These terms and conditions (the “Conditions”) apply to each performance of Services (as defined below) agreed between the Customer (as defined below) and Proclaim Care Limited, a company incorporated in Scotland with company number SC287770 and having its registered office address at Princes Gate 2nd Floor, Castle Wing, Castle Street, Hamilton, Lanarkshire, Scotland, ML3 6BU (“Proclaim Care”).

1 Definitions & Interpretation

1.1 In these Conditions, the following words and expressions have the following meanings:

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are normally open for business;
“Charges” means the charges for the Services as notified by Proclaim Care to the Customer prior to performance of the Services or, where applicable, after the Services are agreed in the Rehabilitation Plan;
“Confidential Information” means information in whatever form relating to the business, products, services, materials, affairs and finances of each party for the time being confidential to the party of which it relates and trade secrets (including without limitation any Intellectual Property Rights), whether or not such information is marked confidential;
“Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company (and “Controls”, “Controlled” and “under common Control” shall be interpreted accordingly);
“Contract” has the meaning given in clause 3.4;
“Customer” means the person, firm or business who submits a Referral to Proclaim Care and pays the Charges for the Services;
“Customer Materials” means all materials, documentation, information and data supplied by the Customer to Proclaim Care; 
“Data Protection Laws” means all applicable data protection and privacy laws in force from time to time in the UK including:
(a) the UK GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement or supplement any such laws; and
(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
“Force Majeure” has the meaning given in clause 14.1;
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, 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 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;
“Proclaim Care Personnel” means all employees, officers, staff, other workers, agents and consultants of Proclaim Care, its Affiliates and any of their subcontractors who are engaged in the performance of the Services from time to time;
“Referral” means a written referral issued by the Customer in regards to a Service User for the provision of the Services from Proclaim Care;
“Rehabilitation Plan” means, where applicable, a service plan developed by Proclaim Care which sets out:
(a) the overall management of a Service User’s rehabilitation and/or treatment and the continued monitoring and assessment of the Service User’s treatment progress; and
(b) the Services to be provided by Proclaim Care in connection with the Service User’s treatment and/or rehabilitation;
“Service Interruption Event” has the meaning given in clause 8.1;
“Services” means the services agreed to be provided by Proclaim Care to the Customer in connection with a Referral;
“Service User” means the individual to which a Referral relates; 
“Suspension Period” has the meaning given in clause 8.2;
“UK GDPR” means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time).

1.2. In these Conditions:

1.2.1 a reference to a ‘party’ is a reference to Proclaim Care or the Customer and a reference to the ‘parties’ is a reference to Proclaim Care and the Customer together;
1.2.2 clause, Schedule and paragraph headings shall not affect the interpretation of this these Conditions;
1.2.3 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 under that legislation or legislative provision;
1.2.4 unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;
1.2.5 unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
1.2.6 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.7 a reference to any Scottish action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than Scotland, be deemed to include a reference to that which most nearly approximates to the Scottish equivalent in that jurisdiction.

2 Application of these Conditions

2.1 These Conditions apply to and form part of each Contract between Proclaim Care and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions of purchase or supply submitted by the Customer shall apply to or form part of a Referral or any Contract entered into pursuant to a Referral.

3 Referral Procedure

3.1 The Customer may submit a Referral to Proclaim Care, provided always that:

3.1.1 Proclaim Care may accept or reject a Referral at its absolute discretion; and
3.1.2 submission of a Referral shall not constitute a binding obligation on Proclaim Care to supply any Services until such time as:
3.1.2.1 Proclaim Care confirms its acceptance of the Referral in writing; and
3.1.2.2 where the Services include services to be provided under a Rehabilitation Plan, the Customer agrees to the Rehabilitation Plan (including the associated Charges).

