Booking Form: the booking form in which specifics of the parties and Services are stated and to which these Conditions apply.
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 Client for the supply of the Services by the Supplier, as set out in the Booking Particulars and/or Charges Particulars of the Booking Form.
Conditions: these terms and conditions set out in Clause 1 to Clause 21.
Contract: the contract between the Client and the Supplier for the supply of the Services in accordance with the Booking Form, these Conditions and any Schedules.
Deliverables: all documents and materials developed by the Supplier or its personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications.
Intellectual Property Rights: rights to inventions, copyright and trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights.
Legal Responsibility: all the rights, duties, powers, responsibilities and authority that a parent or guardian of a child has in relation to the child and the child’s property under the Children Act 1989 (as amended from time to time) and/or other applicable mandatory requirements of the law, which includes the concept of “parental responsibility” as defined in Section 3 of the Children Act 1989 (as amended from time to time).
Patient: the person who is to receive the Services as a result of the Client engaging us under the terms of the Contract.
Requested Services Start Date: the day on which the Supplier is to start provision of the Services, as set out in the Booking Particulars of the Booking Form.
Services: the services, including without limitation any Deliverables, to be provided by us pursuant to the Contract, as described in the Booking Particulars and/or Services Particulars of the Booking Form.
Supplier IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Client Materials incorporated in them.
HCPC: the Health Care Professional Council.
We/us/our or Supplier: means Shropshire Autism Service Ltd (company number 11757559) whose registered office is at Charlesworth Court, Knights Way, Battlefield, Shrewsbury, SY1 3AB.
You/your or Client: the individual signing these Conditions as detailed in the Booking Form.
1.2 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
1.3 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.
1.4 A reference to writing or written includes email but not faxes.
2. IF YOU HAVE CONCERNS ABOUT OUR SERVICES
2.1 If you think there is something wrong with our Services to you or you have any other concerns, you must contact us promptly by calling us on 0300 303 0667, by writing to Shropshire Autism Service Ltd, Charlesworth Court, Knights Way, Shrewsbury, SY1 3AB, or by sending an email to firstname.lastname@example.org.
2.2 Some of your legal rights as a consumer under the Consumer Rights Act 2015 are summarised below, but these are subject to certain exceptions:
- You can ask us to repeat or fix a service if it is not carried out with reasonable care and skill or get some money back if we cannot fix it.
- If a price has not been agreed upfront, what you are asked to pay must be reasonable.
- If a time has not been agreed upfront, it must be carried out within a reasonable time.
2.3 You also have a statutory right to cancel the Contract. More details on this right are set out in clause 10.1 below.
2.3 For more detailed information about your rights as a consumer please visit the Citizens Advice Bureau website at www.citizensadvice.org.uk.
2.4 We may take enforcement action if you leave any online reviews about us which are false and lead to us suffering harm (either to our reputation or our income) or which are malicious. Such action may involve removing such reviews from the website on which they are published or obtaining a court order for their removal where we are permitted by the law to do so.
3. SUPPLY OF SERVICES
3.1 We shall supply the Services to you from the Requested Services Start Date in accordance with the Contract and in compliance with the Code of Ethics and Conduct as published by the HCPC.
3.2 In supplying the Services, we shall:
3.2.1 use reasonable care and skill;
3.2.2 use reasonable endeavours to perform the Services in accordance with the service description set out in the Service Particulars in the Booking Form;
3.2.3 comply with all applicable laws, statutes, regulations from time to time in force (and we shall not be liable for any breach of the Contract as a result of such compliance).
3.3 The parties to the Contract agree and understand that we do not warrant that any particular finding, prognosis, diagnosis, result, or other outcome will be achieved or is achievable through the provision of any Services. In particular we do not warrant that the results of our Services will be the same or different to any similar services that the patient has received from (or any other assessment that the patient has had done by or through) any third party or otherwise outside the scope of our engagement and Services.
4. YOUR OBLIGATIONS
4.1 Please note that our Services are dependent on support from you. You must therefore:
4.1.1 co-operate with us in all matters relating to the Services; and
4.1.2 provide, in a timely manner, such information as we may require, and ensure that it is accurate and complete in all material respects.
4.2 If our performance of our obligations under the Contract are prevented or delayed by any of your acts or omissions, we shall:
4.2.1 not be liable for any costs, charges or losses sustained or incurred by you that arise from such prevention or delay (whether or not foreseeable in accordance with the terms contained in clause 8.2.1);
4.2.2 be entitled to payment of the Charges despite any such prevention or delay; and
4.2.3 be entitled to recover any reasonable additional costs, charges or losses that we sustain or incur that are foreseeable (in accordance with terms contained in clause 8.2.1) as a result of such prevention or delay.
