and applying for a suitable Engagement on the Bookamed Platform. Whilst Bookamed requires its Clients to ensure that all information provided by them on the Platform is complete, accurate and up-to-date, Bookamed does not provide any warranty or guarantee of any kind that the Engagement opportunities posted by Clients are complete, accurate and up-to-date.

 

2.3 Bookamed will endeavour to obtain suitable Engagements for the Intermediary performing the agreed Type of Work. The Intermediary is not obliged to accept any Engagement offered by a Client.

 

2.4 The Intermediary acknowledges that the nature of temporary work means that there may be periods when no suitable work is available and agrees that:

2.4.1 suitability of the work to be offered shall be determined solely by Bookamed;

2.4.2 Bookamed shall incur no liability to the Intermediary (or an Agency Worker) should it fail to offer opportunities to work to the Intermediary.

 

2.5 The Intermediary acknowledges to Bookamed that its services are supplied to Bookamed as an independent contractor and that accordingly the responsibility of complying with all statutory and legal requirements relating to the Agency Worker (including but not limited to matters of taxation and compliance with the immigration laws applicable to the jurisdiction in which the Intermediary Services are provided) shall fall upon and be discharged wholly and exclusively by the Intermediary.

 

2.6 If before or during an Engagement or during the Relevant Period the Client wishes to Engage the Intermediary or any Agency Worker directly or through another employment business, the Intermediary acknowledges that Bookamed will be entitled either to charge the Client a Transfer Fee or to agree to a Period of Extended Hire with the Client at the end of which the Intermediary or the Agency Worker (as appropriate) may be Engaged directly by the Client or through another employment business without further charge to the Client. In addition Bookamed will be entitled to charge a Transfer Fee to the Client if the Client introduces the Intermediary or any Agency Worker to a third party (other than another employment business) who subsequently Engages the Intermediary or any Agency Worker before or during an Engagement or within the Relevant Period.

 

2.7 If the Agency Worker has completed the Qualifying Period on the start date of the relevant Engagement or following completion of the Qualifying Period during the relevant Engagement, and if the Agency Worker is entitled to any terms and conditions relating to the duration of working time, night work, rest periods, rest breaks and/or annual leave under the AWR which are different and preferential to rights and entitlements relating to the same under the WTR, any such terms and conditions will be as set out in the relevant Engagement Details Form or any variation to the relevant Engagement Details Form (as appropriate) and the Intermediary will give the Agency Worker any such entitlements.

 

2.8 As a Temporary Work Agency, the Intermediary will comply with the AWR in all relevant respects.

 

2.9 Save to the extent any Losses result from any act or omission of Bookamed or the Client, the Intermediary shall indemnify and keep indemnified Bookamed (or, as the case may be, the Client) against any Losses Bookamed (or the Client) may suffer or incur as a result of any claim made by or on behalf of the Agency Worker under the AWR.

 

2.10 Bookamed does not guarantee the selection of the Intermediary by any Client, and the Client shall have the sole discretion to select any GP Locum from the Platform. Bookamed shall not refer, recommend and endorse either a Client or a GP Locum.

 

2.11 The Client will engage the Intermediary directly and will be responsible for compliance with all applicable legislative provisions including but not limited to employment law, National Health Service (General Medical Services Supplementary List) Regulations, 2001, Employment Rights Act, 1995, Working Time Regulations, 1998, National Health Service (Primary Care) Act 1997 and other similar laws. The Intermediary understands that Bookamed shall not be responsible for any Engagement or employment decisions made by the Intermediary or the Client as these are matters to be determined by them and further that Bookamed is not a party to and does not have any obligations in respect of the agreement between the Intermediary and the Client in respect of an Engagement.

 

2.12 The Intermediary understands and accepts that he/she will undertake Engagements solely based on such terms agreed between the Client and the Intermediary. The Intermediary agrees that Bookamed will have no obligations towards him/her in respect of such terms.

 

2.13 As a Temporary Work Agency, the Intermediary will notify Bookamed as soon as possible prior to the commencement of the first Engagement under this Agreement if the Agency Worker has an AWR Regulation 10 Contract of Employment and shall provide a copy of that contract on request from Bookamed. The Intermediary will also notify Bookamed immediately if and when any such contract is terminated.

 

3. GP LOCUM’S OBLIGATIONS

 

3.1 The Intermediary agrees on its own part and on behalf of the Agency Worker as follows:

3.1.1 to carry out its own due diligence for all engagements​​​​​​

3.1.2 to co-operate with the Client’s reasonable instructions and accept the direction of any responsible person in the Client’s organisation within the scope of the Engagement;

3.1.3 to observe any relevant rules and regulations of the Client’s establishment or the premises where the Intermediary Services are being performed to which attention has been drawn or which the Intermediary might reasonably be expected to ascertain including but not limited to those relating to health and safety to the extent that they are reasonably applicable to the Intermediary and the Agency Worker​​​​​​

3.1.4 The Intermediary hereby agrees to abide by the policy and guidelines of the Client for performing its Services during the Engagement. The Client may upload the policy and guidelines at the time of listing the vacancy. In the event the policy is not provided on the Platform, it shall be the duty of the Intermediary to request the policy and guidelines set in by the Client on arrival at the Client’s premises. Bookamed shall not in any event be liable in case the policy already uploaded on the Platform by the Client is outdated or for failure on the part of the Intermediary to request such policy from the Client on arrival at Client’s premises.

3.1.5 to take all reasonable steps to safeguard its own safety, the safety of the Agency Worker and the safety of any other person who may be affected by the actions of the Agency Worker whilst on the Engagement;

3.1.6 to comply with the Data Protection Laws in respect of any personal data which the Intermediary is granted access to for the purpose of or by reason of the performance of the Intermediary Services;

3.1.7 not at any time to divulge to any person, nor use for its own or any other person’s benefit, any Confidential Information relating to the Client’s or Bookamed’s employees, business affairs, transactions or finances;

3.1.8 not to engage in any conduct detrimental to the interests of Bookamed and/or the Client which includes any conduct which could bring the Bookamed and/or the Client into disrepute (for example, the repeated cancellation of Engagements whether before or during an Engagement without good reason and/or with limited notice) and/or which results in the loss of custom or business by either Bookamed or the Client;

3.1.9 not to commit any act or omission constituting unlawful discrimination against or harassment of any member of Bookamed or the Client’s staff;

3.1.10 not to sub-contract or assign to any third party any of the Intermediary Services which it is required to perform under any Engagement;