3.2 Rejection of a Referral by Proclaim Care, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

3.3 Where the Services require the parties to agree a Rehabilitation Plan, then:

3.3.1 the Customer shall promptly, and at its cost and expense, provide all information, support and assistance reasonably requested by Proclaim Care from time to time in considering the Referral and the creation of the Rehabilitation Plan;
3.3.2 the Customer authorises Proclaim Care to contact and if required visit the relevant Service User for the purposes of creating the Rehabilitation Plan;
3.3.3 Proclaim Care shall provide the Rehabilitation Plan to the Customer and once the Rehabilitation Plan is agreed to by the Customer (such agreement not to be unreasonably withheld or delayed), Proclaim Care will notify the Customer of the Charges for the relevant associated Services.

3.4 Each Referral accepted by Proclaim Care shall form a separate binding contract between the parties for the relevant Services which shall be subject to and be interpretated in accordance with these Conditions (a “Contract”). Where a Rehabilitation Plan is agreed by the parties, this shall be incorporated into and form part of the relevant Contract.

3.5 The Customer shall not be entitled to amend or withdraw a Referral or, where applicable, an agreed Rehabilitation Plan, without prior notification to Proclaim Care. If an amendment or withdrawal is notified to Proclaim Care, the Customer shall pay to Proclaim Care:

3.5.1 the Charges for any Services performed up to the time of withdrawal or amendment; and
3.5.2 any costs which it has already committed in preparation towards preparing to provide the Services in connection with the Referral or the Rehabilitation Plan (if applicable) which are likely to be wasted as a result of the withdrawal or amendment.

4 Customer Obligations

4.1 The Customer shall:

4.1.1 pay the Charges for the Services;
4.1.2 co-operate with Proclaim Care in all matters relating to the performance of the Services;
4.1.3 provide the Customer Materials, and all other information, documents, materials, data or other items necessary for the provision of the Services, to Proclaim Care in a timely manner; and
4.1.4 inform Proclaim Care in a timely manner of any matters (including any health, safety or security requirements) which may affect the provision of the Services.

5 Terms of Supply

5.1 Proclaim Care shall:

5.1.1 comply with all laws, statutes, regulations and codes from time to time in force from as applicable to the Services; and
5.1.2 perform and procure that all Proclaim Services Personnel perform the Services with all reasonable care and skill.

5.2 Time of performance of the Services shall not be of the essence. Proclaim Care shall use its reasonable endeavours to perform the Services in accordance with any commencement or end dates specified for performance in the Referral and, where applicable, the Rehabilitation Plan, or where no such timescale is specified shall perform the Services within a reasonable period of time.

5.3 Following the performance of each performance of the Services, Proclaim Care will provide written confirmation to the Customer stating:

5.3.1 the date of performance and case reference of the Referral;
5.3.2 a description of the Services performed; and
5.3.3 any further information which may be relevant for the Customer to consider.

5.4 On completion of the final performance of the Services, Proclaim Care shall notify the Customer in writing that the Services under the relevant Contract have been fully performed (“Completion”).

6 Charges & Payment

6.1 The Charges are exclusive of:

6.1.1 any additional charges for re-performance of the Services required as a result of the Service User’s cancellation, no-show or non-compliance with any appointments scheduled in connection with the Services, which shall be charged to the Customer in accordance with clause 7;
6.1.2 VAT (or any equivalent sales tax).

6.2 The Customer shall pay any applicable VAT to Proclaim Care on receipt of a valid VAT invoice.

6.3 Subject to clause 7.1, Proclaim Care shall invoice the Customer for the Services any time after performance of the relevant Services in accordance with the Rehabilitation Plan or as such Charges become payable in accordance with these Conditions.

6.4 If the Customer, acting in good faith, disputes an invoice in whole or in part, it shall raise such dispute by giving written notice to Proclaim Care within 14 days of receipt of the invoice and the parties shall negotiate in good faith to attempt to resolve the dispute promptly. Any amounts not disputed in accordance with this clause 6.4 shall be deemed accepted and must be paid by the Customer in accordance with clause 6.5. In relation to any invoice disputed by the Customer, interest under clause 6.6.2 is payable after the dispute is resolved, on sums found or agreed to be due from the due date until payment is made.