5. CLIENT AND CONSENT
5.1 It is understood by you that the Services to be provided under the Contract are intended to benefit the Patient.
5.2 Where we provide our Services to patients over the age of 18 for the purposes of the Contract, the Patient and Client will be one and the same and subject to these Conditions and other terms of the Contract.
5.3 We may provide our Services to patients under the age of 18 in which case the following shall apply:
5.3.1 Consent for the purposes of the Contract is to be obtained from the person with Legal Responsibility for the Patient.
5.3.2 The signature to the applicable confirmation and declaration for Legal Responsibility (in the form prescribed by us) will be obtained prior to undertaking any Services, which include assessment or intervention.
5.3.3 You the Client (in this context the person with Legal Responsibility for the Patient) hereby agree and acknowledge that by signing this Contract (and the applicable Legal Responsibility confirmation and declaration) have the legal right to do so and will be liable for the performance of the patient’s obligations.
5.3.4 In providing services psychologists must consider the feelings of any child or young person in any decision making under the Children Act 1989. If the Patient is of sufficient understanding to make informed choices, we will seek to obtain their valid consent prior to undertaking any services, irrespective of the child’s age.
5.3.5 We will ask you whom you should wish to be informed of our assessment or treatment under the Services. The Client will usually be provided with copies of any request or be given feedback so that they are kept fully informed (but any sharing of information may be restricted under the other terms of the Contract or the law).
5.3.6 If the Patient refuses consent or withdraws consent previously given (whether concerning the receipt of any Services or sharing of findings, prognosis, diagnosis, results or other information with you or any other person), that decision may be overruled by a person with Legal Responsibility who can give consent to an intervention or other applicable issue when it is deemed to be in the Patient’s best interest to do so. Where the decision is made not to overrule the lack of consent then we cannot provide the Services and the Contract will end at the time of the decision of the said parent or guardian. However, in any event, if there is a contradiction between your instructions or consent as a person with Parental Responsibility on the one hand and the instructions or consent of the child Patient on the other hand, we reserve the right to (i) honour the patient’s instructions (without informing or consulting you and without seeking your further consent to the extent we are permitted to do so by the law and our professional conduct rules), or (ii) not honour the patient’s instructions (to the extent we are permitted to do so by the law and our professional conduct rules) and terminate the Contract immediately.
5.3.7 Where there is a contradiction between the instructions or consent from a person with Legal Responsibility and the instructions or consent of any other person purporting to act for the Patient, we will honour the instructions and consent of the person with Legal Responsibility to the extent that we are permitted to do so by the law and our professional conduct rules.
5.3.8 Where there is more than one person with Legal Responsibility (for example, two parents that each have parental responsibility within the meaning of Section 3 of the Children Act 1989 (as amended from time to time)) and there is a contradiction between the instructions or consent from such persons, we will cease providing our Services and any sharing of information unless and until there is a joint instruction or joint consent for such persons in writing or a court order directing or authorising a course of action.
5.3.9 In any event, where there is a contradiction between our mandatory legal obligations and/or professional conduct requirements on the one hand and your instructions and/or the Patient’s instructions on the other hand, you accept and agree that we are to comply with the mandatory requirements of the law or our professional conduct rules.
5.4 Where another person is under an obligation to make payments on your behalf under a separate payment undertaking, yours and that other person’s obligations to make payment shall be joint and several, meaning that we can pursue payment in full from either you or that other person separately or collectively. We are not obliged to consult or notify that other person, or get his, her or their consent for any dealings or arrangements between the Supplier on the one hand and the Client and/or Patient on the other hand.
6. INTELLECTUAL PROPERTY
6.1 We shall retain ownership of all Supplier IPRs, case notes and all communications prepared under the terms of this Contract.
6.2 The provisions of this clause shall apply to all materials created under this Contract including any audio or video taping of any Services delivered by us.
7. CHARGES AND PAYMENT
7.1 In consideration for the provision of the Service, you shall pay us the Charges and expenses set out in the Charges Particulars of the Booking Form.
7.2 Any Charges and expenses that are not required by us to be paid at the time of booking our Services shall be paid upon our production of an invoice in accordance with this Clause 7.
7.3 In the event of continuing or ongoing services being provided by us, we will charge for such services at the hourly rate(s) set out in the Services Particulars of the Booking Form. Such charges must be paid for upon our production of an invoice.
7.4 We reserve the right to charge a fee for any Extra Work done by us under the Contract as set out in the Charges Particulars.
