Enhanced Care Services Ltd – Terms and Conditions

THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSES 5 – 9 (CUSTOMER OBLIGATIONS), CLAUSE 6.3 AND CLAUSE 9.16 (CANCELLATION CHARGES) AND CLAUSE 15 (LIMITATION OF LIABILITY).

Interpretation

The following definitions and rules of interpretation apply in these Conditions.

Definitions:

Ambulance Services: private ambulance transport services for Customers who are unable to use public or other transport methods and/or need additional specialist support for their journey.
Booking: the Customer's order for Services as set out in the Supplier’s website request form, email or phone.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 10.
Commencement Date: has the meaning given in clause 2.3.
Conditions: these terms and conditions as amended from time to time in accordance with clause 19.5.
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Customer: the person or firm who purchases Services from the Supplier.
Customer Default: has the meaning set out in clause 5.2.
Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (“DPA 2018”); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).
Deliverables: any deliverables produced by the Supplier for the Customer (if applicable).
Education Services: planning and delivery of courses intended to develop candidates’ skills and knowledge, includes private course bookings.
Event Medical Cover Services: event medical cover, first aid care services and event medical consultancy.
Ambulance Transfer Services: private patient transfers and ad hoc ambulance work.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, 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.
Quote: the Supplier’s quote for the Services.
Risk Assessment: a systematic process used to identify, evaluate, and prioritise potential risks that could negatively impact the operations of the Customer in relation to the Services and/or the Supplier’s provision of the Services, so as to manage and mitigate these risks before they escalate into critical issues.
Risk Management Plan: a key project management process to enable potential risks (that could negatively impact the operations of the Customer in relation to the Services and/or the Supplier’s provision of the Services) to be anticipated and their negative impact reduced.
Services: the services, including the Deliverables, supplied by the Supplier to the Customer and which may include Event Medical Cover Services, Ambulance Services and/or Education Services as set out in the final agreed version of the Service Schedule agreement.
Service Date: means the commencement date on which the Services are to be provided.
Service Schedule: the description or specification of the Services required by the Customer and provided by the Customer initially in the Booking via the Supplier’s online request form on the Website and as subsequently amended by the Supplier and Customer to produce a final form Service Schedule pursuant to which the Supplier shall deliver the Services which shall be communicated to the Customer via email or via a Xero quotation/invoice.
Supplier: Enhanced Care Services Ltd registered in England and Wales with company number 09717413.
Supplier Materials: has the meaning set out in clause 5.1(g).
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
Website: www.enhancedcareservices.co.uk

Interpretation:

A reference to legislation or a legislative provision:

is a reference to it as amended, extended or re-enacted from time to time; and
shall include all subordinate legislation made from time to time.

Any words following the terms including, include, in particular, for example 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.
A reference to writing or written includes email.

Basis of contract

The Booking constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
The Customer must provide their request for Services and initial version of the Service Schedule at the time of making the Booking. The Customer is required to supply as much information about the Services they require as possible to enable the Supplier to adequately assess the Customer’s requirements and update the Service Schedule as necessary to detail the Services to actually be provided to the Customer under the Contract.
The Booking shall only be deemed to be accepted when the Supplier issues written acceptance of the Booking via email or accepts the online Xero quotation, and the Supplier may provide an amended and final Service Schedule as agreed between the Supplier and Customer, at which point and on which date the Contract shall come into existence (“Commencement Date”).
Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
Any Quote given by the Supplier shall not constitute an offer and is only valid on its date of issue unless otherwise expressly stated.

Supply of Services

The Supplier shall supply the Services to the Customer in accordance with the final version of the Service Schedule agreed between the Supplier and the Customer in all material respects.
The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Booking and/or the final version of the Service Schedule, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
The Supplier reserves the right to further amend the Service Schedule after the Contract has been made if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

Supplier Obligations in respect of all Services

The Supplier will provide the Services in a manner commensurate with good industry practice.
The Supplier may carry out its own Risk Assessments and create its own Management Plan in relation to the Services to be provided, however this does not relieve the Customer of any obligations to undertake their own Risk Assessment and or create a Management Plan under these Conditions.
The Supplier reserves the right to provide not less than 24 hours’ notice to the Customer to change any personnel providing the Services. If the Customer’s named contact cannot be reached, all reasonable effort shall be made by the Supplier to inform the Customer in some other manner. It is the responsibility of the person booking on behalf of the Customer, to ensure an appropriate system/route of communication is made known to the Supplier. Where there is any reduction in the Services to be provided due to the change in personnel, the Supplier shall reflect such in the Charges within 28 days of the Service Date.

