Connect Neurotherapy Limited Terms of Business

1. These terms
   • What these terms cover. These are the terms and conditions on which we supply services to you.
   • Why you should read them. Please read these terms carefully before you submit the referral form. These terms tell you who we are, how we will provide services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
   • When the following words are used in these terms, this is what they will mean:

Client: the individual who will be the recipient of the Services, as named in the referral.

Instructing Party:  each party to an agreement who is instructing CNS, which may be solicitor, an insurance company, a case manager, a government department, a local authority, a corporate body, partnership or other firm or organisation and any individual requesting Services or a Report.

Instructions: all letters, documents, information, items and materials which are provided by the Instructing Party to the Expert requesting Services and/or a Report.

Services: the Occupational Therapy or Supervision Services that we are to provide to the Client, as set out in the Instruction or Report.

Report: the document containing the treating therapist’s opinion and recommendations in response to Instructions.

We/our/us: Connect Neurotherapy Services Limited.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00am to 5.00pm on any Business Day.

Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to (a) the case, affairs and finances of the Client; and (b) the trade secrets including, without limitation, technical data and know-how relating to CNS which is created, developed, drafted or obtained in connection with the Services and the Report; and for both (a) and (b) whether or not such information (if in anything other than oral form) is marked confidential.

Fees: means the sums payable for the Services.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade 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 equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

2. Information about us and how to contact us
   • Who we are. We are Connect Neurotherapy Services Limited, a company registered in England and Wales. Our company registration number is 11232004 and our registered office is Connect Neurotherapy Services c/o Merchant House, 5 East St. Helen’s Street, Abingdon, Oxfordshire, OX14 5EG
   • How to contact us. You can contact us by telephoning us on 07855760719 or by emailing us at [email protected].
   • How we may contact you. If we need to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Referral.

3. Our contract with you
   • Commencement and Application
   • These terms are binding and shall apply to govern the agreement to the exclusion of any terms of the Instructing Party over which, these terms shall prevail. Together with the accompanying email or letter sent by CNS, they are the entire agreement and the only basis upon which CNS shall accept Instructions.
   • These terms shall be deemed to be accepted by the Instructing Party upon their request for Services, following the sending out of these terms by CNS (electronically, by a PDF, by a hyperlink or by other media). CNS maintain the right to request for these Terms to be signed and returned. In the event that the Instructing Party has already provided Instructions, these terms shall govern the Services, notwithstanding any contrary terms included in the Instructions.
   • This agreement shall commence upon the date that the Instructing Party sends, and CNS receives, the request of the Instructing Party to commence the Services following the accompanying email or letter sent by CNS (Commencement Date) and shall continue, unless terminated in accordance with clause 9 or 10 (Termination), until full payment of the Fees, when the agreement shall come to an end.
4. Connect Neurotherapy Services’ responsibilities
   • CNS shall use all reasonable endeavours to complete the Services, in accordance with this agreement in all material respects.
   • CNS shall use all reasonable endeavours to meet any performance dates set out in the Instructions, but any such dates shall be estimates only.
   • CNS shall comply with the RCOT and HCPC Code(s) of Conduct.
   • CNS shall provide information as to their Fees in the Schedule of Costs as referred to in 6.1 and the basis upon which their Fees may be calculated.

5. Instructing Party’s Obligations
   • If you are an instructing party, by submitting an Instruction, you confirm that: –
     • you have provided a copy of these terms to the organisation who will pay for the services (if different to you) and you are authorised by that organisation to submit the Instruction.
     • you agree to these terms and you are authorised by any such organisation to submit the Instruction and accept these terms on its behalf.
     • ensure that all the Instructions are received by CNS in sufficient time to enable the treating therapist to carry out the work before any set performance dates.
     • provide to CNS in a timely manner; all documents, information, items and materials in any form reasonably requested or required by CNS in connection with the Services.
     • ensure that all the Instructions and any further information are accurate and complete.
     • co-operate with CNS in all matters relating to the Services.
     • The instructing party remains liable for ensuring payment of the fees.