7.5 All undisputed amounts due under the Contract from you to us shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.6 In the event of a dispute over any sums or fees payable under this Contract, such sums that are not in dispute shall be payable when due irrespective of any counter claim that may be alleged.
8. LIMITATION OF LIABILITY
8.1 The restrictions on liability in this Clause 8 apply to every liability arising under or in connection with the Contract, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2 We shall be under no liability whatsoever to you for:
8.2.1 any unforeseeable loss or expense (including any business losses, which may include loss of profit, loss of business, business interruption or loss of business opportunity) suffered by you arising out of the breach by us of the Contract (and for this purpose loss or damage is “foreseeable” if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process);
8.2.2 anything you could have avoided by taking reasonable action, including following our reasonable instructions;
8.2.3 anything outside of our control (as long as we have taken the steps set out in Clause 9.5); or
8.2.4 any combination of the above.
8.3 We provide information and advice when providing the Services. Such information and advice will be based upon information available to us at the time. We are not responsible for the accuracy, incompleteness or misleading nature of information provided to us by you and/or the Patient. You agree and understand that we are not responsible for the consequences of anything resulting from the provision of inaccurate, incomplete or misleading information provided to us and you shall be responsible for any loss or damage resulting therefrom.
8.4 It is your decision whether or not you accept any advice given by us. We accept no liability for any unforeseeable loss or damage sustained by you which is consequent upon any use made by you of any information, opinions and advice given by us.
8.5 Nothing in these Conditions shall restrict or exclude liability for death or personal injury caused by our negligence or for anything else where we cannot exclude or limit our liability under the law. Where you are a consumer, your statutory rights as a consumer shall also not be affected by anything in these Conditions.
9. OUR RIGHT TO TERMINATE
9.1 We may (without affecting any other rights or remedies which we may have against the you) end the Contract straight away if:
9.1.1 you commit a breach so serious to justify the ending of this Contract and you have failed to remedy that breach (if capable of remedy) within 14 days after receiving written notice of such breach (examples of a serious breach under this clause include, but are not limited to situations whereby):
188.8.131.52 you do not make any payment to us when it is due;
184.108.40.206 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services;
9.1.1. 3 you or anyone accompanying you is behaving or has behaved in a threatening or abusive manner to our employees, agents or any third-party contractors; or
220.127.116.11 our performance of the Services could cause a breach of any statutory or regulatory requirements.
9.1.2 you become bankrupt or if you enter into any formal or informal agreement with your creditors (including an individual voluntary arrangement);
9.1.3 we find out that you are unable to pay your debts as and when they fall due, or you enter into any arrangement for the benefit of or composition with your creditors;
9.1.4 your conduct or behaviour (or the conduct or behaviour of the Patient) is such that we are of the reasonable opinion that Services should stop for the protection and wellbeing of our staff or consultants, or the protection of our property; or
9.1.5 any combination of the above applies.
9.2 Where consent is necessary for the provision of the service to you that is not obtained from you or is withdrawn then for as long as the absence of consent continues, we shall be under no duty to provide the Services. For the avoidance of doubt in such a case no breach of the Contract will have occurred.
9.3 In the continuing absence of the necessary consent or information we shall be entitled to terminate the Contract by notice in writing to you. The Contract shall terminate on delivery of that notice.
9.4 Where you have failed to obtain any permissions or authorisations as may be necessary for the carrying out of the service or where you have failed to make available any data or information as may be deemed by us to be necessary to provide the Service then without liability to you our obligations under the Contract shall be suspended for the duration of such default.
9.5 If our supply of the Services is delayed by:
- any act of God, natural disaster, or severe adverse weather conditions (to include, but not limited to, fires, floods, and storms);
- riots, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism;
- any outbreak, continuance or development of any epidemic or pandemic in its original or mutated/varied form;
- any introduction of or change in any law or government sanction, prohibition, restriction or binding guidance or requirement;
- shortage or unavailability of fuel or raw materials;
- any statement, act, or omission of any person other than us, a member of the same corporate group as us, or their respective sub-contractors, employees, or agents;
- any event, occurrence, or circumstance beyond our reasonable control; or any combination of the above,
we will contact you as soon as possible to let you know and do what we can to reduce the delay. As long as we do this, we will not compensate you for the delay, but if the delay is likely to be substantial you can contact us by calling 0300 303 0667, writing to Shropshire Autism Service Ltd, Charlesworth Court, Knights Way, Battlefield, Shrewsbury, SY1 3AB or sending an email to email@example.com to end the contract and receive a refund for any Services you have paid for in advance, but not received, less reasonable costs we have already incurred.