6.5 The Customer shall pay all undisputed invoices:

6.5.1 in full without deduction or set-off within 30 days from the date of each invoice;
6.5.2 using the payment method and to the bank account nominated by Proclaim Care on the invoice.

6.6 If the Customer fails to pay any sum owed to Proclaim Care by the due date for payment, Proclaim care reserves the right to:

6.6.1 suspend performance of the Services until such time as the overdue sums are paid in full; and
6.6.2 charge interest on the overdue sums at a rate of 3% above the base rate of Lloyds Bank in force from time to time, accruing daily from the due date for payment until such time as the overdue sums are paid in full (whether before or after judgement), provided that where the base rate is at or below 0%, the interest rate shall be 3% on the overdue sums.

7 Service No-shows & Cancellations

7.1 If the Service User cancels any scheduled appointment:

7.1.1 less than 24 hours before the scheduled time for performance, Proclaim Care reserves the right to charge the Customer the applicable Charges (plus VAT where applicable) for the relevant Services in full; or
7.1.2 between 36 to 24 hours before the scheduled time for performance, Proclaim Care reserves the right to charge the Customer 50% of the Charges (plus VAT where applicable) for the relevant Services.

7.2 If the Service User fails to show up for a scheduled appointment or causes Proclaim Care, or Proclaim Care cannot perform the relevant Services due to concerns for the safety or welfare of its staff, or inability to access the relevant location or other non-cooperation of the Service User, Proclaim Care may charge the Customer the applicable Charges (plus VAT where applicable) for the relevant Services in full.

7.3 Proclaim Care will report to the Customer the reason for any cancellation or failure to provide the Services and may in its discretion waive or reduce the Charges to which it would be entitled to under clauses 7.1 or 7.2 or reschedule the Services at no additional cost or a reduced cost.

7.4 For the avoidance of doubt, if Proclaim Care has already charged the Customer following a cancellation or non-appearance in accordance with clause 7.1, additional Charges will be payable by the Customer for any rescheduled performance of the Services, including any additional cancellations or non-appearances.

8 Case Suspension or Closures

8.1 For the purposes of this clause 8 a “Service Interruption Event” means an event which prevents performance of the Services for a reason not attributable to Proclaim Care, including but not limited to:

8.1.1 any third party reports, authorisations or consents required for Proclaim Care to perform the Services being withheld or delayed;
8.1.2 the Service User refusing to comply with the Rehabilitation Plan (where applicable);
8.1.3 any consent to be provided by the Service User and which is required for the performance of the Services is withheld or withdrawn; or
8.1.4 the Service User becoming incapacitated or otherwise unable to attend any required rehabilitation or treatment.

8.2 If Proclaim Care is prevented from performing the Services due to a Service Interruption Event, it shall notify the Customer on becoming aware of the Service Interruption Event and may suspend performance of the Services for up to 2 months from the scheduled date on which the Service Interruption Event occurs until such time as Proclaim Care is able to resume performance of the Services (a “Suspension Period”). Proclaim Care may, at its discretion extend the Suspension Period for up to a further 1 month.

8.3 If the Suspension Period (or any permitted extension thereof) expires without the provision of the Services resuming, the parties may mutually agree in writing to terminate the relevant Contract. In this event Proclaim Care shall use all reasonable endeavours to notify the Service User that the Customer will no longer be paying for treatment/and or rehabilitation on behalf of the Service User.

8.4 For the avoidance of doubt:

8.4.1 Proclaim Care shall not be in default of its obligations under the relevant Contract or liable to the Customer for any suspension of the Services in accordance with clause 8.2; and
8.4.2 suspension of the Services and/or termination of the relevant Contract under this clause 8.4 shall be without prejudice to Proclaim Care’s right to be paid the Charges for Services performed up to the time of suspension or termination.