6. Fees and payment
   • Where to find the price for the services. The price of the services will be the price set out in Schedule of Costs document, which will have been sent to you at the point of instruction/assessment as appropriate. We take all reasonable care to ensure that the price of the services advised to you is correct.
   • Alternative Provision. If we offer an alternative therapist we may have to revise the price to allow for additional travel expenses. We will confirm the revised price to you in writing. You can choose to cancel the contract in accordance with clause 10 in these circumstances.
   • When you must pay and how you must pay. We will invoice you for the price of the services on a monthly basis. You must pay within 30 calendar days after the date of the invoice.
   • Late Payments. If you do not pay us for the services when you are supposed to as set out in clause 6.3, we may suspend the Services with immediate effect until you have paid us the outstanding amounts (except where you dispute an invoice under clause 6.7). We will contact you to tell you this. This does not affect our right to charge you interest under clause 6.5.
   • We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount. The interest charge will be at the rate of 4% a year above the base lending rate of Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
   • Cancellation. CNS reserves the right to charge a cancellation fee whereby any cancellation is made less than 2 working days before an agreed appointment, or if we attend for an agreed appointment and are unable to gain access, or you or the Client are unavailable. The cancellation fee will be the full charge of the session fee including any travel costs incurred. No charge will be made for sessions cancelled by the therapist.
   • What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
   • Sums Payable. All sums payable to CNS under this agreement 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).

7. Data protection

For the purposes of clause 7, the terms controller, processor, data subject, personal data,

personal data, breach and processing shall have the meaning given to them in the UK GDPR.

7.1          Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

• As data controller, the Instructing Party will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Expert to process for the duration and purposes of the Services.
• How we may use your personal information. We will use the personal information you or the Client provides to Us to:
  • provide the
  • process your payment for such Services.
• We may have to share the personal data that is provided to us with other health professionals or third parties who are responsible for providing you or the Patient with health care services. We will discuss this with you or the Patient in the first instance and request consent to the disclosure of the information.
• We may disclose your personal information to third parties:
  • If we are under a duty to disclose or share your personal information data in order to comply with any legal or regulatory obligation or request.
  • We will process any data in accordance with our Privacy Policy.

8. Confidentiality
   • Each party undertakes that it shall not at any time during this agreement disclose to any person any Confidential Information concerning the Instructions, the Services, and the Report, except as permitted by clause 8.2.
   • 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 exercising the party’s rights or carrying out its obligations under or in connection with this agreement. 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; or
     • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or
     • which has become independently available as being in the public domain.
   • No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

9. Your rights to end the contract
   • Before we begin to provide the services, you have the following rights to cancel the contract.

• You may cancel any contract at any time before the start date for the services by contacting us. We will confirm your cancellation in writing to
• Save where a cancellation is made, as set out in clause 9.1 (a) above, we reserve the right at our discretion, to charge you a cancellation fee for a cancellation made less than 2 working days before an agreed appointment or if we attend for an agreed appointment and we are unable to gain access or you or the Client are unavailable. A cancellation in these circumstances will give rise to a charge amounting to the total cost of the planned session, including travel costs incurred.

• Once we have begun to provide the services to you, you may cancel the contract at any time by providing us with at least 48 hours and as much notice as possible in writing. Once we have begun to provide the services to you, you may cancel the contract with immediate effect by giving us written notice if:
  • we break this contract in any material way and we do not correct or fix the situation within 7 days of you asking us to in
  • we go into liquidation or a receiver or an administrator is appointed over our

10. Our rights to end the contract
    • We may cancel at any time. We may cancel the contract for the services at any time by providing you with at least 7 calendar days’ notice in writing.
    • We may end the contract if you break it. We may end the contract for the services at any time by writing to you if:
      • you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due.
      • you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the
      • you do not, within a reasonable time, allow us to deliver the services to you.
      • you do not, within a reasonable time, allow us access to your premises to supply the services; or
      • if there is an unmanaged level of risk or harm to our therapist(s).
    • On termination or expiry of this agreement the Instructing Party shall immediately pay to CNS all of CNS’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, CNS may submit an invoice, which shall be payable immediately on receipt.
    • On termination or expiry of this agreement, the following clauses shall continue in force: clause 1 (these terms), clause 8 (Confidentiality), clause 1.4 (Intellectual Property Rights), clause 16 (Limitation of liability), clause 10 (Termination), clause 14 (Conflict), clause 12 (Dispute resolution procedure).

