Terms of Business: Direct Client Terms

Agreed Terms

1 Interpretation
1.1 The definitions and interpretation set out in Schedule 1 apply to this Agreement.

2 Basis of Contract
2.1 We shall provide the Services to you on the terms and conditions of this Agreement.
2.2 We shall provide the Services for the Term at which point this Agreement will automatically terminate.

3 OrderReferral
3.1 You may at any time provide us with an Referral Form for Services. The Referral shall only be valid where you complete and return an Referral Form to us. To view the form please click here.
3.2 Each Referral Form submitted by you to us shall be an offer to purchase Services subject to this Agreement and shall not constitute a binding obligation on us to supply the Services until such time as we have acknowledged and accepted the Referral Form in writing. We may accept or reject an Instruction in our absolute discretion.

4 Supply of Services
4.1 We shall provide the Services to you and deliver the Deliverables to you, in accordance with this Agreement.
4.2 We shall ensure that all the Clinicians are accredited or registered (as applicable) by BABCP, HCPC, BACP,EABCT or an equivalent accrediting body and/or registering body relevant to the Clinician’s clinical expertise.
4.3 We will manage Clinician performance and their delivery of the Services in accordance with Good Industry Practice.
4.4 If the performance of our obligations under this Agreement is prevented or delayed by any act or omission by you, your agents, subcontractors, consultants, or the Service User, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

5 Your Obligations
5.1 You shall:
5.1.1 provide, in a timely manner, such In-put Material and other information as we may reasonably require, and ensure that it is accurate in all material respects;
5.1.2 obtain and maintain all necessary licences and consents;
5.1.3 comply with all applicable relevant legislation in relation to the Services; and
5.2 Subject to clause 12, you shall be liable to pay to us, on demand all reasonable costs, charges or losses sustained or incurred by us (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of your obligations under this agreement, subject to us confirming such costs, charges and losses to you in writing.
5.3 You shall not knowingly at any time during the term of this agreement, save with our prior written consent, directly contact any Clinician or enter into a contract, directly, for the services of the Clinician.

6 Charges and Payment
6.1 In consideration of the Services provided by us, you shall pay the Charges, which are set out in Schedule 3.
6.2 For the avoidance of doubt, the Charges will be on a fixed price basis for the Term. Any further Order Referral Form completed will incur additional Charges which may be subject to the Annual Increase and shall be agreed in writing between the parties.
6.3 The parties agree that we may review and amend the Charges as we see fit on an annual basis with effect from the start of each new Financial Year (Annual Increase). The Annual Increase will not affect any Orders Referrals made before the Annual Increase takes effect.
6.4 We may issue separate invoices for the Services we provide to each individual Service User. Invoices will be issued following us completing the assessment of the individual Service User and then every six (6) sessions provided to the individual Service User until treatment completion.
6.5 The Service User must give us not less than forty eight (48) hours’ notice in order to cancel or postpone the Services. If the Service User fails to attend an appointment without notice or does not provide at least forty eight (48) hours’ notice to cancel or postpone the Services and fails to attend their scheduled appointment in relation to such Services, you will be responsible for all applicable Charges that would have been due to us for the provision of such ServicesN.
6.6 You shall pay each invoice submitted by us, in full and in cleared funds, within 30 calendar days from the date of invoice.
6.7 Without prejudice to any other right or remedy that we may have, if you fail to pay us on the due date, we may:
6.7.1 charge interest on such sum from the due date for payment at the annual rate of four (4) percent above the base rate from time to time of the Bank of England (but at four (4) percent a year for any period when that base rate is below 0%), accruing on a daily basis until payment is made, whether before or after any judgment; and
6.7.2 without liability to you, suspend all Services until payment has been made in full.
6.8 Neither party may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the other party under this agreement against any amounts payable by it to the other party under this agreement.

7 Intellectual Property Rights
7.1 All Intellectual Property used in connection with this Agreement shall remain the property of the party who owns it or the third party who licenses it to that party as at the date of this Agreement. No licence is granted in relation to each party’s Intellectual Property unless specifically agreed to in writing.
7.2 We shall be entitled to use in any way we deem fit any skills, techniques or know-how acquired or developed or used in connection with this Agreement provided always that such skills, techniques or know-how do not infringe your Intellectual Property Rights now or in the future or disclose or breach the confidentiality of your Confidential Information.

8 Confidentiality
8.1 Each party agrees that it will keep confidential and will not (whether directly or indirectly) disclose, use, copy or modify any Confidential Information belonging to the other. In this clause Confidential Information shall mean all technical or commercial know-how, specifications, databases, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the other party, its employees, agents, consultants or subcontractors and any other confidential information concerning the disclosing party’s business or the Services.
8.2 This clause shall remain in force in perpetuity.