3.1.11 to provide the Client and/or Bookamed with any progress reports as may be requested from time to time;

3.1.12 to notify Bookamed forthwith in writing if it should become insolvent, or if any of the arrangements set out in clauses 15.2.5 and 15.2.7.​​​​​​​

3.1.13 to declare if the Locum is registered for VAT, including when the Locum have met the relevant threshold tests to register and account for VAT from all relevant incomes, and not just engagements arranged through Bookamed. Bookamed shall not be responsible for any loss relating to you, the Locum, by not complying with any tax reporting requirements. Any responsibility of the Locum in respect of deductions for any taxes including income tax, national insurance, VAT and corporation tax accounting to HMRC shall be fully discharged by the Locum and the Locum agrees to regularly perform relevant checks against these responsibilities​​​​​​​

3.1.14 to confirm that the remuneration receivable by the Agency Worker in consequence of providing his/ her services constitutes employment income of the Agency Worker apart from Chapter 7 ITEPA​​​​​​​

3.1.15 to confirm in writing whether or not the Agency Worker has a material interest (as defined in section 51 ITEPA) in the Intermediary. A “material interest” includes holding more than 5% of the shares of the Intermediary] (FOR NON PUBLIC PRACTICES)​​​​​​​

3.1.16 advise Bookamed in writing immediately if the Agency Worker meets one of the Conditions of Liability] [FOR PUBLIC SECTOR PRACTICES]​​​​​​​

3.1.17 to comply with all relevant legal obligations, including but not limited to ITEPA, the NICs Legislation, VAT legislation and the Companies Acts;​​​​​​​

3.1.18 to provide Bookamed with all such information it may require to comply with (a) the Reporting Requirements where it is the Specified GP Locum or (b) any contractual obligations Bookamed has to provide information to the Specified GP Locum (where it is a party other than Bookamed) to enable the Specified GP Locum to comply with its Reporting Requirements​​​​​​​

3.1.19 to notify Bookamed in writing immediately if it becomes subject to a HMRC investigation or compliance activity including but not limited to any of ITEPA, the NICs legislation or VAT legislation​​​​​​​

3.1.20 to provide Bookamed with a copy of the terms under which the Intermediary has engaged the Agency Worker​​​​​​​

3.1.21 to provide Bookamed on request, with any information required to comply with Transparency Regulations; and ​​​​​​​

3.1.22 to update Bookamed promptly where any of the information required under clauses 3.1.14 to 3.1.21 inclusive changes.​​​​​​​

 

3.2  As soon as possible prior to the commencement of each Engagement and during each Engagement (as appropriate) and at any time at Bookamed’s request, the Intermediary undertakes to:​​​​​​​

3.2.1 inform Bookamed of any Calendar Weeks in the 24 months immediately preceding the start of the Engagement and/or during the relevant Engagement in which the Agency Worker has worked in the same or a similar role with the relevant Client via any third party and which the Intermediary and/or the Agency Worker believes count or may count toward the Qualifying Period; and​​​​​​​

3.2.2 provide Bookamed with all the details of such work, including (without limitation) details of where, when and the period(s) during which such work was undertaken and any other details requested by Bookamed; and​​​​​​​

3.2.3 inform Bookamed if, in the 24 months immediately preceding the start of the Engagement and/or during the relevant Engagement, the Agency Worker has: ​​​​​​​

3.2.4 completed two or more Engagements with the Client;​​​​​​​

3.2.5 completed at least one Engagement with the Client and one or more earlier Engagements with any member of the Client’s Group; and/or​​​​​​​

3.2.6 worked in more than two roles during an Engagement with the Client and on at least two occasions worked in a role that was not the same role as the previous role.

 

​​​​​​​3.3 If the Agency Worker is unable for any reason to provide the Intermediary Services during the course of an Engagement, the Intermediary should inform Bookamed as soon as possible, but in any event no later than 1 hour after the commencement of the Engagement or shift. In the event that it is not possible to inform Bookamed within these timescales, the Intermediary should alternatively inform the Client and then Bookamed as soon as possible. ​​​​​​​

 

3.4 If, either before or during the course of an Engagement, the Intermediary becomes aware of any reason why it or the Agency Worker supplied to perform the Intermediary Services may not be suitable for an Engagement, the Intermediary shall notify Bookamed without delay.​​​​​​​

 

3.5 The Intermediary acknowledges that any breach of its obligations set out in clause 10 (Warranties provided by the Intermediary) and this Clause 3 (the Intermediary’s Obligation clauses) may cause Bookamed to suffer Losses and that Bookamed reserves the right to recover such Losses from the Intermediary by way of set off or deduction from any sums owed by Bookamed to the Intermediary.

 

4. BOOKAMED’S OBLIGATIONS​​​​​​​

 

4.1 Throughout the term of this Agreement Bookamed will pay the Intermediary at least the Minimum Rate in respect of the provision of the Intermediary Services. The actual GP Locum Fees will be notified to the Intermediary on a per Engagement basis. ​​​​​​​

 

4.2 At the same time as an Assignment is offered to the Intermediary Bookamed shall provide the Intermediary with an Assignment Details Form setting out the following:

4.2.1 the identity of the Client, and if applicable the nature of their business; ​​​​​​​

4.2.2 the date the Assignment is to commence and the duration or likely duration of the Assignment; ​​​​​​​

4.2.3 the type of work, location and hours during which the Intermediary would be required to provide the Intermediary Services; ​​​​​​

4.2.4 the Intermediary Fees and any expenses payable by or to the Intermediary;​​​​​​​

4.2.5 any risks to health and safety known to the Client in relation to the Assignment and the steps the Client has taken to prevent or control such risks; and​​​​​​​

4.2.6 what experience, training, qualifications and any authorisation required by law or a professional body the Client considers necessary or which are required by law to work in the Assignment.​​​​​​​

 

4.3 Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any Public or Bank Holiday) following save where:​​​​​​​

4.3.1the Intermediary is being offered an Assignment in the same position as one in which the Intermediary had previously been supplied within the previous 5 business days and such information has already been given to the Intermediary; or

4.3.2 subject to clause 4.4, the Assignment is intended to last for 5 consecutive business days or less and such information has previously been given to the Intermediary and remains unchanged, Bookamed needs only to provide written confirmation of the identity of the Client and the likely duration of the Assignment.


​​​​4.4 Where the provisions of clause 4.3.2 are met but the Assignment extends beyond the intended 5 consecutive business day period, Bookamed shall provide such information set out in clause 4.2 to the Intermediary in paper or electronic form within 8 days of the start of the Assignment.