9 Warranty

9.1 The Customer warrants that:

9.1.1 it has the right, power and authority to enter into Contracts and grant to Proclaim Care the rights (if any) contemplated in these Conditions;
9.1.2 it has secured the necessary consent from the relevant Service User to provide the Service User’s Personal Data to Proclaim care in connection with the Services; and
9.1.3 the Customer Materials and all other information, documents, materials, data or other items provided by the Customer pursuant to a Contract do not infringe the Intellectual Property Rights of any third party.

9.2 Proclaim Care warrants that the Services shall be performed with all reasonable care and skill.

9.3 Subject to clause 9.4, Proclaim Care shall, at its option, remedy, re-perform or refund the Charges paid for any Services that do not comply with clause 9.2, provided that the Customer serves a written notice on Proclaim Care that some or all of the Services do not comply with clause 9.2, and identifying in sufficient detail the nature and extent of the defects within 5 Business Days of Completion.

9.4 Proclaim Care shall not be liable for any failure of the Services to comply with the provisions of clause 9.2 where the same arises directly or indirectly and whether in whole or in part as a result of:

9.4.1 a breach by the Customer of any of its obligations under the relevant Contract;
9.4.2 an event of Force Majeure;
9.4.3 any specification or requirement of the Customer; or
9.4.4 use of the Customer Materials.

10 Data Protection

10.1 In this clause 10:

10.1.1 the following words and expressions have the meanings given to them in Data Protection Laws: “Controller”; “Data Subject”; “Personal Data”; “Personal Data Breach”; “Processor”; “Process” and similar terms such as “processing” and “processed”; “Special Category Personal Data”;
10.1.2 “Data Subject Request” means a request made by a Data Subject to exercise any right(s) of Data Subjects under Data Protection Laws in relation to any of the Shared Personal Data or concerning the Processing of such data;
10.1.3 “Shared Personal Data” means the Personal Data (including Special Category Personal Data) of Service Users as set out in the Schedule.

10.2 Purpose

10.2.1 Each party (the “Data Discloser”) anticipates sharing the Shared Personal Data with the other party (the “Data Receiver”) as part of the provision of the Services. Each party will be regarded as an independent Controller of the Shared Personal Data under Data Protection Laws. This clause 10 sets out the responsibilities of the parties in regards to the Shared Personal Data.
10.2.2 The parties agree to only Process Shared Personal Data only for the purposes described in the Schedule (the “Agreed Purpose”).
10.2.3 Each party shall ensure that it Processes the Shared Personal Data fairly and lawfully in accordance with clause 10.2.5.
10.2.4 The parties shall not Process Shared Personal Data in a way that is incompatible with the Agreed Purpose.
10.2.5 Each party shall ensure that it has lawful basis and legal power under Data Protection Laws for the Processing of Shared Personal Data as described in the Schedule.

10.3 Data Subject Rights

10.3.1 On receipt of a Data Subject Request from a Data Subject to which the Shared Personal Data relates, the receiving party shall contact the other party to notify them of receipt of such a request. The party who receives the request shall have overall responsibility for responding to the request unless the other party receives an identical or similar request from the same Data Subject. In those circumstances, the parties shall promptly discuss and implement the most effective way of discharging their responsibilities under the Data Protection Laws to the Data Subject who has made the request(s).
10.3.2 Each party is responsible for maintaining a record of Data Subject Requests, including details of the nature of the requests, dates or receipt of request and response times, the decisions made and any information that was exchanged,, notes of any meeting, correspondence or phone calls relating to the request.
10.3.3 Each party agrees to provide such assistance as is reasonably required to enable the other party to comply with Data Subject Requests within the time limits imposed by the Data Protection Laws.