Customer obligations applying to all Services

The Customer shall:

ensure that the terms of the Booking and the final version of the Service Schedule are complete and accurate;
cooperate with the Supplier in all matters relating to the Services;
provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation, location for the event (if applicable) and other facilities as reasonably required by the Supplier;
provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
prepare the Customer's premises (including any hired locations) for the supply of the Services;
obtain and maintain all necessary licences, permissions and consents which may be required for the Services and/or the location where the Services are to be provided before the date on which the Services are to start;
keep all materials, equipment, documents and other property of the Supplier (“Supplier Materials”) provided to the Customer in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation;
comply with any additional obligations as set out in the final version of the Service Schedule; and
comply with any further obligations in clauses 6, 7, 8 and/or 9 as applicable to the Services in the Booking.

If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation, including under clauses 5 – 9 inclusive, (“Customer Default”):

without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this 5.2; and
the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

Additional Customer Obligations applying to Event Medical Cover Services and Ambulance Services

Where the provision of any Services will take longer than 5 hours, the Customer must allow time for Supplier personnel to take adequate rest break(s).
The finish time for the provision of Services specified on the Quote and/or the final version of the Service Schedule shall be considered as the finish time of the Services requested. If the Services are required to be provided beyond this finish time, the Supplier reserves the right for its personnel to leave at the finish time specified in the Quote and/or the final version of the Service Schedule. The Customer must discuss any possible overrun with the Supplier’s on-call manager. Where the Supplier’s personnel are willing to remain for an overrun beyond the time stated in the Quote or the final version of the Service Schedule, additional charges shall apply in accordance with the Supplier’s standard rates for such Services pursuant to clauses 10.3 and 10.4 below.
If the Customer wishes to cancel the Services or change the location, timings or date of the provision of the Services, the Customer must give the Supplier notice via email and telephone. The following charges (“Cancellation Charges”) shall apply where any cancellation or changes to the Services are requested by the Customer in relation to Event Medical Cover Services and/or Ambulance Services:

within 7 days of the Service Date, 100% of the Charges shall be payable;
within 7 days of the Service Date, 50% of the charges shall be payable;
within 28 days of the Service Date, an administration fee of 10% shall be payable;
beyond 28 days of the Service Date, no Charges shall be payable;
if no notice is given, then 100% of the Charges shall be payable.

Due to other bookings, the Supplier makes no guarantee that it will be able to provide the Services where the Customer requests to make a change to the location, date or time for the provision of the Services and the Cancellation Charges at clause 6.3 above will still apply where the new location, date or time cannot be accommodated by the Supplier.
The Customer must ensure that the Supplier’s personnel do not find themselves in threatening situations. The Supplier’s personnel shall be entitled to leave and cease the provision of the Services if they, at their sole discretion, feel threatened or unsafe and no refund for the Services shall be given by the Supplier.
The Customer must ensure that the Supplier and/or its personnel have free and clear access and egress to and from the site for the provision of the Services for vehicles, including adequate and secure, free parking facilities.
The Customer must ensure that inclusion of other medical personnel at the event or site where the Services are to be provided is notified to the Supplier in advance and that they are introduced to the Supplier’s manager or team leader on arrival. Where more than one supplier is required, it is important for all the providers involved to be aware that they will be working alongside other organisations and agree, in writing, that this is acceptable. There will need to be very clear written roles and responsibilities, as well as which provider is covering which area and who is to be the senior medical manager (or similar title).
Acceptance of Bookings for Event Medical Cover Services or Ambulance Services and the Charges in the Quote for the provision of such Services is made by the Supplier on the understanding that the details of the event or ambulance transfer submitted by the Customer are accurate and correct. If the Supplier discovers, or is notified of, changes to these details, such as levels of resources required, duration, time or location of event or transfer, the Supplier reserves the right to revise the Charges, or to reconsider providing the Services.
If upon arrival at the event or the ambulance transfer collection point (as applicable), the Supplier’s personnel in attendance considers the event or ambulance transfer to be larger or of a higher risk than stated in the Booking, the final version of the Service Schedule and/or any subsequent correspondence with the Customer, the Supplier reserves the right to withdraw from the provision of the Services. No refund shall be given and the Supplier accepts no liability for any loss the Customer may incur due to the termination of the Services in such circumstances.