5. SKILLS/QUALIFICATIONS ​​​​​​​

 

5.1 When registering for the Platform GP Locums must provide certain information to enable prospective Clients to ensure the suitability of GP Locums for potential Engagements. This information includes (and is not limited to):- contact details; qualifications; experience; regulatory registration information; employment history and references. Full details of the mandatory information that GP Locums must provide is detailed in Annexure 2. ​​​​​​​

 

5.2 The Intermediary warrants that the information he/she will provide in line with clause 3.1 and Annexure 2 is true, complete, accurate and up-to-date. The Intermediary understands that compliance with this clause 3 is a material provision of the Terms to ensure that Bookamed can reassure Clients that GP Locums are suitable for Engagement.​​​​​​​

 

5.3 The Intermediary warrants that if information provided in line with clause 6.1 and Annexure 2 becomes incomplete, inaccurate or out-of-date that he/she will notify Bookamed immediately and submit appropriate revised information to Bookamed/the Platform without delay. In such circumstances a GP Locum agrees that he/she will not apply for potential Engagements until such time as the revised information is submitted and he/she can comply with clause 6. ​​​​​​​

 

5.4 Bookamed confirms that it will not disclose any information about the Intermediary without his/her prior consent other than it is for the purposes of:- providing work-finding services; legal proceedings; providing information to a professional body of which the Intermediary is a member; or is permitted by law.

 

6. PRE-EMPLOYMENT CHECKS

 

​​​​​​​6.1 The Intermediary shall during registration on the Platform provide the mandatory and additional details/documents and shall upload the mandatory details/documents (excluding Identity and Right to Work documents) as mentioned in Annexure – 2 herein. The Intermediary shall provide original documents for Identity and Right to Work check. Although it is not obligatory for the Intermediary to provide the additional details / documents referred to in Annexure – 2. Bookamed nevertheless recommends that the Intermediary provides such information as Clients are likely to find it beneficial. ​​​​​​​

 

6.2 Being an online recruitment company Bookamed shall use video link (such as Skype, FaceTime, etc) as the primary method to conduct identity checks and verify the Right to Work (such as their passport) document. When the video link method is used the Intermediary shall first send the original identity and Right to Work documents to Bookamed. On receipt of the documents Bookamed shall then contact the Intermediary via video link to complete the check in the presence of the Intermediary (ensure the document is genuine, photographs are consistent with the appearance of the person on the screen, etc) before copying the document as necessary and returning the originals to the Intermediary. Wherever possible Bookamed shall conduct face-to-face interviews to verify the proof of Identity and Right to Work documents. The Intermediary consents to Bookamed using additional third party tools to verify the authenticity of the original documents provided.​​​​​​​

 

6.3 The Intermediary by registering on the Platform gives his/her consent to Bookamed to verify such information, including that the information provided by the Intermediary shall be used, stored and shared with any subsidiaries, sub-contractors, agents and third party within and outside the European Union for verification. ​​​​​​​

 

6.4 The Intermediary shall provide contact details of two referees, current or previous employers, and the referees shall not be related to the Intermediary. The Intermediary consents to Bookamed contacting the named referees in accordance with its registration and pre-employment screening process. The Intermediary understands that the referees will be contacted as part of the registration process and the Intermediary consents to Bookamed contacting the referees prior to the Intermediary’s profile being listed on the Bookamed platform. Bookamed shall notify the Intermediary prior to contacting the named referees. The Intermediary consents to Bookamed forwarding the references to Clients registered on the Bookamed platform.​​​​​​​

 

6.5 As part of pre-employment checks, Bookamed shall source and verify the Intermediarys original documents. Bookamed may use additional third party tools to verify the authenticity of the original documents provided.​​​​​​​

 

6.6 As Bookamed is not the end employer of the Intermediary, Bookamed shall not carry out DBS checks on the Intermediary. If the Intermediary is a Limited Company Contractor Bookamed shall ask the Intermediary if a DBS check has been carried out and shall obtain a copy of the DBS check under Regulation 22 of the Conduct Regulations. For self-employed GP Locums, the Client shall be responsible for completing the DBS check. In either case the Client shall be the sole authority in carrying out the DBS check. The Intermediary consents to the client directly conducting checks not carried out by Bookamed on the GP Locum and/or to any additional checks already completed by Bookamed.

 

7. REHABILITATION OF OFFENDERS​​​​​​​

 

7.1 The Engagement under this Agreement is exempt from the provisions of the Rehabilitation of Offenders Act 1974; therefore the Intermediary shall not be entitled to withhold information requested by the Client about any previous convictions the Intermediary may have, even if in other circumstances these would be regarded as “spent” under the provisions of the Rehabilitation of Offenders Act 1974. ​​​​​​​

 

7.2 The Intermediary shall provide the Client with information about any previous convictions (excluding minor traffic offences) he/she may have undergone before commencing the Engagement. The Intermediary is not required to disclose any convictions or cautions that has been filtered under the filtering rules. ​​​​​​​

 

7.3 During the period of Engagement, the Intermediary shall immediately disclose to the Client if he/she is subject to any criminal or traffic investigations, charges or convictions (excluding minor traffic offences).​​​​​​​

 

7.4 Any failure to provide the required information under this Clause shall be treated as gross misconduct and may result in the termination of the Engagement.

 

7. GP LOCUM STATUS

 

7.1 The Intermediary hereby acknowledges that the terms shall not give rise to a contract of employment between the Intermediary and Bookamed or the Client. For the avoidance of doubt, the Intermediary shall not at anytime during the Engagement be considered as a worker, agency worker, agent, partner or servant of the Client or Bookamed and accordingly;

7.1.1Nothing in this Agreement shall render any Agency Worker an employee or worker of either Bookamed or the Client. The Agency Worker shall ensure that the Agency Worker does not hold him/herself out as an employee or worker of either Bookamed or the Client. In the event that any person should seek to establish any liability or obligation upon Bookamed on the grounds that the Locum or Agency Worker is an employee or worker of Bookamed or the Client, the Intermediary shall upon demand indemnify Bookamed and keep it indemnified in respect of any such liability or obligation and any related Losses which Bookamed or Client shall incur.​​​​​​​

7.1.2 These terms shall not be considered as an exclusive arrangement between the Intermediary and Bookamed. The Intermediary shall be entitled to provide his/her services to any third party he/she may desire.​​​​​​​

7.1.3 The Intermediary during the time of Engagement shall comply with the Working Time Regulations, 1998.​​​​​​​

7.1.4 As a Temporary Work Agency, the Intermediary will comply with the AWR in all relevant respects.​​​​​​​

7.1.5 The Intermediary shall register his/her residential address as may be deemed necessary under the Pension Act, 2008.​​​​​​​

7.1.6 The Intermediary shall solely be responsible for the payment of all taxes (including VAT), contributions towards National Insurance and any social security levies payable in respect of Services provided during the period of Engagement.