9 Limitation of Liability and Insurance
9.1 Neither party limits its liability for loss arising from death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors; fraud by it or its employees; or any matter in respect of which it would be unlawful for either party to exclude or restrict liability.
9.2 Subject to clause 9.1, neither party shall under no circumstances be liable for:
9.2.1 any indirect, special, punitive or consequential loss; and/or
9.2.2 any loss of anticipated profits or loss of business (whether direct or indirect); and/or
9.2.3 any third party claims against you, whether such liability would otherwise arise in contract, tort (including negligence) or breach of statutory duty or otherwise.
9.3 The extent of our liability under or in connection with the agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall not exceed (i) in the case of liabilities other than those relating to breach of clause 13 (Data Protection) the annual price paid by you under this agreement and (ii) in the case of liabilities relating to breach of clause 13 (Data protection), three x the annual price paid by you under this agreement.

10 Data Protection
10.1 The parties shall comply with the data protection provisions contained in Schedule 2 to this Agreement.

11 Termination
11.1 This agreement may be terminated by either party without liability to the other (save for any charges that are due and payable for Services delivered or which remain to be performed) immediately on giving notice to the other if:
11.2 On termination of the Agreement, for whatever reason:
11.2.1 the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination; provisions which expressly or by implication have effect after termination shall continue in full force and effect, including the following provisions: clause 3 (Order), clause 5 (Your obligations), clause 7 (Intellectual Property), clause 8 (Confidentiality), clause 9 (Limitation of Liability and Insurance),                            clause 10 (Data protection) this clause 11 (Termination), clause 13 (Anti-Bribery, Modern Slavery and Criminal Finances) clause 20 (Rights of third parties), clause 21 (Notices) and clause 22 (Governing law and jurisdiction).
11.3 On termination of the agreement due to a breach by you of clause 11.2, you shall immediately pay to us all of our outstanding unpaid 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 Force Majeure
12.1 We shall not have any liability for any failure or delay in performance of this Agreement to the extent the same results from any event beyond our reasonable control for as long as such event means that performance of the Agreement is not possible or is delayed. We will promptly notify you in writing when such event causes a delay or failure in performance and when it ceases to do so. If such event continues for a continuous period of more than one month, we may terminate this Agreement by written notice to you.

13 Anti-Bribery, Modern Slavery and Criminal Finances
13.1 The parties shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including, but not limited to, the Bribery Act 2010 and relating to modern slavery including but not limited to, the Modern Slavery Act 2015.
13.2 In the event that either party breaches any of the provisions of this clause 13 (“Breaching Party“), the other party shall at its option immediately terminate this Agreement.

14 Waiver
14.1 A waiver of any right or remedy under this agreement 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 this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
14.2 No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of any such right or remedy.

15 Severance
15.1 If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
15.2 If any invalid, unenforceable or illegal provisions of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

16 Entire Agreement
16.1 This agreement and the documents referred to in it constitutes the entire agreement between the parties and supersede and extinguish all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement.
16.2 Each party acknowledges that, in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.
16.3 Nothing in this provision shall limit or exclude any liability for fraud.

17 Assignment
17.1 Neither party shall, without the prior written consent of the other party, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement.
17.2 Each party that has rights under this agreement is acting on its own behalf and not for the benefit of another person.

18 Rights of Third Parties
A party who is not a party to this agreement shall not have any rights under or in connection with it.

19 Governing Law and Jurisdiction
19.1 Any dispute or claim arising out of or in connection with the agreement, services or any other subject matter (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
19.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the agreement, services or any other subject matter (including non-contractual disputes or claims).

THIS AGREEMENT HAS BEEN ENTERED INTO on the date of the applicable Referral Order Form.