Additional Customer Obligations applying to Event Medical Cover Services

As the Organiser of the event, the Customer retains full responsibility for ensuring that a satisfactory Risk Assessment has been carried out for the event and that their Risk Management Plan has been executed.
The Customer must ensure that any structures designated for the treatment of patients are clearly defined and identifiable. A dry, covered, clean and private area must be provided either by the Customer or by the Supplier (at the Customer’s cost).
The Customer must ensure that sufficient arrangements are made to ensure that medical and emergency vehicles can move through the event ground unhindered.
The Customer must adhere to any reasonable request by the Supplier to stop or alter the event while treatment of any person takes place.
The Customer must make all their staff at the event aware of where the Supplier’s first aid post(s), personnel and/or ambulance(s) are located. Communication plans should also provide contact information for the Suppliers personnel so as to enable the Customer’s staff to assist any requests from participants or spectators for Event Medical Cover Services.
Should the event be of such a size that the Customer is using maps, plans and/or radio equipment, the Supplier and their personnel must be provided with them a reasonable period in advance of the event. It is the Customer’s responsibility to ensure an appropriate system/route of communication is made known to the Supplier and their personnel unless otherwise agreed.
The Customer is responsible for ensuring that all necessary licences to operate the event have been obtained and for compliance with all conditions associated with such licences and in respect of all relevant legislation, regulations or similar. Failure to comply with the requirements of this clause may be treated by the Supplier as a fundamental breach of these Conditions and the Supplier and their personnel will be entitled to immediately leave the event and terminate the provision of the Services. No refund shall be given by the Supplier in such instances.
If, in the Supplier’s opinion, a suitable level of cover cannot be agreed for the provision of the Event Medical Cover Services, or the Customer’s event appears to put the Supplier’s personnel at unacceptable risk of injury or illness, the Customer reserves the right not to proceed with the provision of the Services or any part of the Services.
It is the Customer’s sole obligation and responsibility to ensure that the level of cover requested from the Supplier complies with all statutory regulations and requirements laid down by any governing body relating to such an event.
The Customer acknowledges and accepts that it may be necessary for the Supplier’s personnel to leave the event, in order to obtain further medical care for any person they are treating when providing the Event Medical Cover Services. The Supplier accepts no liability should this mean that the event has to cease due to such a reduction of first aid cover and the Customer should ensure they have made provision for such scenario.

Additional Customer Obligations applying to Ambulance Services

The Customer is responsible for telling the Supplier in the Booking, the Service Schedule and/or during the booking process of any specific risks that may be encountered in the provision of the Ambulance Services.
It is the Customer’s sole responsibility as the body organising the Ambulance Services to ensure that the level of cover requested complies with all statutory regulations and requirements laid down by any governing body relating to ambulance transfers.

Additional Customer Obligations applying to Education Services and/or Private Courses

A copy of these Conditions will be made available to Customers via the online booking system. Customers will have a maximum of 3 Business Days from the date a Booking is made to cancel the booking (or until the commencement date on which the Education Services or Private Courses are to be provided, if earlier), failing which the Booking will be deemed to have been accepted at that time subject to these Conditions.
The Customer’s place on a course will not be guaranteed until payment has been made in full. No material relating to the Booking will be shared with the Customer until payment has been received by the Supplier in full in cleared funds.
The Supplier will make the course available at the location and on the date and at the time scheduled for the applicable course. It is the Customer’s sole responsibility to attend the course at the relevant location, date and time. No refund will be given where the Customer fails to do so.
Where the Supplier needs to send information about, or resources for the course, the Customer must provide an accurate and up-to-date postal and email address and notify the Supplier without delay of any errors or omissions.
The Customer must advise the Supplier of any special needs or requirements at the time of making the Booking. If the Customer fails to do so, the Supplier may not be able to accommodate such needs or requirements and no refund will be given.
The Supplier reserves the right to provide alternative personnel to lead the courses to those advertised at the time of the Booking.
Certain courses may require the Customer to already hold certain qualifications or experience levels. It is the Customer’s sole responsibility to ensure they read the requirements of the course available on the Website or contact the Supplier if the Customer has any queries, to ensure they are eligible before making a Booking for such course.
Education Services may be provided via e-learning or in-person courses. Where Education Services are provided via e-learning, the Customer must ensure they have the necessary equipment and internet access to allow them to fully access the course. The Customer must ensure they have completed any e-learning modules before attending the practical days of the course.
The Customer may be required to complete certain teaching assignments prior to attending the face-to-face element of the course and if they have not done so, the Customer may not be able to attend or complete the course and no refund will be given.
Some Bookings are subject to course regulations pertaining to preparation time. Where this applies, customers will be made aware of the recommended preparation time. If a Customer places a Booking with less than the recommended preparation time they do so with the acknowledgement that;