11. Providing the services
    • When we will provide the services. We will supply the services to the Client from the date agreed between us in writing until either the services are completed or either of us ends the contract as described below. Any timescales provided by us are estimates only and may be subject to change. We will make every effort to make our agreed appointments with the Client and will give as much notice as is reasonably possible of any problems, delays or cancellations. If we are unavailable for an agreed appointment we will make an alternative appointment as soon as is practicable and at the Client’s convenience.
    • We are not responsible for delays outside our control. If our supply of the services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.
    • What will happen if you do not give required information to us. We may need certain information from you so that we can supply the services. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. You must provide details of any known dangers and risks at any premises we are required to visit before we provide the Services. We will not be responsible for supplying the services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it. You must notify us of any change in the information or circumstances relating to you or the Patient which are relevant to the services.
    • Third party suppliers. If requested we may provide suggestions of suppliers and installers of equipment. You are under no obligation to place an order with those suppliers and you are free to obtain alternative quotes and instruct alternative suppliers of your choosing. We accept no liability for the quality of the products or standard of the service they supply to you.
    • Appointments with third parties. If a joint appointment is arranged with a third party and such party cancels the appointment, we shall not be liable for any costs you or the Client incur as a result of the cancellation. We shall use reasonable endeavours to mitigate our losses but if we are unable to re-allocate the time we shall invoice you for the cancelled appointment.

12. If there is a problem with the services
    • In the unlikely event that there is any problem or complaint with the services:
    • (a) tell us as soon as reasonably possible.
    • (b) give us a reasonable opportunity to resolve the problem or complaint; and
    • (c) Should you be dissatisfied with the outcome, you can contact the Health Care Professions Council. We will provide you with the contact details upon request.

13. Force majeure
    • Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:

(a) acts of God, flood, drought, earthquake or other natural disaster.

(b) epidemic or pandemic, including Coronavirus.

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations.

(d) nuclear, chemical or biological contamination or sonic boom.

(e) any law or any action taken by a government or public authority which prevents or impedes the Expert from completing the Services or the Report; and

(f) fire, explosion, major incident or accident.

• Provided it has complied with clause 13.1, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
• The Affected Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than 14 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement: and

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

• If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of their obligations for a continuous period of more than 12 weeks the party not affected by the Force Majeure Event may terminate this agreement by giving 4 weeks’ written notice to the Affected Part

14. Conflict and Precedence If there is an inconsistency between any of the provisions of these terms and the Instructions, materials or documents provided by the Instructing Party, the provisions of these terms shall always prevail.
15. Other important terms
    • You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
    • Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
    • If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
    • Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the services, we can still require you to make the payment at a later date.
    • Which laws apply to this contract and where you may bring legal proceedings. Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

16. Limitations of liability
    • The Instructing Party is responsible for making its own arrangements for insurance, including professional indemnity insurance to cover: the risks of the choice of the Expert, the purpose of the Instructions, the content and accuracy of the Instructions and the strategy for the case or matter in which the Expert is instructed.
    • References to liability in this clause include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort, breach of statutory duty, breach of the statutory warranties, negligence, misrepresentation, restitution or otherwise. Unless the Instructing Party notifies the Expert that it intends to make a claim in respect of an event within six months from the date of the Report, the Expert shall have no liability for that event.
    • Nothing in this clause shall limit the Instructing Party’s payment obligations under this agreement.
    • Nothing in this agreement limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and/or

(c) a breach of duty to the Court by either the Expert, the Instructing Party or by the Client.

Signature                                …………………………………………..…

Name                                        …………………………………………..…

Company Name                 ……………………………………………..

Date                                           ……………………………………………..