  1. 7.1.7 Any compliance required under the Immigration, Asylum and Nationality, Act, 2006, laws applicable to the jurisdiction in which the Services are provided shall fall upon and be discharged wholly and exclusively by the Intermediary. In case the Intermediary is subject to immigration control under the Immigration, Asylum and Nationality Act, 2006, the Intermediary hereby warrants that he/she has valid and existing leave to enter and work in the United Kingdom during the period of Engagement
  2. 7.1.8 During the period of Engagement the Intermediary shall hold valid Medical Indemnity Insurance (including out of working hours cover, as may be necessary) and other insurances as may be deemed necessary. The Intermediary shall provide the details of the cover if required by the Client. The Client may decide to verify either itself or through a third party the details provided by the Intermediary and the Intermediary agrees to co-operate with the Client for such verification and shall provide any additional information as may be required by the Client.

 

8. JOB SEARCH, TIMESHEETS, INVOICING AND PENSION​​​​​​​

 

8.1 The Intermediary shall submit his/her timesheets on the platform for the services performed for the Client by the ‘Timesheet Submission Date’. The timesheet shall be duly completed to indicate the hours worked, home visits and over time and must be approved by an authorized representative of the Client before raising an invoice. ​​​​​​​

 

8.2 The Intermediary shall raise an invoice for the amount due from Bookamed to the Intermediary. Such invoice should bear the Intermediary’s name, the name of the Agency Worker who provided the Intermediary Services, the Intermediary’s company registration number and VAT number, and should state any VAT due on the invoiced sum. In order to ensure prompt payment, Bookamed should receive the timesheet no later than ‘Timesheet Submission Date’ following the week to which it relates and must have it approved from the Client no later than the ‘Timesheet Validation Date’ following the week to which it relates. ​​​​​​​

 

8.3 The Intermediary consents to the platform automatically generating and raising an invoice against Bookamed on behalf of the Intermediary following the approval of the timesheet by the Client for week to which it relates. ​​​​​​​

 

8.4 The process for registration, vacancy searches, invoicing and time-sheets etc., is set out in Annexure 3.​​​​​​​

 

8.5 If the Intermediary is a private limited company, then it will not be eligible to receive a pension from the Client for the provision of the Services.​​​​​​​

 

8.6 Subject to clause 8.7 Bookamed shall pay the Intermediary for all hours worked regardless of whether Bookamed has received payment from the Client for those hours​​​​​​​

 

8.7 Where the Intermediary fails to submit a properly authenticated timesheet Bookamed shall, in a timely fashion, conduct further investigations into the hours claimed by the Agency Worker and the reasons, if any, that the Client has refused to sign a timesheet in respect of those hours. This may delay any payment due to the Intermediary.

 

9. GP LOCUM FEES​​​​​​​

 

9.1 Subject to the receipt of the Intermediary’s auto-generated invoice and signed timesheet in accordance with clause 8 above, and the Intermediary’s compliance with this Agreement, Bookamed will pay the Intermediary Fees within 7 days of receipt of the Intermediary’s invoice. Bookamed shall pay to the Intermediary the Intermediary Fees which shall be notified on a per Engagement basis. ​​​​​​​

 

9.2 Subject to clause 9.9, if and when the Agency Worker completes the Qualifying Period Bookamed reserves the right to vary the Intermediary Fees if there is any variation in the Relevant Terms and Conditions. Any such variation will be as set out in a variation to the relevant Engagement Details Form and the Intermediary shall ensure that, if at any time Bookamed varies the Intermediary Fees in accordance with this clause 9.2, the Intermediary will, at the same time, make the same variations to the corresponding payments the Intermediary makes to the Agency Worker. ​​​​​​​

 

9.3 Under the AWR, on completion of the Qualifying Period the Agency Worker may be entitled to paid annual leave (save where the Intermediary is a Temporary Work Agency and it is agreed in the relevant Engagement Details Form that the Agency Worker is employed on an AWR Regulation 10 Contract of Employment) and/or unpaid annual leave in addition to the Agency Worker’s entitlement to paid annual leave under the WTR provided by the Intermediary. If this is the case, any such entitlement(s), the date from which any such entitlement(s) will commence and how any payment for such entitlement accrues in respect of the relevant Engagement will be as set out in the relevant Engagement Details Form or any variation to the relevant Engagement Details Form and the Intermediary will pass this information on to the Agency Worker and, if the Intermediary receives any such payment(s) for leave from Bookamed, the Intermediary will make the same payment(s) to the Agency Worker.​​​​​​​

 

9.4 Subject to clause 9.9, on completion of the Qualifying Period the Agency Worker may be entitled to receive a bonus. The Intermediary will, and will procure that the Agency Worker will, comply with any requirements of Bookamed and/or the Client relating to the assessment of the Agency Worker’s performance for the purpose of determining whether or not the Agency Worker is entitled to a bonus and the amount of any such bonus. If, subject to satisfying the relevant criteria, the Agency Worker is entitled to receive a bonus, Bookamed will pay the bonus to the Intermediary and the Intermediary will pay the bonus to the Agency Worker. ​​​​​​​

 

9.5 The Intermediary shall be responsible for the deduction of any PAYE Income Tax and National Insurance Contributions and any other taxes and deductions payable in respect of the Agency Worker for any Engagement [including any social fund contributions payable in any other Member State pursuant to a valid A1, E101 or E102 Certificate issued to any of the Agency Worker].​​​​​​​

 

9.6 All payments due from Bookamed will be made to the Intermediary and not to any third party or the Agency Worker. Bookamed will pay the Intermediary fees into a UK business bank account only. ​​​​​​​

 

9.7 Bookamed shall not be obliged to pay the Intermediary for any periods during which the Intermediary Services are not provided, whether this is due to the Intermediary being unable to provide the Intermediary Services or where the Client does not require the Intermediary Services or otherwise in respect of annual leave (save as where may be the case in accordance with clause 9.3), illness or absence of the Agency Worker.​​​​​​​

 

9.8 The Intermediary shall bear the cost of any training which the Agency Worker may require in order to perform the Intermediary Services.​​​​​​​

 

9.9 Clauses 9.2 to 9.4, inclusive, will not apply where the Agency Worker is employed on an AWR Regulation 10 Contract of Employment.

