Conditions for the supply of Therapeutic Services
1. Interpretation
1.1 The following definitions and rules of interpretation apply in these Conditions.
1.2 Definitions:
Company means Evolve Children’s Therapy Services Limited, a company incorporated and registered in England and Wales with company number 08544486 whose registered office address is 7 Grange Way, Hartley, Kent. DA3 8ES
Applicable Law means any law, statute, rule or regulation that is relevant to the performance of the Therapeutic by the treating therapist.
Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges means the charges payable by the Client for the supply of the Therapy Services in accordance with clause 7 (Charges and payment).
Commencement Date has the meaning given in clause 3.2.
Conditions means these terms and conditions as amended from time to time in accordance with clause 12.5.
Client means the local authority, school, college, parent or guardian who purchases Therapeutic Services from Evolve Children’s Therapy Services Ltd on behalf of a child or young person in accordance with these Conditions.
Fees have the meaning given in clause 7.1.1.
Data Controller: has the meaning set out in Data and privacy policy see www.evolve-cts.com
Data Subject: an individual who is the subject of Personal Data.
DBS Certificate means a disclosure and barring service certificate.
Fees has the meaning given in clause 7.1.
Policies and Procedures means the companies policies and procedures which are available on request, on the website and are subject to change from time to time.
Referral Request means a written request for Therapeutic Services for the benefit of a child or young person made by the Client to the company.
Standards means any statutory or other standards or guidance applicable to the provision of the therapeutic services by the treating therapist.
Terms and Conditions for the supply of Therapeutic Services
1.5 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.
1.6 A reference to writing or written includes fax and email.
2. Evolve Childrens Therapy Services Ltd
2.1 The company acts in the capacity of agent for the Therapist.
2.2 Under agreement between the company and the therapist, the company has the authority from the therapist and on the therapists behalf, to:
2.2.1 enter into intervention Contracts;
2.2.2 invoice the Client for the Charges payable under clause 7;
2.2.3 collect payment of Charges from the Client in accordance with clause 7.7
2.2.4 set the Fees payable by the Client for Services in accordance with clause 7.5
3. Basis of contract
3.1 A Referral Request constitutes an offer by the Client to purchase Therapeutic Services from the Therapist in accordance with these Conditions.
3.2 A Referral Request shall only be deemed to be accepted when the company issues acceptance of the Referral Request on a Therapists behalf, at which point and on which date the Therapy Contract/service level agreement shall come into existence (Commencement Date) and the company shall confirm to the Client the name and contact details of the Therapist (or Therapists) who will be providing the Therapeutic Services.
3.3 If there are any changes to the Therapist (or Therapists) who will be providing the Therapeutic Services to a child or young person, this will be notified to the Client and/or referring agency
3.4 These Conditions apply to each Therapeutic Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. The Therapist
4.1 The Therapist warrants that he or she has an up to date DBS Certificate
4.2 The therapist will comply with their professional code of conduct and will be a member of HCPC as appropriate.
5. Supply of Therapeutic Services
5.1 The Therapist is responsible for the quality of the Therapeutic Services and will organise the manner in which the Therapeutic Services are provided.
5.3 The Client acknowledges that the provision of Therapeutic Services by the Therapist is under the Therapists’ exclusive direction and control.
5.4 The Therapist shall supply the Therapeutic Services to the child or young person using reasonable care and skill and in accordance with
5.4.1 the Policies and Procedures;
5.4.2 Applicable Law; and
5.4.3 Professional Standards.
5.5 The Therapist will provide all necessary equipment and materials necessary for the performance of the Therapeutic Services.
5.6 The Therapist will prepare a full written report on the child or young persons progress as requested and maintain professional contemporaneous notes in line with their professional code of practice.
Terms and Conditions for the supply of Therapeutic Services
5.7 The Therapist will inform the company within a reasonable time if for any reason he or she cannot perform the Therapeutic Services, either temporarily or permanently. In these circumstances the company will use reasonable endeavours to introduce the Client to an alternative Therapist.
6. Client’s obligations
6.1 The Client shall:
6.1.1 ensure that information contained in the Referral Request is complete and accurate;
6.1.2 co-operate with the company and the Therapist in all matters relating to the supply of the Therapeutic Services; and
6.1.3 provide the Therapist and the company with such information as the Therapist may reasonably require in order to supply the therapeutic Services and ensure that such information is complete and accurate in all material respects.
7. Charges and payment
7.1 The Charges for the Therapeutic Services shall be calculated on a time basis in accordance with:
7.1.1 the assessment/hourly fee, as provided by Evolve Children’s’ Therapy Services ltd. at the date of the Therapeutic consent Contract/Service level agreement or, where applicable
7.2 Evolve Children’s’ Therapy Services ltd have the right to increase the Fees. Any increases in the Fees shall be notified to the Client but shall not require the Client’s consent.
7.3 Evolve Children’s’ Therapy Services ltd shall invoice the Client on behalf of the Therapist for the provision of Therapeutic Services monthly in arrears.
7.4The Client shall pay each invoice submitted by Evolve Children’s’ Therapy Services ltd:
7.4.1 within 21 days of the date of the invoice; and
7.4.2 in full and in cleared funds to a bank account nominated in writing by Evolve Children’s’ Therapy Services ltd, and time for payment shall be of the essence.
7.5 All amounts payable by the Client to the Therapist shall be payable to Evolve Children’s’ Therapy Services ltd on behalf of the Therapist. Evolve Children’s’ Therapy Services ltd shall be entitled to deduct from such amounts commission in such amounts as are agreed between Evolve Children’s’ Therapy Services ltd and the Therapist.