10. YOUR RIGHT TO TERMINATE OR CANCEL
10.1 Statutory right to cancel
10.1.1 Where you as an individual seek to commission the Services for reasons wholly outside of your trade, business, craft or profession you will be classified as a “consumer” under the law.
10.1.2 Once a Contract is made, an individual who is a consumer has a statutory right to cancel the Contract up to 14 calendar days from the day on which the Contract was made. The Contract is made when the Booking Form is signed by both you and us or the last of us (as the case may be) and this is defined as the Contract Formation Date in the Booking Form.
10.1.3 If you request that the Services begin within the statutory 14 calendar day cancellation period (that is, if the Requested Services Start Date is not after the 14-calendar day cancellation period), your right to cancel may be limited or lost.
10.1.4 By requesting that the Services begin within the statutory cancellation period you acknowledge and agree that:
10.1.4.1 If the Services are fully performed within the 14-calendar day cancellation period, you will lose your right to cancel after the Services are fully performed.
10.1.4.2 If you cancel the Services after they have begun but are not yet complete (where applicable) you will be required to pay for the Services supplied up to the time at which you inform us that you wish to cancel. The amount due shall be calculated in proportion to the full price of the Services and the actual Services already provided. Any sums that you have already paid shall be refunded subject to deductions calculated in accordance with this clause 10.1.4.2.
10.1.5 If you wish to exercise your right to cancel under this Clause 10.1, you must inform us of your decision. You may do so in any way that is convenient for you. Please ensure that you inform us of your decision to use the statutory right to cancel before the 14-calendar day cancelation period expires. Please note that the cancellation period is defined as whole calendar days. If, for example, you send us an email or a letter by 23:59 on the final day of the cancellation period, your cancellation will be valid and accepted.
10.1.6 You may contact us to cancel the Contract under your above stated statutory cancelation right by:
10.1.6.1 Telephone on: 0300 303 0667;
10.1.6.2 Email to: firstname.lastname@example.org;
10.1.6.3 Post to: Shropshire Autism Service Ltd, Charlesworth Court, Knights Way, Shrewsbury, SY1 3AB.
10.1.7 We may ask you why you have chosen to cancel and may use any answers you provide to improve our Services; however, you are under no obligation to provide any details if you do not wish to.
10.1.8 Refunds under this Clause 10.1 will be issued to you no later than 14 calendar days after the date on which you inform us that you wish to cancel.
10.1.9 Refunds under this Clause 10.1 will be made using the same payment method you used when ordering the Services unless you specifically request that we make a refund using a different method. You will not incur any costs as a result of the making of the reimbursement.
10.1.10 A reimbursement will be made by the same method used to make the payment unless an alternate method of payment is agreed.
10.2 Your other termination or cancellation rights
10.2.1 If you lose the right to cancel the Contract under clause 10.1 or if you consent to the services starting within the 14-day cooling off period, you may still terminate or cancel the Contract or any particular appointment at any time and for any reason.
10.2.2 If you terminate or cancel a particular appointment under clause 10.2.1, the following refunds shall apply:
10.2.2.1 where you cancel more than 14 days after your booking AND more than 48 hours before the applicable appointment, we will refund you 50% of the Charges for that appointment; or
10.2.2.2 where you cancel more than 14 days after your booking but 48 hours or a shorter period before your applicable appointment, we may either not refund any amount at all or refund such proportion of the Charges received by us as we deem appropriate (if any) in our sole discretion.
10.2.3 If you terminate or cancel the whole Contract under clause 10.2.1, the following refunds shall apply:
10.2.3.1 where you cancel more than 14 days after your booking AND more than 48 hours before your then outstanding appointment, we will refund you 50% of the Charges for that appointment and 50% of the Charges for all other outstanding Services not yet performed; or
10.2.3.2 where you cancel more than 14 days after your booking but 48 hours or a shorter period before your then outstanding appointment, we may either not refund any amount at all or refund such proportion of the Charges received by us as we deem appropriate (if any) in our sole discretion.
11. OTHER CONSEQUENCES OF TERMINATION
11.1 The following shall apply subject to your statutory rights under clause 10.1:
11.1.1 On the expiry or earlier termination of this Contract such expiry or termination shall not affect any of the parties rights which may have already accrued.
11.1.2 All rights and obligations of the parties on termination or expiry shall end at termination except where it is otherwise stated in this Contract.