Schedule 1 – Definitions and Interpretation

1. The following definitions apply in this agreement.
“Agreement” means these Terms and Conditions, the ReferralOrder Form and any other documents incorporated into the agreement in these Terms or the ReferralOrder Form;
“BABCP” means the British Association of Behavioural & Cognitive Psychotherapies;
“Business Days” means a day other than a Saturday, Sunday or Bank Holiday when banks are open for business;
“Charges” means the charges set out in the Referral Order Form and payable by you in accordance with clause 9;
“Clinician” means the individual engaged by us to provide the Services to the Service User;
“Consumer Prices Index” means the Consumer Prices Index as published by the Office for National Statistics from time to time, or failing such publication, such other index as the parties may agree most closely resembles such index;
“Customer” has the meaning set out in X of the ReferralOrder Form;
“Data Protection Legislation” means, as applicable to either party and the Services, any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (a) the GDPR, (b) the Data Protection Act 2018, (c) any other applicable laws, rules, regulations, regulatory guidance and regulatory requirements from time to time, (d) any laws which implement or supplement such laws, and (e) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
“Data Protection Supervisory Authority” means any regulator, authority or body responsible for administering Data Protection Legislation;
“Data Subject” shall have the same meaning as set out in the Data Protection Legislation;
“Deliverables” means all Documents, clinical notes, reports, assessments and materials developed for you and/or the Service User by us or our agents, subcontractors, consultants and employees in relation to the Services in any form;
“Document” includes, in addition to any document in writing, any email, drawing, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form;
“Good Industry Practice” means in relation to any undertaking and any circumstances, the exercise of that degree of professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or company engaged in the same type of activity under the same or similar circumstances;
“GDPR” means the General Data Protection Regulation, Regulation (EU) 2016/679, together with laws implementing or supplementing the GDPR in the appropriate local territories of the European Economic Area (“EEA”) and the United Kingdom as amended and superseded from time to time;
“HCPC” means the Health and Care Professions Council;
“In-put Material” means all Documents, information and materials provided by you relating to the Services, including but not limited to medical notes, assessments, data, reports and employment related documents;
“Insolvency Event” means in relation to a party, that party suffering or being subject to any of the following events: (i) the party stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so; (ii) the party is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the other party reasonably believes that to be the case; (iii) the party is subject to a moratorium under Part A1 of the Insolvency Act 1986, a company voluntary arrangement under the Insolvency Act 1986, a restructuring plan under Part 26A of the Companies Act 2006 or a scheme of arrangement under Part 26 of the Companies Act 2006; (iv) the party has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income or 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; (v) the party has a resolution passed for its winding up; (vi) the party has a freezing order made against it; or (vii) an event occurs which is analogous to any of the foregoing events anywhere in the world.
“Intellectual Property” means any and all Intellectual Property Rights owned or controlled by the relevant party or licensed to the relevant party;
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Referral” means the Customer’s referral for the Services from the Supplier as set out in the Referral Form;
“Referral Form” means the electronic or physical form (including its schedules, annexes and appendices (if any) referring into the Services and entered into by or on behalf of the Customer and Supplier, incorporating these Terms (and as varied by the parties by agreement in writing from time to time);
“Personal Data” has the meaning set out in Data Protection Legislation;
“Service User” means the end user of the Services, referred by you to us for the purpose of being assessed and treated by a Clinician;
“Services” means the provision of psychological assessment and treatment services which include ancillary services as set out in the relevant Instruction together with any other services which we provide or agree to provide to a Service User;
“Special Category Data” has the meaning as defined in the Data Protection Legislation;
“Supplier” means Onebright Limited incorporated and registered in England and Wales with company number 09507950 whose registered office address is at First Floor West Wing, Holgate Park Drive, York, United Kingdom, YO26 4GN;
“Term” means the period that the applicable Service User(s) under each Referralare being assessed and treated by a Clinician;
“Terms and Conditions” means our terms and conditions of supply set out in this document;
“VAT” means value added tax chargeable under English law for the time being and any similar additional tax.

2. Provisions, clauses, and paragraph headings shall not affect the interpretation this agreement.
3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
4. The schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the schedules.
5. Words in the singular shall include the plural and vice versa.
6. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
7. A reference to writing or written includes email.
8. Where the words include(s), including or in particular are used in this agreement, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
9. Any obligation in this agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
10. References to provisions or clauses are the provisions and clauses of this agreement.
11. The expressions “we”, “us” or “our” refer to the Supplier and the expression “you” refers to the Customer.