7.6 Payment by the Client to Evolve Children’s’ Therapy Services ltd of any amount that is due to the Therapist from the Client under the Contract shall be considered good discharge of such amount from the Client to the Therapist.
7.7 If the Client fails to make a payment by the due date, then, without limiting the remedies under clause 10, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.10 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
7.8 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).
8. Data protection and data processing
8.1 The Client, the Therapist and Evolve Children’s’ Therapy Services ltd acknowledge that for the purposes of the Data Protection, the Client is the Data Controller and the Therapist and Evolve Children’s’ Therapy Services ltd are data processors in respect of any Personal Data.
Terms and Conditions for the supply of Therapeutic Services
8.2 The Therapist and Evolve Children’s’ Therapy Services ltd shall process the Personal Data only in accordance with the Client’s instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Client. Terms are set out in our data and privacy policy see www.evolve-cts.com
8.3 Each party and Evolve Children’s’ Therapy Services ltd warrants that it will process Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
9. Limitation of liability
9.1 Nothing shall limit or exclude the Therapists liability or Evolve Children’s’ Therapy Services ltd liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
9.1.2 fraud or fraudulent misrepresentation; or
9.1.3 any other liability which cannot be limited or excluded by applicable law.
10. Term and Termination
10.1 The Treatment consent Contract shall commence on the Commencement Date and shall continue until terminated in accordance with this clause 10.
10.2 Without affecting any other right or remedy available to it, either party may terminate a Treatment Contract by giving the other party 7 days’ written notice.
10.3 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:
10.3.1 the other party commits a material breach of any term of the Contract and (if such a breach
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is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
10.3.2 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), 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;
10.3.3 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
10.3.4 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.
10.4 Without affecting any other right or remedy available to it, the Therapist may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract within 5 Business Days of the due date for payment;
10.5 Without affecting any other right or remedy available to it, the Therapist may suspend the supply of Services under the Contract or any other Contract between the Client and the Therapist if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 10.3.2 to clause 10.3.4, or the Therapist reasonably believes that the Client is about to become subject to any of them.
11. Consequences of termination
11.1 On termination of the Contract the Client shall immediately pay Evolve Children’s’ Therapy Services ltd all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Evolve Children’s’ Therapy Services ltd shall submit an invoice, which shall be payable by the Client immediately on receipt.
11.1.1 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.1.2 Any provision of the Contract that expressly or by implication is intended to continue
in force on or after termination of the Tuition Contract shall remain in full force and effect.
12. General
12.1 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.
12.2 Confidentiality.
12.2.1 Each party and Evolve Children’s’ Therapy Services ltd undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, Clients, clients, suppliers or suppliers of the other party or Evolve Children’s’ Therapy Services ltd, except as permitted by clause 12.2.2.
12.2.2 Each party and Evolve Children’s’ Therapy Services ltd may disclose the other party’s or the Agency’s confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out its obligations under the Contract. Each party and Evolve Children’s’ Therapy Services ltd shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.2.3 Neither party nor Evolve Children’s’ Therapy Services ltd shall use the other party’s or the Evolve Children’s’ Therapy Services ltd confidential information for any purpose other than to perform its obligations under the Contract.
12.3Entire agreement.
12.3.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations
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and understandings between them, whether written or oral, relating to its subject matter.
12.4.1 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 based on any statement in the Contract.
12.4.2 Nothing in this clause shall limit or exclude any liability for fraud.
12.5 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).
12.6 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 breach or default. 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 Tuition Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
12.7 Severance. 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 shall not affect the validity and enforceability of the rest of the Contract.
12.8 Notices.
12.8.1 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 fax to its main fax number or sent by email to its main email address. All notices from the Client to the Therapist or vice versa must be readily available for view if requested by the directors of Evolve Children’s’ Therapy Services ltd.
12.8.2 This clause 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.
12.9 Third party rights.
12.9.1 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.
12.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
12.10 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.
12.11 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 Tuition Contract or its subject matter or formation.
Safer Recruitment Statement
Evolve Children’s Therapy Services is committed to safeguarding and promoting the welfare of children and expects all contractors to share this commitment. Background checks and an enhanced DBS will be required.
All contracts with Evolve CTS are exempt from the Rehabilitation of Offenders Act 1974 and therefore all contractors will be required to declare all unfiltered convictions, cautions and bind-overs. A previously issued Disclosure and Barring Service Disclosure Certificate will only be accepted if the individual is registered with the DBS Update Service.
The Disclosure and Barring Service has published a Code of Practice and accompanying explanatory guide. Evolve CTS is committed to ensuring that it meets the requirements of the Disclosure and Barring Service in relation to the processing, handling and security of Disclosure information.
Evolve CTS will implement robust recruitment procedures and checks for all contracted staff to ensure that reasonable steps are taken not to contract work out to a person who is unsuitable to work with children, or who is disqualified from working with children, or does not have the suitable skills and experience for the intended role.
The following pre-employment checks will be undertaken:
Receipt of at least two satisfactory references
Verification of the candidate’s identity.
A satisfactory enhanced DBS disclosure
HPCP registration (AHP’s Only)
HCPC Tribunal Register Check AHP’s only)
Verification of qualifications
The production of evidence of the right to work in the UK
Signed declaration against Disqualification by association
Evolve CTS commit to regularly checking and maintaining records of safer recruitment checks.