10.4 Data Retention & Deletion

10.4.1 Subject to clause 10.4.2 and 10.4.3, the Data Receiver shall not retain or process Shared Personal Data for longer than is necessary to carry out the Agreed Purpose.
10.4.2 Notwithstanding clause 10.4.1, the parties shall continue to retain Shared Personal Data in accordance with any statutory, regulatory or professional retention periods applicable.
10.4.3 Subject to Clause 10.4.2, the Data Receiver shall ensure that any Shared Personal Data is returned to the Data Discloser or destroyed no later than by the expiry of the retention period specified in the Schedule.
10.4.4 Following the deletion of Shared Personal Data in accordance with clause 10.4.3 , the Data Receiver shall notify the Data Discloser that the Shared Personal Data in question has been deleted.

10.5 Data Transfers

10.5.1 For the purposes of this clause, transfers of Personal Data shall mean any sharing of Personal Data by the Data Receiver with a third party, and shall include the following:
10.5.1.1 contracting a processor to engage in the processing of Shared Personal Data;
10.5.1.2 granting a third party Controller access to the Shared Personal Data.

10.5.2 If the Data Receiver appoints a third party Processor to Process the Shared Personal Data it shall impose an appropriate data processing clause or contract to reflect, as a minimum, the requirements of Article 28 of the UK GDPR and shall remain liable to the Data Discloser for the acts and/or omissions of the Processor.

10.5.3 The Data Receiver may not transfer Shared Personal Data to a third party located outside the UK unless it;
10.5.3.1 complies with the provisions of Article 26 of the UK GDPR in the event the third party is a joint controller; and
10.5.3.2 ensures that:
(a) the transfer is to a country approved under the applicable Data Protection Laws as providing adequate protection; or
(b) there are appropriate safeguards in place pursuant to the applicable Data Protection Laws; or
(c) the transferee otherwise complies with the Data Receiver’s obligations under the applicable Data Protection Laws by providing an adequate level of protection to any Shared Personal Data that is transferred; or
(d) one of the derogations for specific situations in the applicable Data Protection Laws applies to the transfer.

10.6 Security & Training

10.6.1 The Data Discloser shall only provide the Shared Personal Data to the Data Receiver by using secure methods of transfer as agreed between the parties from time to time.

10.6.2 The parties undertake to have in place appropriate technical and organisational security measures as required by Data Protection Laws to:
10.6.2.1 prevent:
(a) unauthorised or unlawful processing of the Shared Personal Data; and
(b) the accidental loss or destruction of, or damage to, the Shared Personal Data
10.6.2.2 ensure a level of security appropriate to:
(a) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
(b) the nature of the Shared Personal Data to be protected.

10.6.3 The technical and organisational measures for the Shared Personal Data utilised by each party shall be kept under review and the parties shall each carry out periodic updates of the technical and organisational measures as they agree are appropriate during the provision of the Services, having regard to the state of technological development and the cost of implementing such measures, but a minimum at all times shall include:
10.6.3.1 nominating and maintaining a key point of contact for all information security related questions, issues and incidents (the “Information Security Contact”) and notifying the other party of any changes to the identity and/or contact details of its Information Security Contact from time to time;
10.6.3.2 implementing appropriate processes for the management and remediation of any security breaches which have or may affect the security of the Shared Personal Data and for reporting such incidents to the other party;
10.6.3.3 ensuring that there are in place appropriate security systems, controls, policies and procedures in place for to limit unauthorised access to and processing of the Shared Personal Data, whether in electronic or hard copy format, including without limitation:
(a) password and encryption controls in relation to the electronic storage and transfer of Shared Personal Data;
(b) secure storage methods in relation to Shared Personal Data stored in hard copy format;
(c) appropriate information classification controls are in place to prevent unauthorised access to the Shared Personal Data; and
(d) appropriate information labelling and classification controls to appropriately limit access to and use of the Shared Personal Data.