Schedule 2 – Data Protection

1. All capitalised terms in this Schedule 2 which are not elsewhere defined in this Agreement shall have the meanings ascribed to them in the Data Protection Legislation.
2. In respect of this Agreement, the details of the Personal Data Processing (including the scope and nature of the processing, the types of Personal Data and the categories of Data Subjects) are set out in the Appendix to this Schedule 2.
3. The parties acknowledge that, except as provided in paragraph 4 of this Schedule 2, each party will act as a separate and independent Controller in relation to the Personal Data which they Process pursuant to this agreement, including any Personal Data disclosed by one party (“Discloser“) to the other party (“Recipient“) in the performance of that party’s rights or obligations under this Agreement.
4. In respect of Personal Data relating to our personnel engaged in performing our obligations under this agreement which you might Process in connection with this Agreement, you are a Processor and we are a Controller. In respect of Personal Data relating to your personnel engaged in performing your obligations under this Agreement which we might Process in connection with this Agreement, we are a Processor and you are a Controller.
5. The parties shall each comply with their respective obligations under the Data Protection Legislation in respect of their Processing of Personal Data.
6. Where acting as a Discloser, each party shall only disclose the Personal Data for one or more defined purposes which are consistent with the terms of this agreement (other than to comply with a requirement of Applicable Law, regulation or professional code of practice to which a party is subject) (“Purposes“); and obtain necessary consents or authorisations required to permit the disclosure of such Personal Data to the Recipient for the Purposes, including but not limited to ensuring that it has established a valid exemption under Art 9 GDPR for such processing and disclosure of any Special Category Data (as applicable).
7. Where acting as a Recipient, each party shall comply with applicable Data Protection Legislation and, without limitation to the foregoing:
i. put in place and maintain appropriate technical and organisational measures to protect the Personal Data against unauthorized or unlawful processing or accidental destruction, loss or damage, taking into account the state of the art, the cost of implementation and the nature, scope, context and purposes of processing, as well as the risk of varying likelihood and severity for the freedoms of natural persons;
ii. have adequate security programmes and procedures to ensure that only authorised personnel have access to Personal Data and that any persons authorised to have access to Personal Data shall respect and maintain all due confidentiality;
iii. only process Personal Data for the Purposes;
iv. not Process Personal Data for longer than is necessary to carry out the Purposes or as otherwise specified in the Recipient’s data retention policy (other than to comply with a requirement of Applicable Law, regulation or professional code of practice to which the Recipient (including its personnel) is subject); and
v. notify the Discloser promptly (no longer than 48 hours) upon becoming aware of a Personal Data Breach which involves the Personal Data processed in connection with this Agreement and each party shall co-operate with the other, to the extent reasonably requested, in relation to any notifications to supervisory authorities or to Data Subjects which are required following a Personal Data Breach involving the Personal Data.
8. Each party shall co-operate with the other, to the extent reasonably requested, in relation to: (a) any Data Subject Requests; (b) any other communication from a Data Subject concerning the Processing of their Personal Data; and (c) any communication from a Data Protection Supervisory Authority concerning the Processing of Personal Data, or compliance with the Data Protection Legislation.
9. The parties shall not Process any Personal Data (nor permit any Personal Data to be processed) in a territory outside of the EEA or the United Kingdom unless it has taken such measures as are necessary to ensure the transfer is in compliance with Data Protection Legislation.
10. We may use anonymised data for research purposes.

Appendix

This Appendix to Schedule 2 sets out the details of the Processing of the Personal Data by the parties under this Agreement.

Subject matter and duration of the Processing of the Personal Data
Personal Data will be processed by each party for the purposes of providing and receiving the Services (as applicable) pursuant to this agreement. Personal Data shall be processed for no longer than necessary for the provision and receipt of the Services, unless otherwise required by Applicable Law. Personal Data may be retained beyond what is necessary for the provision and receipt of the Services in order to comply with Applicable Law, regulation of code of practice of which each party (and its personnel) may be subject to, in line with the storing party’s data retention policy.

The nature and purpose of the Processing of the Personal Data
We will collect and process Personal Data in order to provide the Services (the provision of psychological assessment and treatment and ancillary services to Service Users) arising under this agreement. In the provision of Services, we will make clinical decisions in respect of treatment, acting as an independent Controller and not a Processor of you.

The types of the Personal Data to be Processed

• Name(title, first name and surname)
• GP details Clinical measures (including but not limited to GAD7 and PHQ9) pre, during and post treatment
• Date of birth Next of Kin details Risk assessment
• Address Accident details Outcomes of treatment
• Email address Job details Achievement of clinical goals
• Telephone number(s) Absence from work Satisfaction questionnaire outcomes
• Gender Presenting problems
• Ethnicity Impact on work functioning

The categories of Data Subject to whom the Personal Data relates

• Supplier Employees
• Customer Employees
• Clinicians
• Service User

Schedule 3 – Charges

Service Adult:

Standard Assessment £150
Standard Assessment delivered by a Psychologist £175

Treatment Session cost Adult:

Counselling Remote £75
Counselling FTF £86
CBT Therapies Remote £125/ £145
CBT Therapies FTF £135
Therapy delivered by a Psychologist F2F / Remote £160
EMDR FTF/Remote £135
Psychiatry Assessment £600
Psychiatry Follow up Appt (Remote) £345

Service Under 18’s:

Standard Assessment £165
Standard Assessment delivered by a Psychologist £190

Treatment Session cost Under 18’s:

Counselling Remote £95
Counselling FTF £106
CBT Therapies Remote £145
CBT Therapies FTF £155
Therapy delivered by a Psychologist F2F / Remote £180
EMDR FTF/Remote £155
Psychiatry Assessment £750
Psychiatry Follow up Appt (Remote) £380

Other Costs:

All failures to attend or cancellations with less than 48 hours notice 100% of cost
Do not proceed to assessment fee £25