2

2.1

2.2







2.3

3

3.1

3.2

4

4.1

4.2



4.3



4.4

4.5








5

5.1



5.2



6

6.1

6.2


7

7.1

7.2

7.3


7.4





8

8.1







8.2


8.3



9

9.1


9.2




9.3



9.4

10

10.1






10.2






10.3

10.4

10.5

10.6

10.7

10.8

10.9

11

11.1






11.2





















11.3







12

12.1



12.2


13

13.1


13.2

14

14.1

14.2




14.3

14.4


14.5



14.6



14.7

14.8

In these Terms and Conditions, except to the extent expressly provided otherwise:

"Authorised Parties" means those employees, agents and independent contractors of the Customer who are engaged by and authorised by the Client to use the Services and Deliverables in connection with the day to day running of the Clients’ business;        

"Charges" means:

(a)    the amounts specified in the Order Form and elsewhere in these Terms and Conditions;
(b)    such other amounts as may be agreed in writing by the parties from time to time; and
(c)    additional charges for third party services not included in the package, but provided through The Care Partnership, and detailed in our additional services guide.

"Client" means the person or entity identified as such in the Order Form;

"Client Materials" means all works and materials supplied by or on behalf of the Client to the Consultant for incorporation into the Deliverables or for some other use in connection with the Services;

"Consultant" means The Care Partnership Ltd a company incorporated in England and Wales (registration number 13316551) having it's registered office at 20 Red Lion Street, Holborn, London, WC1R 4PS;

"Contract" means a particular contract made under these Terms and Conditions between the Consultant and the Client;

"Deliverables" means those deliverables specified in the Order Form that the Consultant has agreed to deliver to the Client under these Terms and Conditions, and such other deliverables as the parties may agree in writing from time to time;

"Effective Date" means the date the Order Form is signed, incorporating these Terms and Conditions;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these"intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"NoP" means a notice of proposal to refuse, issued by the Regulator when refusing registration;

"Order Form" means the online form signed by the client prior to the commencement of services;

"Regulator" means the Care Quality Commission or CQC;

"Services" means the consultancy services, as more particularly described as by the deliverables outlined in the Order Form;

"Term" means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Terms and Conditions" means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Order Form, including any amendments to that documentation from time to time; and

"Third Party Materials" means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party, and which are specified in the Order Form or which the parties agree in writing shall be incorporated into the Deliverables.

Term

‍The Contract shall come into force upon the Effective Date.

The Contract shall continue in force until:

(a)    all the Services have been completed;
(b)    all the Deliverables have been delivered; and
(c)    all the Charges have been paid in cleared funds,

upon which it will terminate automatically, subject to termination in accordance with Clause 11.

Unless the parties expressly agree otherwise in writing, each Order Form shall create a distinct contract under these Terms and Conditions.

Services

The Consultant shall reasonably endeavour provide the Services to the Client in accordance with these Terms and Conditions.

The Consultant shall reasonably endeavour to provide the Services as outlined in the Order Form, and with reasonable skill and care.

Deliverables

The Consultant shall use reasonable endeavour to deliver the Deliverables to the Client.

The Client must promptly, following receipt of a written request from the Consultant to do so, provide written feedback to the Consultant concerning the Consultant's proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.

The Consultant shall use its best endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in the Order Form, although it should be noted that due to operating in a heavily regulated sector, some delays may be encountered as part of the process of applying to start a new service with the Regulator, or for other reasons not defined that are outside of the Consultant's control.

If a delay or change of circumstances arises, an updated timetable for Deliverables will be provided in writing to the Client.

The Consultant warrants to the Client that:

(a)    the Deliverables will conform with the requirements in the Order Form as at the date of delivery of the Deliverables, or if delays are experienced (as outlined in Clause 4.3), in line with the updated timeline as detailed in Clause 4.4;
(b)    the Deliverables will be free from material defects; and
(c)    the Deliverables when used by the Client in accordance with these Terms and Conditions will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

Licence

The Consultant hereby grants to the Client a non-exclusive, worldwide, perpetual and irrevocable licence to copy, store, distribute, publish, adapt, edit and otherwise use the Deliverables (excluding the Third Party Materials) and the Client Materials in connection with the day to day running of the Client’s business.