10.6.4 It is the responsibility of each party to ensure that processing of the Shared Personal Data is undertaken only by those of its staff members and employees that require to process the Shared Personal Data for the purposes of achieving the Agreed Purpose (the “Permitted Recipients”) and that in processing such personal data ensuring that the Permitted Recipients:
10.6.4.1 are suitably trained in the use, care, protection and handling of the Shared Personal Data; and
10.6.4.2 shall comply with the technical and organisational security measures in place from time to time as together with any requirements under the Data Protection Laws; and
10.6.4.3 are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality)as appropriate and proportionate to the relevant Permitted Recipient’s role, responsibility and frequency with respect to their handling and Processing of the Shared Personal Data and the reporting and handling of Personal Data Breaches.

10.6.5 The parties shall each comply with its obligation to report a Personal Data Breach to the UK Information Commissioner and (where applicable) Data Subject(s) under the Data Protection Laws and shall each inform the other party of any such reportable Personal Data Breach.

10.6.6 The parties agree to provide reasonable assistance as is necessary to each other to facilitate the handling of any Personal Data Breach in an expeditious and compliant manner.

10.7 Resolution of Disputes With Data Subjects or the UK Information Commissioner’s Office

10.7.1 In the event of a dispute, complaint or claim brought by a Data Subject or the UK Information Commissioner concerning the processing of Shared Personal Data against either or both parties, the parties will inform each other about any such disputes, complaints or claims, and will cooperate with a view to settling them amicably in a timely fashion.
10.7.2 The parties agree to respond to any generally available non-binding mediation procedure initiated by a Data Subject or by the UK Information Commissioner. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
10.7.3 Each party shall abide by a final decision concerning data protection of any competent court or of the UK Information Commissioner.

10.8 Data Protection Warranties

10.8.1 Each party warrants and undertakes that it will:
10.8.1.1 process the Shared Personal Data in compliance with all applicable Data Protection Laws, enactments, regulations, orders, standards and other similar instruments that apply to its Personal Data processing operations;
10.8.1.2 take all appropriate steps to ensure compliance with the security measures set out in this clause 10;
10.8.1.3 maintain complete and accurate records and information to demonstrate its compliance with this clause 10;
10.8.1.4 use compatible datasets and to record all Shared Personal data using compatible methods as agreed by the parties in writing from time to time.

10.8.2 The Data Discloser warrants and undertakes that it is entitled to provide the Shared Personal Data to the Data Receiver and it will ensure that the Shared Personal Data is accurate.

10.9 Effect of non-compliance with Data Protection Laws

Each party shall comply with all the obligations imposed on a controller under Data Protection Laws, and any material breach of the Data Protection Laws by one party shall, if not remedied within 30 days of written notice from another party, give grounds to the other party to terminate the Contract between the parties with immediate effect.

11 Confidentiality & Intellectual Property Rights

11.1 Each party undertakes that it shall keep confidential any Confidential Information of the other party and that it shall not use or disclose the other party’s Confidential Information to any person, except as permitted by clause 11.2.

11.2 A party may disclose the Confidential Information of the other party:

11.2.1 to those of its employees, officers, representatives or advisers who need to know the relevant Confidential Information for the purposes of the performance of any obligations under a Contract, provided that such party ensures that those persons to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with the confidentiality obligations in this clause 11;
11.2.2 where required to do so by law, any court, any governmental, regulatory or supervisory authority of competent jurisdiction.

11.3 Neither party shall use the Confidential Information of the other party other than to the extent necessary to perform its obligations under a Contract.

11.4 To the extent any Confidential Information is Shared Personal Data such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions of clause 10.