they have been made aware of the relevant timeframes and opted to proceed regardless; and
Customers will not be able to use the lack of preparation time as a mitigating factor if unsuccessful in passing the course.

Some courses may require the Customer to attend further courses to complete the relevant qualification. As above, the Customer must ensure they make themselves aware of the requirements and are prepared to attend the further courses when making a Booking for the original course.
Some courses may require the Customer to attend multiple days to complete the course. As above, the Customer must ensure they make themselves aware of the requirements and are required to attend all days of the course in full. No refund will be given if the Customer fails to do so. The Customer may be required to present certain ID, qualification or other documentation before or at the time of attending the course. If the Customer is unable to present such, the Customer may not be able to attend or complete the course and no refund will be given.
There may be some occasions where materials required for a course are not provided by the Supplier. In these cases, the Customer will be informed of the necessary materials they will need to have to attend the course and it is the sole responsibility of the Customer to ensure they have acquired the necessary materials prior to attending. Where a Customer is unable to source the required materials ahead of the course date, they must inform the Supplier who may be able to provide further guidance.
The Customer must ensure they dress in appropriate clothing which must be safe and practical, including appropriate footwear relevant to the course requirements. If there are specific dress code requirements the Supplier will make the Customer aware of this at the time of making the Booking.
Refreshment and catering services may be provided. The Customer must ensure the Supplier is made aware of any allergies or nutritional requirements at the time of making a Booking. The Supplier will notify candidates of their intention to provide or not provide catering services on a course date and will not be held accountable where no catering service is provided on-site where prior notice has been given.
If an individual Customer wishes to cancel their Booking for Education Services and/or Private Courses, the Customer must give the Supplier notice via email and telephone. The following charges (“Cancellation Charges”) shall apply where any cancellations are requested by the Customer:

If the Customer cancels their Booking within 14 days of the course start date then no refund will be given.
If the Customer cancels their Booking with greater than 14 days notice then a refund for the course cost will be given minus the following deductions:

fixed course costs and fees incurred by the Supplier; and
an administration fee which will be 10% of the Booking cost.

In some cases, the Supplier will look to move the Booking to a new course date but in the case that this is not possible and a cancellation is necessary, the above Conditions will apply.

In relation to Private Courses the Conditions in this clause 9 will apply. In addition, the Supplier makes no guarantee that it will be able to provide the Services where the Customer requests to make a change to the location, date or time for the provision of the Services and the Cancellation Charges at clause 9.16 above will still apply where the new location, date or time cannot be accommodated by the Supplier.

Charges and payment

The Charges shall be as set out in the Supplier’s Quote.
Once the Supplier has accepted the Customer’s Booking, the Supplier shall raise an invoice for the Charges.
Any additional Charges which may arise pursuant to clause 6.2 or otherwise under these Conditions will be invoiced following the end of the provision of the Services.
Any additional Charges for the Services shall be calculated on a time and materials basis:

the Charges shall be calculated in accordance with the Supplier's daily standard fee rates; and
the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

The Customer shall pay each invoice submitted by the Supplier:

within 30 days of the date of the invoice, unless otherwise stipulated on the invoice; and
in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”) except where otherwise stated. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. Amounts payable by the Customer under the Contract for Educational Services and/or Private Courses and inclusive of VAT.
If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 16, the Customer shall pay an late payment fee and interest on the overdue sum in line with HMRC late payment guidelines from the due date until payment of the overdue sum, whether before or after judgement. Interest under this 10.7 will accrue each day at 8% a day above the Bank of England's base rate.
All amounts due under the Contract 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).