The licence granted to the client (as outlined in Clause 5.1), does not grant the Client any right to sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Deliverables available to any third party except the Authorised Parties.

Charges

The Client shall pay the Charges to the Consultant in accordance with these Terms and Conditions.

All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated inclusive of any applicable value added taxes.

Payments

The Consultant shall issue invoices for the Charges to the Client in advance of the delivery of the relevant Services to the Client.

The Client must pay the Charges to the Consultant on receipt of an invoice issued in accordance with this Clause 7.

The Client must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque (using such payment details as are notified by the Consultant to the Client from time to time).

If the Client does not pay any amount properly due to the Consultant under these Terms and Conditions, the Consultant may:

(a)    charge the Client interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b)    claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

Warranties

The Consultant warrants to the Client that:

(a)    the Consultant has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
(b)    the Consultant will comply with all applicable legal and regulatory requirements applying to the exercise of the Consultant's rights and the fulfilment of the Consultant's obligations under these Terms and Conditions; and
(c)    the Consultant has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.

The Client warrants to the Consultant that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
‍
All of the parties' warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions and the applicable Order Form. Subject to Clause 8.1, no other warranties or representations will be implied into the Contract and no other warranties or representations relating to the subject matter of the Contract will be implied into any other contract.

Refusal of Registration

Nothing in these terms will hold the Consultant liable if the Clients registration with the Regulator is refused due to a reason outside of the Consultants control.

The Consultant will conduct initial due diligence prior to an Order Form being signed, and provide information on the likely suitability of the Client to register with the Regulator. This advice is not a substitute for that of a qualified legal professional and it is the Clients’ decision whether to use this information, combined with their own research to purchase the Services, and as such submit an application to provide regulated care services to the Regulator.

In the event of the Regulator refusing registration, and appeals being logged with the Regulator (where relevant) the Client will be offered support to provide services that fall outside the scope of registration, at which point an updated timeline for Deliverables will be provided in line with Clause 4.4.

Refunds of Charges will not be made where registration with the Regulator is refused, for reasons outside of the Consultants control.

Limitations and exclusions of liability

Nothing in these Terms and Conditions will:
‍
(a)    limit or exclude any liability for death or personal injury resulting from negligence;
(b)    limit or exclude any liability for fraud or fraudulent misrepresentation;
(c)    limit any liabilities in any way that is not permitted under applicable law; or
(d)    exclude any liabilities that may not be excluded under applicable law.

The limitations and exclusions of liability set out in this Clause 10 and elsewhere in these Terms and Conditions:

(a)    are subject to Clause 10.1; and
(b)    govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.

Neither party shall be liable to the other party in respect of any loss of revenue or income.

Neither party shall be liable to the other party in respect of any loss of use or production.

Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.

Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software.

Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
‍
The Consultant shall not be liable to the Client in respect of any loss due to a NoP being issued by the Regulator, as outlined in Clause 9.

Termination

Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a)    the other party commits any breach of the Contract, and the breach is not remediable;
(b)    the other party commits a breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
(c)    the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).

Subject to applicable law, either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a)    the other party:
‍
   (i)     is dissolved;
   (ii)    ceases to conduct all (or substantially all) of its business;
   (iii)   is or becomes unable to pay its debts as they fall due;
   (iv)   is or becomes insolvent or is declared insolvent; or
   (v)    convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)    an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)    an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or

(d)    if that other party is an individual:
‍
   (i)     that other party dies;
   (ii)    as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
   (iii)   that other party is the subject of a bankruptcy petition or order.

The Consultant may terminate the Contract immediately by giving written notice to the Client if:

(a)    any amount due to be paid by the Client to the Consultant under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b)    the Consultant has given to the Client at least 30 days' written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 11.3.

Effects of termination

Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 5, 7.2, 7.4, 10, 12, 14.2 and 15.

Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Contract shall not affect the accrued rights of either party.

Subcontracting

The Consultant must not subcontract any of its obligations under the Contract without the prior written consent of the Client, providing that the Client must not unreasonably withhold or delay the giving of such consent.

The Consultant shall remain responsible to the Client for the performance of any subcontracted obligations.

General

No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.

If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

The Contract may not be varied except by a written document signed by or on behalf of each of the parties.

Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.

The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.

These Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

The Contract shall be governed by and construed in accordance with English law.

The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.