11.1.3 Obligations of confidentiality shall continue notwithstanding the termination of the Contract.
11.1.4 Items belonging to each other will promptly be returned.
11.1.5 You shall immediately pay any outstanding unpaid undisputed invoices and interest (and in respect of Services supplied but for which no invoice has been submitted we may submit an invoice which shall be payable immediately on receipt).
12.1 The parties agree and understand that in the course of providing the Services under this Contract circumstances may make it necessary for the Services to be reviewed and if agreed to be changed. Any such proposed changes will be discussed between the parties and put into writing by the Supplier. You may accept the proposed changes or propose alternative changes but once the parties have settled the proposed changes, they shall constitute variations to the Contract.
12.2 Where variations are agreed the making of a variation shall not of itself alter these terms. We shall issue an amended description of the variations and any alterations in fees. On acknowledgement by you of the variations the Contract shall be deemed to have been varied so that the original should be read together with any variations.
12.3 No addition to variation of exclusion or attempted exclusion of any of these terms shall be binding on us unless they are in writing and signed by one of our duly authorised representatives.
12.4 This paragraph is subject to the provisions of paragraph 12.5 below. During the course of delivery of the Services we may form the opinion that it is not appropriate to continue to provide the Services to you of the sort agreed or at all. We therefore reserve the right to either change the nature of the Service being delivered or to terminate the Contract by written notice.
12.5 It shall not be a breach of the Contract and no liability shall accrue in a case where we make a decision to vary the nature of the Service or terminate the Contract under the provisions of paragraph 12.4. If we make the decision on clinical grounds and we reasonably believe that in all the circumstances a variation or termination is in the best interests of the Patient.
12.6 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.1 “Confidential Information” means any of the following information howsoever created, communicated, stored, recorded, or preserved:
13.1.1 contents of the Contract (or its previous drafts/versions);
13.1.2 contents of any letter, email, SMS text message, instant message or other communication of any kind concerning the Contract;
13.1.3 any information created or established under the Contract which is expressly agreed by the parties or can reasonably concluded to be imparted/shared in confidence;
13.1.4 any grievance, complaint, concern, or dispute in any way concerning the Contract;
13.1.5 any information concerning the business, affairs, suppliers, patients, clients, employees, consultants, distributors, representatives, advisers, sub-contractors, products, assessments, treatments, services, assets, liabilities, finances, accounts, communications, records, plans, processes, procedures, know-how, trade secrets or other unregistered intellectual property rights, rights, entitlements, obligations, commitments, disputes, claims, settlements, strengths, weaknesses, opportunities and threats of or concerning the other party;
13.1.6 all information to the extent that it has been or may be derived or obtained from any of the above information; or
13.1.7 any combination of the above.
13.2 We will only make keep and disclose information in accordance with any legislation and the policies and procedures of the HCPC.
13.3 Where we believe on good and proper grounds that we are not empowered or entitled to disclose any report or case notes or communications then this shall not constitute a breach of the Contract. When or if the impediment to disclose cease to have effect then we shall disclose any report or case notes or communications on request and without undue delay.
13.4 We shall not disclose any Confidential Information to any third party unless such disclosure is in accordance with the performance of our duties and/or is reasonably believed to be in your best interests.
13.5 Where you are in breach of any conditions of payment under the Contract, we shall have the right to retain any report, case notes or communications so long as the contracting party remains in default.
13.6 Where the terms of any Contract are that any report prepared by us is to be owned by another person or entity ownership shall not pass unless or until payment in full or other settlement of all fees, disbursements and expenses has been made.
13.7 Neither party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under the Contract.
14. ENTIRE AGREEMENT
14.1 Each party acknowledges that this Contract and the terms contain the whole Contract between the parties that it does not rely on any non-fraudulent or written representations made to it by the other or its employees or agent and that it has made its own independent investigations into all matters relevant to it.
15.1 The failure by a party to enforce at any time or for any period any one or more of the terms or conditions of this Contract (or the granting of extra time to comply) shall not be a waiver of them or of the right to subsequently enforce any term or condition of the Contract.
16.1 If any provision or part-provision of the Contract 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 16 shall not affect the validity and enforceability of the rest of the Contract.
17.1 Any notices communications or invoices required to be served on or delivered to either party shall be sent by pre-paid class post or delivered personally to the address of the relevant party shown at the head of this Contract or sent by email and shall:
17.1.1 In the case of posting be deemed to have been received by the addressee 2 workings days after the date of posting; and
17.1.2 In the case of personal delivery shall be deemed received on the next working day after delivery; and
17.1.3 In the case of an email be deemed to be received on the day of sending.
18. GOVERNING LAW
18.1 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.
19.1 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.