 

10. GP LOCUM WARRANTIES:​​​​​​​

 

10.1 The Intermediary warrants as below, both at the time of entering into these terms and for the duration of each and every Engagement:​​​​​​​

10.1.1 the Intermediary and the Agency Worker providing the locum Services have not opted out of the Conduct Regulations and that the Intermediary will only supply Agency Workers to perform the Locum Services who have not opted out of the Conduct Regulations. ​​​​​​​

10.1.2 the Intermediary and the Agency Worker providing the Locum Services have not opted out of the Conduct Regulations and that the Intermediary will only supply Agency Workers to perform the Locum Services who have not opted out of the Conduct Regulations. ​​​​​​​

10.1.3 the Intermediary is a personal service company but that it is not a ‘managed service company’ as defined in either section 61B or s339A of ITEPA and is not in breach of either the IR35 Legislation or the MSC Legislation.​​​​​​​

10.1.4 The Agency Worker does not, and will not for the duration of the Engagement, meet any of the Conditions of Liability (FOR PUBLIC SECTOR ONLY)​​​​​​​

10.1.5 the remuneration receivable by the Agency Worker in consequence of providing his/ her services constitutes employment income of the Agency Worker apart from Chapter 7 ITEPA.​​​​​​​

10.1.6 the Intermediary will comply at all times with ITEPA and the NICs Legislation including in particular in relation to the deduction of the appropriate PAYE and national insurance deductions and payment of the appropriate employers’ national insurance contributions​​​​​​​

10.1.7 the Intermediary is incorporated in the UK and that all directors are resident in the UK for tax purposes​​​​​​​

10.1.8 the Intermediary will pay the Agency Worker only into a nominated UK bank account in the Agency Worker’s name​​​​​​​

10.1.9 that the Intermediary is legally entitled to live and work in the United Kingdom;​​​​​​​

10.1.10 the information provided to the Client and Bookamed (via the Platform or otherwise) for the purposes of the Engagement are correct and true;​​​​​​​

10.1.11 the Intermediary holds valid and full registration and GP registration with the General Medical Council and is on the register of the same;​​​​​​​

10.1.12 the Intermediary is on the NHS national performers’ list (or other such relevant list);​​​​​​​

10.1.13 the Intermediary possess a valid JCPTGP/PMETB/CCT (or equivalent) certificate;​​​​​​​

10.1.14 that (if the Intermediary has any restrictions on their licence, and/or is subject to any disciplinary proceedings or ongoing performance review) that they have explicitly drawn this to the attention of both Bookamed and any Client before their Engagement commences;​​​​​​​

10.1.15 that he/she possesses the experience, training, qualifications and any authorization required by law or a professional body the Client considers necessary or which are required by law to work in the Engagement;​​​​​​​

10.1.16 that he/she has not been convicted of a criminal offence (other than traffic violations) which would reasonably affect the Client’s decision to permit access to Client systems or to provide his/her Services;​​​​​​​

10.1.17 that if, at any time prior to the start of the Engagement, the Intermediary has, receives or obtains any information which indicates that the Intermediary is or may be unsuitable to perform the Intermediary services for the Client, the Intermediary shall pass such information to the Client immediately, and co-operate fully with any further enquiries the Client (or any agent of it) may make in connection with that information;​​​​​​​

10.1.18 by entering into this Agreement he/she will not be in breach of any obligations which he/she owes to any third party or is not otherwise prevented from carrying out its obligations under this Agreement;​​​​​​​

10.1.19 if, either before or during the course of an Engagement, the Intermediary becomes aware of any reason, why he/she may not be qualified to provide Services during any Engagement, he/she shall notify the Client immediately of such disqualification;​​​​​​​

10.1.20 the Intermediary shall co-operate in verification either directly by the Client or any third party of any information or any documentation provided by the Intermediary, including but not limited to, their identity, their right work in the UK, their qualification and professional registration, employment history and references, DBS check and occupational health;​​​​​​​

10.1.21 that he/she is not subject to any proceedings or review by any Primary Care Trust, the General Medical Council, the National Clinical Assessment Service, either ongoing or concluded which may be relevant to the Engagement;​​​​​​​

10.1.22 the Intermediary shall hold valid medical indemnity insurance (including out of hours work cover where applicable), relevant professional indemnity cover, public liability insurance, and any other forms of insurance reasonably required by Bookamed from time to time;​​​​​​​

10.1.23 that (in completing each and every timesheet or in providing related supporting information) the Intermediary confirms that the information he/she has given form is correct and complete and that he/she have not claimed elsewhere for the hours/session detailed. The Intermediary understands that if he/she knowingly provides false information this may result in disciplinary action and he/she may be liable to prosecution and civil recovery proceedings. The Intermediary consents to the disclosure of information from the timesheet and / or related supporting information to the Client, Bookamed, and the NHS Counter Fraud and Security Management Service for the purpose of verification of this claim and the investigation, prevention, detection and prosecution of fraud; and​​​​​​​

10.1.24 that he/she will comply with the terms of any policies and procedures of the Client applicable to the role and which are drawn to its attention by the Client.​​​​​​​

 

10.2 The Intermediary agrees that, in accepting these terms and conditions, it is agreeing that: 

10.2.1 based on the information the Intermediary has provided, Bookamed will generate timesheets;

10.2.2 based on the timesheets, Bookamed will generate invoices and will send them to the Client; and​​​​​​​

10.2.3 (where applicable and where Bookamed is providing services in relation to pensions form completion) the Intermediary consents to Bookamed completing the necessary pensions forms and obtaining signatures where required from the Client in relation to them.​​​​​​​

 

10.3 The Intermediary warrants to Bookamed that the Agency Worker has consented in writing to Bookamed, any other locum involved in supplying the services of the Locum and the Agency Worker to the Client (now or in the future) and the Client:​​​​​​​

10.3.1 processing the Agency Worker’s personal data for purposes connected with the provision of the Locum Services and pursuant to this Agreement; and​​​​​​​

10.3.2 exporting and/or processing the Agency Worker’s personal data in jurisdictions outside the European Economic Area for purposes connected with the performance of this Agreement.

