Terms & Conditions

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).

Interpretation

The following definitions and rules of interpretation apply in these Terms.

Definitions:

Interpretation:

Unless expressly provided otherwise in this Contract, a 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.

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.

A reference to writing or written includes fax but not email.

Basis of Contract

These are the Terms on which We supply services to you and are to be read in conjunction with any terms contained in Your Booking Confirmation or that may be supplied to you during the Appointment. These Terms, Your Booking Confirmation and any additional terms supplied to You during the Appointment or in Your Booking Confirmation together shall constitute (the Booking Contract).

The Booking Contract shall only be deemed to be accepted when the Company issues a Booking Confirmation.

These Terms apply to the Booking Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

Supply of Services

We will provide the Services to You in accordance with the Booking Contract.

We will make every effort to complete the Services on time subject to clause 11.1.

We reserve the right to amend the Services if necessary to comply with any applicable laws or regulatory requirements and We will notify You in any such event.

We warrant to You that the Services will be provided using reasonable care and skill by a health professional competent and qualified to carry out such Services.

Services shall only be provided by Our Providers at Our Premises. Any services not carried out at Our Premises will not be Our responsibility and will not constitute the Services. Any services not carried out at our Premises will not be covered by Our insurance.

Our Providers

Our Providers are engaged by Us as either employees or self-employed consultants. Subject to clause 9:

We are only responsible for Services carried out by Our employees and not of those carried out by consultants; and

any Services carried out by consultant contractors will be the responsibility of the consultant contractors.

Your Obligations

You shall:

• ensure that the Booking Confirmation and any information you have provided when completing the Booking is complete and accurate;
• co-operate with Us in all matters relating to the Services; and
• provide Us with such information and materials as We may reasonably require in order to supply the Services which may include (without limitation) personal contact details and medical history and ensure that such information is complete and accurate in all material respects.

If Our performance of any of its obligations under the Booking Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Client Default):

without limiting or affecting any other right or remedy available to it, We shall have the right to suspend performance of the Services until You remedy the Client Default, and to rely on the Client Default to relieve Us from the performance of any of Our obligations in each case to the extent the Client Default prevents or delays Our performance of any of Our obligations;

We shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Your failure or delay to perform any of Your obligations as set out in this clause 5.2; and

You shall reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from the Client Default.

Fees and Payment

The fees for the Services shall be displayed on Our website and set out in the Booking Confirmation.

All amounts payable by You under the Booking Contract are exempt from amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Booking Contract by You to Us, You shall, on receipt of a valid VAT invoice from Us, pay to Us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

If you are paying under a payment plan and you do not make payment due to Us by the agreed due date(s), the full amount outstanding shall be due and payable to Us immediately.

If You fail to make a payment due to Us under the Booking Contract by the due date, then, without limiting Our remedies under clause 10, You 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 6.4 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

All amounts due under the Booking 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).

Intellectual Property Rights

All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by You) shall be owned by Us.

Data Protection

The parties shall comply with their data protection obligations as set out in Our Data Protection Policy which is available on Our website.

Due to the nature of Our Services, We may be required to share Your and Your baby’s personal data and/or information with other health professionals such as the Care Quality Commission, GPs, hospitals or social services. We have a legal requirement to share such information where there are safeguarding concerns or in the event of an investigation of You or Us by any regulatory body.

Data will not be disclosed to third parties except for the purposes mentioned at clause 8.2 above.

Limitation of Liability: Your Attention Is Particularly Drawn to this Clause.

We have obtained insurance cover in respect of Our own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover We have been able to arrange and You are responsible for making Your own arrangements for the insurance of any excess loss.

References to liability in this clause 9 include every kind of liability arising under or in connection with the Booking Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

Nothing in this clause 9 shall limit Your payment obligations under the Contract.

Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

death or personal injury caused by negligence;

fraud or fraudulent misrepresentation; and

breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

Subject clause 9.3 (No limitation in respect of deliberate default), clause 9.4 (No limitation of customer’s payment obligations) and clause 9.5 (Liabilities which cannot legally be limited), this clause 9.6 sets out the types of loss that are wholly excluded:

loss of profits.

loss of sales or business.

loss of agreements or contracts.

loss of anticipated savings.

loss of use or corruption of software, data or information.

loss of or damage to goodwill; and

indirect or consequential loss.

Unless You notify Us that You intend to make a claim in respect of an event within the notice period, We shall have no liability for that event. The notice period for an event shall start on the day on which You became, or ought reasonably to have become, aware of the event having occurred or having grounds to make a claim in respect of the event and shall expire three years from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

This clause 9 shall survive termination of the Contract.

Termination

Without affecting any other right or remedy available to it, either party may terminate the Booking Contract in accordance with Our Refund Policy which is available on Our website.

Without affecting any other right or remedy available to it, We may terminate the Booking Contract with immediate effect if You fail to pay any amount due under the Booking Contract on the due date for payment.

General

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.

Assignment and other dealings.

We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Booking Contract.

You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Booking Contract.

Confidentiality.

We undertake that We shall not disclose to any person any confidential information concerning You or Your baby except as permitted by clause 11.3.2.

We may disclose Your confidential information:

to Our employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the Services or Our obligations under the Contract. We shall ensure that Our employees, officers, representatives, contractors, subcontractors or advisers to whom We disclose Your confidential information comply with this clause 11.3; and

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

We will not use Your confidential information for any purpose other than to perform its obligations under the Contract.

Complaints

If you have any complaints about Our Services, please raise these by writing to Us at 9 Watkinson Street, Liverpool, L1 0AG. A copy of Our Complaints Policy can be made available upon request.

Entire agreement.

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

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 or negligent misstatement based on any statement in the Contract.

Nothing in this clause shall limit or exclude any liability for fraud.

Variation. Except as set out in these Terms, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

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 right or remedy. 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 Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 12.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Notices.

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 or residential address (in any other case); or sent by fax to its main fax number; or sent by email to the address specified in the Booking Confirmation.

Any notice or communication shall be deemed to have been received:

if delivered by hand, at the time the notice is left at the proper address;

if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

if sent by fax or email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.6.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

This clause 12.6 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.

Third party rights.

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.

The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

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.

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 Contract or its subject matter or formation.