Intellectual property rights

All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
The Customer must not copy or modify any Deliverables without the prior consent in writing of the Supplier.
The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

Data Protection

The parties shall fully comply with all of their obligations under the Data Protection Legislation.
With regard to details of persons treated by the Supplier’s personnel, personal information will only be provided upon a request by legal representation and/or by written consent of the individual concerned, all subject at all times to the Data Protection Legislation. The Supplier will provide the Customer with a summary of patients treated, and in the event of reportable injuries or illnesses under RIDDOR or other legislation, the Supplier will provide the Customer with enough details to make a referral to the relevant authority.

Freedom of Information Act

If the Customer is subject to the Freedom of Information Act (2000) request, then the Customer agrees that before disclosing any information about the Supplier, the Customer will consult with the Supplier in order to consider if any exemption to disclosure may be applied. Where the Supplier is involved in the reasons for the disclosure, the Customer will also provide the Supplier with a copy of the FOI request and any subsequent disclosure.

Insurance

The Customer must have in place appropriate public liability insurance cover with a limit of at least £10 million for claims arising from a single event or series of related events in a single calendar year;
The Customer is advised to arrange appropriate event cancellation insurance. The Supplier will not accept liability for any loss which the Customer incurs in relation to cancellation by the Supplier which could have been covered by such insurance.

Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

References to liability in this clause 15 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
Nothing in this clause 15 shall limit the Customer's payment obligations under the Contract.
Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; and
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

Subject to clause 15.2 (No limitation in respect of deliberate default), and clause 15.4 (Liabilities which cannot legally be limited), the Supplier's total liability to the Customer for all loss or damage shall not exceed the Charges paid by the Customer to the Supplier.
Subject to clause 15.2 (No limitation in respect of deliberate default), clause 15.3 (No limitation of customer's payment obligations) and clause 15.4 (Liabilities which cannot legally be limited), this clause 15.6 sets out the types of loss that are wholly excluded:

loss of profits.
loss of sales or business.
loss of agreements or contracts.
loss of anticipated savings.
loss of use or corruption of software, data or information.
loss of or damage to goodwill; and
indirect or consequential loss.

The Supplier has given commitments as to compliance of the Services with relevant Service Schedule in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
In the case of Ambulance Services, neither the Supplier nor the Supplier’s personnel shall be liable under any circumstances, for any damage to land or property in the event of access being required to a patient or to allow egress from a site during the provision of the Services.
This clause 15 shall survive termination of the Contract.

Termination

Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so, or at least 7 days before the Services are to be provided (whichever is the earlier);
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:

the Customer fails to pay any amount due under the Contract on the due date for payment;
the Customer becomes subject to any of the events listed in clause 16.1(c) or clause 16.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and
the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 16.1(b).

Consequences of termination

On termination or expiry of the Contract:

the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

Complaints

Any complaints or disagreements regarding the Services or the Supplier’s personnel should be taken up with:

the ECS Event lead at the Event (in the case of Event Medical Cover Services);
the ECS Ambulance Operations Manager (in the case of Ambulance Services); or
the ECS Education Delivery Manager in the case of Educational Services.

If the issue cannot be resolved, all complaints must be made to the Executive Leadership team in writing.

General

Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (including but not limited to fire, storm, flood, epidemic or pandemic) on the condition that:

the affected party agrees to inform the other party in writing as soon as it becomes aware that its performance is likely to be affected.
the occurrence of a force majeure event shall not release The Customer from its obligation to pay any due sums under the terms of this contract.

Assignment and other dealings.

The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
The Customer 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 the Contract without the prior written consent of the Supplier.

Confidentiality.

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, except as permitted by clause 19.3(b).
Each party may disclose the other party's confidential information:

to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. 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 19.3; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority (when, where practicably possible, full consultation will take place between the parties prior to such disclosure).

Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

Entire agreement.

The Contract 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.
Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.
Nothing in this clause shall limit or exclude any liability for fraud.

Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract 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 the Contract 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 the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract is deleted under this 19.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Notices.

Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified by one party to the other from time to time.
Any notice or communication shall be deemed to have been received:

if delivered by hand, at the time the notice is left at the proper address;
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 sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

This clause 19.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

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 to enforce any term of the Contract.
Governing law. The Contract, 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.
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 the Contract or its subject matter or formation.

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