 

11. INTELLECTUAL PROPERTY RIGHTS​​​​​​​

 

11.1 The Intermediary acknowledges that all copyright, trademarks, patents and other intellectual property rights deriving from the Locum Services carried out by the Intermediary and the Agency Worker for the Client during the Engagement shall belong to the Client. Accordingly the Intermediary shall (and shall procure that the Agency Worker shall) execute all such documents and do all such acts as Bookamed shall from time to time require in order to give effect to its rights pursuant to this clause.

 

12. CONFIDENTIALITY​​​​​​​

 

12.1 In order to protect the confidentiality and trade secrets of any Client and Bookamed and without prejudice to every other duty to keep secret all information given to it or gained in confidence the Intermediary agrees on its own part and on behalf of the Agency Worker as follows:​​​​​​​

12.1.1 not at any time whether during or after an Assignment (unless expressly so authorised by the Client or Bookamed as a necessary part of the performance of its duties) to disclose to any person or to make use of any of the trade secrets or the Confidential Information of the Client or Bookamed with the exception of information already in the public domain;​​​​​​​

12.1.2 to deliver up to the Client or Bookamed (as directed) at the end of each Assignment all documents and other materials belonging to the Client (and all copies) which are in its possession including documents and other materials created by it or the Agency Worker during the course of the Assignment; and​​​​​​​

12.1.3 not at any time to make any copy, abstract, summary or précis of the whole or any part of any document or other material belonging to the Client except when required to do so in the course of its duties under an Assignment in which event any such item shall belong to the Client or Bookamed as appropriate.

 

13. CONTRACT MONITORING AND AUDITS​​​​​​​

 

13.1 Bookamed reserves the right to audit the Intermediary on an ad hoc basis to ensure compliance with this Agreement and all statutory requirements in relation to all Agency Workers supplied to provide the Locum Services including in particular but not limited to ITEPA and the NICs legislation. Bookamed will give the Intermediary 30 days’ notice of such audit.​​​​​​​

 

13.2 To assist Bookamed in its audit the Intermediary will:​​​​​​​

13.2.1 maintain such records as are necessary to comply with this Agreement and all statutory requirements in relation to all Agency Workers supplied to provide the Intermediary Services, and will provide copies of the same to Bookamed on request; ​​​​​​​

13.2.2 provide Bookamed with access to its premises and original records relating to all Agency Workers supplied to provide the Intermediary Services. ​​​​​​​

 

13.3 If having conducted an audit, Bookamed requires the Intermediary to take any action the Intermediary shall take such action within the time period specified in writing by Bookamed. If the Intermediary fails to take such action or to rectify the matter to Bookamed’s satisfaction, Bookamed may terminate this Agreement in accordance with clause 15. 

 

14LIABILITY​​​​​​​

 

14.1 The Intermediary shall be fully liable for and shall indemnify Bookamed and its affiliates, directors, officers, employees, sub-contractors, agents and assignees against any costs, losses, liabilities, damages, claims or proceedings resulting directly or indirectly from his/her:- use of the Platform, application for an Engagement, acts or omissions during the course of an Engagement, assertion/claim that he/she is an employee, partner or agent of Bookamed, by reason of any proceedings, claims or demands by any third party (including specifically, but without limitation, HM Revenue and Customs and any successor, equivalent or related body pursuant to the IR35 Legislation, ITEPA or the NICs Legislation and/or any supporting or consequential secondary legislation relating thereto) and breach of any of these Terms. ​​​​​​​

 

14.2 To the extent any Losses result from any act or omission of the Bookamed or the Client, the Intermediary shall indemnify and keep indemnified Bookamed (or, as the case may be, the Client) against any Losses Bookamed (or the Client) may suffer or incur as a result of any claim made by or on behalf of the Agency Worker under the AWR. ​​​​​​​

 

14.3 The Intermediary shall obtain adequate employer’s liability insurance, public liability insurance, professional indemnity insurance and any other suitable policies of insurance in respect of the Intermediary and the Agency Worker. The Intermediary shall main Engagement for the period specified. The Intermediary shall make a copy of the policy available to Bookamed upon request.

 

15. TERMINATION ​​​​​​​

 

15.1 Bookamed reserves the right, at its sole discretion, to immediately terminate the Agreement and suspend the Intermediary’s access to the Platform with or without notice if any content or information provided the Intermediary is found to be inaccurate, misleading, defamatory or false; or the Intermediary has violated any of the Terms including bringing Bookamed or any of its Clients into disrepute.​​​​​​​

 

15.2 Bookamed may without notice and without liability instruct the Intermediary to cease work on an Engagement at any time, where:​​​​​​​

15.2.1 the Intermediary has acted in breach of the rules and regulations applicable to third parties providing services to the Client or to the Client’s own staff; or​​​​​​​

15.2.2 the Intermediary has committed any serious or persistent breach of any of its obligations under this Agreement; or​​​​​​​

15.2.3 the Client reasonably believes that the Intermediary has not observed any condition of confidentiality from time to time; or​​​​​​​

15.2.4 the Client is dissatisfied with the Intermediary’s or the Agency Worker’s provision of the Intermediary Services and has terminated the Engagement; or​​​​​​​

15.2.5 either the Client or the Intermediary is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or​​​​​​​

15.2.6 an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Client or the Intermediary; or​​​​​​​

15.2.7 an order is made for the winding up of the Client or the Intermediary, or where the Client or the Intermediary passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation or amalgamation where the resulting entity will assume all the obligations of the other party under this Agreement); or ​​​​​​​

15.2.8 the Intermediary or the Agency Worker is suspected of any fraud, dishonesty or serious misconduct; or​​​​​​​

15.2.9 the Intermediary or the Agency Worker is unable to perform the Intermediary Services for 2 days or more​​​​​​​

15.2.10 Bookamed suspects or believes that the Intermediary has not complied with any of the requirements of ITEPA or the NICs Legislation​​​​​​​

15.2.11 the Client is a Public Authority and the Agency Worker meets one of the Conditions of Liability [PUBLIC SECTOR ONLY]​​​​​​​

15.2.12 the Intermediary fails to comply with clause 13.3​​​​​​​

 

15.3 The Intermediary acknowledges that the continuation of an Engagement is subject to and conditioned by the continuation of the contract entered into between Bookamed and the Client. In the event that the contract between Bookamed and the Client is terminated for any reason the Engagement shall cease with immediate effect without liability to the Intermediary.​​​​​​​

 

15.4 Subject to clause 15.1, either party may terminate this Agreement on giving at least three months’ notice in writing to the other party. Failure by the Intermediary to give notice of termination shall constitute a breach of contract and shall entitle Bookamed to claim damages from the Intermediary for any resulting Losses suffered by Bookamed.