12 Termination

12.1 Proclaim Care may terminate a Contract (and any other Contract has entered into with the Customer) immediately by giving written notice if the Customer:

12.1.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
12.1.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Proclaim Care reasonably believes that to be the case;
12.1.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
12.1.4 becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
12.1.5 becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
12.1.6 becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
12.1.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
12.1.8 has a resolution passed for its winding up;
12.1.9 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
12.1.10 suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
12.1.11 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
12.1.12 has a freezing order made against it;
12.1.13 is subject to any events or circumstances analogous to those in clauses 12.1.1 to 12.1.12 in any jurisdiction; or
12.1.14 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 12.1.1 to 12.1.12 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

12.2 The Customer shall be required to notify Proclaim Care immediately in the event that the Customer ceases to continue funding the Service User’s rehabilitation and/or treatment for any reason. In this event, Proclaim Care may terminate the relevant Contract immediately by giving written notice to the Customer and the Customer shall indemnify Proclaim Care against any and all claims, losses and expenses incurred with the discontinuation of payment for the Service User’s treatment.

12.3 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle Proclaim Care to terminate a Contract under this clause 12, it shall immediately notify Proclaim Care in writing.

12.4 Termination of a Contract shall be without prejudice to any rights or remedies that a party has accrued under that Contract at the time of termination.

13 Limitation of Liability

13.1 Nothing in these Conditions will limit or exclude either party’s liability for:

13.1.1 death or personal injury caused by that party’s negligence, or that of its officers, employees, agents or subcontractors;
13.1.2 fraud or fraudulent misrepresentation; or
13.1.3 any other matter which cannot be excluded or limited by applicable law.

13.2 Proclaim Care excludes to the fullest possible extent under applicable laws all liability in respect of:

13.2.1 indirect, special, incidental, economic, consequential or punitive damages, including but not limited to liability for loss of profits, business, revenue, or good will.
13.2.2 all conditions, warranties and other terms which might otherwise be implied by statute or by common law.

13.3 Subject to clauses 13.1 and 13.2 above, Proclaim Care’s entire aggregate liability to the Customer, whether arising under or in connection with the relevant Contract (including under the laws of negligence) shall not, exceed one and a half times the Charges paid by the Customer under the relevant Contract.

14 Force Majeure

14.1 In these Conditions, “Force Majeure” means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the relevant Contract. Inability to pay is not Force Majeure.

14.2 Proclaim Care shall not be liable if delayed in or prevented from performing its obligations under a Contract due to Force Majeure, provided that it promptly notifies the Customer when such an event causes a delay or failure in performance and when it ceases to do so.

15 General

15.1 Any notice or other communication given to a party under a Contract shall be in English, in writing and communicated to the other party using the contact details supplied from time to time by the relevant party. A notice or other communication shall be sent and shall be deemed received if sent:

15.1.1 by first class post: on the second Business Day after posting;
15.1.2 by email: if sent between 9.00am and 5.00pm on a Business Day, at the time of transmission and if sent outside of those hours, at 9.00am on the next Business Day after sending.

15.2 If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable and the enforceability of any other provision of these Conditions shall not be affected.

15.3 Nothing in any Contract is intended to, or shall be deemed to, establish any partnership, agency or joint venture between the parties.

15.4 The parties agree that each Contract and any documents entered into pursuant to that Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

15.5 Each Contract shall be governed by and construed in accordance with the laws of Scotland. Any action, claim or dispute (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of Scotland.

Schedule:
Data Processing and Shared Personal Data

Agreed Purpose

To provide health services to the Service Users in accordance the Rehabilitation Plan including:

• To determine the appropriate treatment pathway for Service Users.
• To communicate with any medical professionals on behalf of a Service User both prior to and during our involvement.
• To communicate and correspond a Service User’s employer (where relevant) to assist with a return to work.
• To communicate and correspond a Service User’s educational or professional body (where relevant) to assist with a return to education or return to work.

Duration of the Processing

Until the earlier of the Completion of the Services or the termination of the relevant Contract in accordance with the Conditions.

Categories of Data Subjects

Service Users.

Types of Personal Data

Service User Information – Name, address, email, telephone number, date of birth, medical information, GP information, any hospitalisation, x-rays, photographs, treatment plans, job profile, absence records.

Data Retention Period

Seven years following termination of the Services.

Data Protection Officer & Contact Information

Thorntons Law LLP, dataprotection@proclaim-group.co.uk.