 

16. COMPUTER EQUIPMENT WARRANTY​​​​​​​

 

16.1 The Intermediary shall ensure that any computer equipment and associated software that it provides to the Agency Worker for the purpose of providing the Intermediary Services contains anti-virus protection with the latest released upgrade from time to time.

 

17. RELATIONSHIP

 

17.1 Bookamed and the Client agree that notwithstanding anything to the contrary contained herein, the relationship between them shall be a principal to principal relationship and nothing contained herein shall be deemed to construe either party to be the agent, servant, partner, joint venture partner, subsidiary, associated or group company of the other party.

 

​​​​​​​18. ENTIRE AGREEMENT​​​​​​​

 

18.1 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.​​​​​​​

 

18.2 Each party agrees that it shall 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 based on any statement in this agreement.

 

19. VARIATION​​​​​​​

 

19.1 Bookamed reserves the right to update these terms and conditions from time to time to reflect changes in the business operating model, regulation, and any other factors that may influence the delivery of services. In such occasions, Bookamed shall inform the Client in writing via email or letter. By continuing to use the services after being notified of the changes, the Client shall be deemed to have accepted the changes.

 

20. TUPE ​​​​​​​

 

20.1 The Intermediary shall comply with all of the requirements of TUPE where there is a “relevant transfer” as defined in those regulations.

 

21. WAIVER ​​​​​​​

 

21.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not: ​​​​​​​

21.1.1 waive that or any other right or remedy; or​​​​​​​

21.1.2 prevent or restrict the further exercise of that or any other right or remedy.

 

22. SEVERANCE​​​​​​​

 

22.1 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.

 

23. NOTICES​​​​​​​

 

23.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax, or email.​​​​​​​

 

23.2 A notice or other communication shall be deemed to have been received: if delivered personally, 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.​​​​​​​

 

23.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

 

24. THIRD PARTY RIGHTS​​​​​​​

 

24.1 Save as set out in clause 24.2, none of the provisions of this Agreement is intended to be for the benefit of or enforceable by third parties and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.​​​​​​​

 

24.2 The Client shall be entitled to rely on and enforce the indemnities in clause 2.9 given by the Intermediary in favour of the Client, notwithstanding that the Client is not a party to this Agreement.

 

25. GOVERNING LAW​​​​​​​

 

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.​​​​​​​

25.1.1 Jurisdiction 

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.​​​​​​​

25.1.2 Dispute Resolution

In the event of a dispute between the parties in relation to the terms of this agreement or their application, the parties shall use their reasonable endeavours to resolve the dispute between themselves. If this fails to resolve the issue within 30 days, then the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure, with a mediator to be selected by CEDR and each party sharing the costs equally of the mediation unless they shall agree otherwise. Neither party may commence any court proceedings in relation to the whole or part of the dispute until 30 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.

 

ANNEXURE- 1

Bookamed Services for GP Locums

Features Services
Registration Yes 
Search and apply for vacancies  Yes 
Network with Practice Managers  Yes 
Personal Calendar Integration Yes
Mobile Timesheets Yes
Auto Invoicing Yes
Payment to Locums  Yes

 

 

 

 

 

 

 

​​​​​​​​​​​​​​ANNEXURE- 2

List of supporting documents for pre-employment checks​​​​​​​

Category of Pre-employment Check  Documents required from GP Locum Mandatory / Additional Infomation Sourced By Check Conducted By Final Approver
Identity Checks Passport Copy Mandatory Bookamed Bookamed Client 
Identity Checks Address Proof (Utility Bill or Bank Statement within the last 3 months) Mandatory Bookamed Bookamed Client 
Right to work Check Right to Work (Visa) Mandatory Bookamed Bookamed Client 
Professional Registration and Qualification Checks  General Medical (GMC) Certificate Mandatory Bookamed Bookamed Client 
Professional Registration and Qualification Checks   Proof of inclusion in National Performers List Mandatory Bookamed Bookamed Client 
Professional Registration and Qualification Checks  Medical Indemnity Certificate Mandatory Bookamed Client  Client 
Employment History and Checks CV Mandatory  Bookamed Bookamed Client 
Employment History and Checks Letter of Recommendation 1 Mandatory  Bookamed Bookamed Client 
Employment History and Checks Letter of Recommendation 2 Mandatory Bookamed Bookamed Client 
Criminal Records and Barring Checks  Disclosure and Barring Certificate  Mandatory  Bookamed / Client  Client  Client 
Occupational Checks Certificate of Completion of Training  Additional  Bookamed Client  Client 
Occupational Checks Degree Certificate Additional  Bookamed Client  Client 
Occupational Checks Equality and Diversity Additional  Bookamed Client  Client 
Occupational Checks Basic Life Support Course Certificate  Additional  Bookamed Client  Client 
Occupational Checks Child Safe Guarding Level 3 Certificate Additional  Bookamed Client  Client 
Occupational Checks Adult Safeguarding Certificate  Additional  Bookamed Client  Client 
Occupational Checks Immunisation History Report  Additional  Bookamed Client  Client 

 

 

ANNEXURE – 3

REGISTRATION, VACANCY SEARCH, TIMESHEETS, INVOICING AND PENSION FORM PROCESS

 

1. REGISTRATION​​​​​​​

 

1.1 Bookamed is an online and mobile recruitment platform to post and search Engagement opportunities for Clients and GP Locums. The Platform shall provide additional services including submission and verification of timesheets, generating weekly and monthly invoices on behalf of the Intermediarys, providing the Clients and the Intermediarys with monthly statements of all invoices, and (where applicable) generating NHS Pension Form A (collectively referred to as the “Bookamed Platform Services”).


​​​​​1.2 To avail the services of Bookamed, the Intermediary must register an account through the Bookamed website (“User Account”). The Intermediary shall provide certain information, including, without limitation, contact details of the Intermediary, specialty, knowledge of IT systems, self-employed or private limited company status (“GP Locum Information”). The Intermediary shall from time to time update the information as and when necessary. On registration, the Intermediary shall be bound by these terms and the General Terms and Conditions of the Platform.


​​​​​​1.3 The Intermediary can list themselves on the Platform after creating the User Account and providing the Intermediary Information.

 

2. VACANCY LISTING

 

2.1 Upon creating the User Account, Bookamed shall provide the Intermediary access to search and apply for vacancies.

 

2.2 The Intermediary represents and warrants that the details provided on the Platform in relation to his or her profile for the purpose of the Engagement shall be accurate and true at all times.

 

2.3 Bookamed shall not be responsible for any information provided by the Intermediary in relation to the Engagement on the Platform.

 

3. TIMESHEETS

 

3.1 The Intermediary shall submit his/her timesheets on the Platform for the services performed for the Client at the end of each day. The Intermediary shall in any case submit his/her timesheets by end of each week (i.e. by every Friday of the week before midnight or by the starting of the next week (i.e. by every Monday of the subsequent week before 12pm) (“Timesheet Submission Date”).

 

3.2 The Client shall validate and confirm the timesheets of the Intermediary at end of each day or by the starting of the next week (i.e., by every Monday of the subsequent week before 8 pm.) and in any case within 7 (seven) days from the Timesheet Submission Date (“Timesheet Validation Date”).

 

3.3 If the Client fails to validate the timesheets within 7 (seven) days from the submission of the timesheets by the Intermediary, the timesheets submitted by the concerned GP Locum shall be deemed valid and payable. In case any discrepancy is found in the timesheets by the Client, the Intermediary shall provide requisite clarification to the Client. The Client and the Intermediary shall mutually settle any discrepancy relating to the timesheets.

 

4. INVOICING

 

4.1 If weekly invoicing is preferred by the Client, if the Intermediary fails to submit the timesheet for any day during the week before the Timesheet Submission Date, then no invoice shall be raised by Bookamed on behalf of the Intermediary for such pending timesheets, until the same is submitted on the Platform and approved by the client. However, once the pending timesheets for any week are submitted on the Platform and approved by the client, the invoices for such timesheets will be raised along with the invoice for the subsequent week.

 

4.2 If monthly invoicing is preferred, if the Intermediary fails to submit the timesheet for any day during the month before the last day of the month, and the client fails to approve any of the timesheets for the month before the last day of the month, then no invoices shall be raised for such pending timesheets by Bookamed on behalf of the Intermediary, until the same is submitted on the platform. However, once the pending timesheets for any month are submitted on the Platform and approved by the client, the invoices for such timesheets will be raised along with the invoice for the subsequent month.

 

4.3 The Intermediary hereby agrees that Bookamed shall have no liability in the event of an error being made in the invoicing process. However, if Bookamed is notified by either the Client or the Intermediary of an error, it shall use its reasonable endeavors to rectify the error and issue a new invoice to replace the incorrect one.

 

ANNEXURE – 4

 

SCHEDULE: “QUALIFYING PERIOD” AND “TEMPORARY WORK AGENCY”

 

1. For the purpose of the definition of “Qualifying Period” in the ‘Definitions’ section of this Agreement, when calculating whether any weeks completed with the Client count as continuous towards the Qualifying Period, where:

 

1.1 ​​​​the Agency Worker has started working during an assignment and there is a break, either between assignments or during an assignment, when the Agency Worker is not working;

 1.2 the break is:​​​​​​​

1.2.1 for any reason and not more than six Calendar Weeks;

1.2.2 wholly due to the fact that the Agency Worker is incapable of working in consequence of sickness or injury anf the break is 28 Calendar Weeks  or less; paragraph (iii) does not apply; and, if required to do so by Bookamed, the Agency Worker has provided such medical evidence as may reasonably be required; 

1.2.3 related to pregnancy, childbirth or maternity and is at a time a protected period,  being a period beginning at the start of the pregnancy and ending at the end of the 26 weeks beginning with the childbirth (being the birth of a living child or the birth of a child whether living or dead after 24 weeks of pregnancy) or, if earlier, when the Agency Worker returns to work; 

1.2.4 wholly for the purpose of taling time off or leavem whether statutory of contractual, to which the Agency Worker is otherwise entitled which is: 

1.2.4.1 ordinary, compulsory or additional maternity leave; 

1.2.4.2 ordinary or additional adoption leave; 

1.2.4.3 ordinary or additional paternity leave; 

1.2.4.4  time off or other leave not listed in paragraphs (iv)I, ii, or iii above; or

1.2.4.5 for more than one of the reasons listed in paragraphs (iv)I, ii, iii to iv above;

1.2.5 wholly due to the fact that the Agency Worker is required to attend at any place in pursuance to being summoned for service as a juror and the break is 28 Calendar Weeks or less;

1.2.6 wholly due to a temporary cessation in the Client’s requirement for any worker to be present at the establishment and work in a particular role for a pre-determined period of time according to the established custom and practices of the Client;

1.2.7 wholly due to a strike, lock-out or other industrial action at the Client’s establishment; or

1.2.8 wholly dur to more than one of the reasons listed in paragraphs (ii), (iii), (iv), (v), (vi) or (vii);

 

​​​​​​​1.3 the Agency Worker returns to work in the same role with the Client, any weeks during which the Agency Worker worked for the Client before the break shall be carried forward and treated as counting towards the Qualifying Period with any weeks during which the Agency Worker works for the Client after the break. In addition, when calculating the number of weeks during which the Agency Worker has worked, where the Agency Worker has started working in a role during an Assignment and is unable to continue working for a reason described in paragraph (b)(iii) or (b)(iv)i., ii, or iii., for the period that is covered by one or more such reasons, the Agency Worker shall be deemed to be working in that role with the Client for the original intended duration or likely duration of the relevant Assignment, whichever is the longer. For the avoidance of doubt, time spent by the Agency Worker working during an assignment before 1 October 2011 [or 5 December 2011] does not count for the purposes of the definition of “Qualifying Period”.

 

1.4 “Temporary Work Agency” means as defined in Regulation 4 of the AWR being a person engaged in the economic activity, public or private, whether or not operating for profit, and whether or not carrying on such activity in conjunction with others, of:

1.4.1 supplying individuals to work temporarily for and under the supervision and direction of Clients; or

1.4.2 paying for, or receiving or forwarding payment for, the services of individuals who are supplied to work temporarily for and under the supervision and direction of Clients

.

Notwithstanding paragraph (b) of this definition a person is not a Temporary Work Agency if the person is engaged in the economic activity of paying for, or receiving or forwarding payments for, the services of individuals regardless of whether the individuals are supplied to work for Clients. For the purpose of this definition, a “Client” means a person engaged in economic activity, public or private, whether or not operating for profit, to whom individuals are supplied, to work temporarily for and under the supervision and direction of that person.