BGL Wellbeing Consultancy Terms & Conditions of Purchase

Version date: 19 June 2018

1. About us

1.1 Company details. BGL Group Limited (company number 2593690) (BGL) is a company registered in England and Wales and our registered office is at Pegasus House, Bakewell Road, Orton Southgate, Peterborough, PE2 6YS. 

1.2 Contacting us. To contact us telephone or e-mail the originator of and as set out in the Purchase Order. How to give us formal notice of any matter under the Contract is set out in clause 15.


2. Our contract with you

2.1 Our contract. These terms and conditions (Terms) apply to the Purchase Order entered into by you for the supply of certain services to employees of BGL Group Limited (BGL) as set out in the Purchase Order. These Terms, the Purchase Order and any annexes attached to the Purchase Order constitute the contract (Contract). These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 Entire agreement. The Contract constitutes the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Language. These Terms and the Contract are made only in the English language.

2.4 Your copy. You should print a copy of these Terms for future reference.
                     

3. Term

3.1 The Contract shall become effective as of the date of the Purchase Order and continue in full force and effect until the completion of the period stated in the Purchase Order (Term), unless the Contract is terminated by either party giving to the other not less than one months’ prior written notice or until earlier termination in accordance with clause 11.

3.2 The services shall be provided to BGL employees at the sites detailed in the Purchase Order and BGL will provide you with access to suitable accommodation at the sites for this purpose together with access to such other facilities as the parties may agree in writing in advance.
 

4. Duties

4.1You shall use your best endeavours to promote the interests of BGL and any other company in its group and, unless prevented by ill health or accident, devote sufficient time in each calendar month to carrying out the services for BGL as set out in the Purchase Order (Services).

4.2 If you are unable to provide the Services due to illness or injury you shall notify BGL as soon as reasonably practicable.

4.3 You will observe all health and safety rules and regulations and any other reasonable security requirements at the sites.  You agree to comply with BGL policies and procedures, which shall be communicated to you in advance.

4.4 With BGL’s prior written approval, you may appoint a suitably qualified substitute to perform the Services on your behalf, provided that the substitute shall be required to enter into direct undertakings with BGL, including with regard to confidentiality. We will continue to pay you your fee as provided in clause 5 below and you shall be responsible for the remuneration of (and any expenses incurred by) the substitute. You will not be paid for any period during which neither you nor any substitute provides the Services. For the avoidance of doubt, you will continue to be subject to all duties and obligations under the Contract for the duration of the appointment of the substitute.

4.5 You shall ensure that you are available at all times on reasonable notice to provide such assistance or information as BGL may require.

4.6 You have no authority (and shall not hold yourself out as having authority) to bind BGL, unless we have specifically permitted this in writing in advance.

5. Fees and expenses

5.1 BGL will pay you the fees inclusive of VAT calculated on a ‘per appointment’ basis as detailed in the Purchase Order. You shall submit invoices to BGL on a monthly basis in arrears inclusive of any VAT payable (if applicable). BGL will pay such invoices within 30 days of receipt, unless agreed otherwise and set out in the Purchase Order.

5.2 You agree to provide or otherwise ensure that you are available to provide in each calendar month the Fixed Appointments set out in the Purchase Order.  In consideration of you providing the Fixed Appointments, BGL agrees to pay to you the Guaranteed Fee set out in the Purchase Order.  For the avoidance of doubt the Guaranteed Fee shall be payable to you regardless of the number of Fixed Appointments actually attended by employees in each calendar month. 

5.3 You are responsible for all other expenses, unless agreed otherwise and set out in the Purchase Order.

5.4 We are entitled to deduct from any sums payable to you any sums that you may owe BGL or any other company in its group at any time.

6. Other activities

You may be engaged, employed or concerned in any other business, trade, profession or other activity which does not place you in a conflict of interest with BGL. 

7. Confidential information and BGL property

7.1 You shall not use or disclose to any person either during or at any time after your engagement by BGL any confidential information about the business or affairs of BGL or any other company in its group or any of its business contacts, or about any other confidential matters which may come to your knowledge in the course of providing the Services. For the purposes of this clause 7, confidential information means any information or matter which is not in the public domain and which relates to the affairs of BGL or any other company in its group or any of its or their business contacts.

7.2 The restriction in clause 7.1 does not apply to:

   7.2.1 any use or disclosure authorised by BGL or as required by law;

or

   7.2.2 any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.

7.3 All documents, manuals, hardware and software provided for your use by BGL, and any data or documents (including copies) produced, maintained or stored on BGL's computer systems or other electronic equipment (including mobile phones if provided by BGL), remain the property of BGL. 

8. Data protection

8.1 For the purpose of this clause 8 Data Protection Legislation shall mean i) the Data Protection Act 1998; ii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; iii) from 25 May 2018 the General Data Protection Regulation (EU 2016/679) and any legislation implemented in connection with the General Data Protection Regulation; iv) any data protection legislation coming into force as a result of the United Kingdom leaving the European Union and v) any replacement legislation in respect of any of the same coming into effect from time to time and in each case as amended, extended or superseded from time to time. 

8.2 You consent to BGL holding and processing data relating to you for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" as defined in the Data Protection Legislation relating to you including, as appropriate:

   8.2.1 information about your physical or mental health or condition in order to monitor sick leave and take decisions as to your fitness for work;

   8.2.2 your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; and

   8.2.3 information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

8.3 You consent to BGL making such information available to other companies in its group, those who provide products or services to BGL (such as advisers), regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of BGL or other companies in its group or any part of its business.

8.4 You consent to the transfer of such information to BGL's business contacts outside the European Economic Area in order to further its business interests.

8.5 To the extent you process any personal data on behalf of BGL, you shall, or your substitute, if applicable, (i) comply with all current and applicable Data Protection Legislation; (ii) comply with any of BGL’s instructions and only process the personal data where necessary to fulfil your obligations under the Contract; (iii) take appropriate technical and organisational measures to meet the standards within any Data Protection Legislation and notify BGL of any breaches which occur, (iv) ensure that no personal data is processing outside the United Kingdom without the prior written consent of BGL and (v) allow BGL to undertake audits to ensure compliance with this clause. 

9. Warranty

9.1 You warrant to BGL that you shall:

   9.1.1 Perform the Services with reasonable skill and care expected of a specialist in your field, and at all times shall perform the Services in accordance with all applicable laws and regulations and in accordance with all recognised practices and standards of your particular field; 

   9.1.2 Obtain and shall at all times maintain appropriate insurance (such as medical malpractice, public and product liability insurance).

10. Insurance and liability

10.1 You shall have personal liability for and shall indemnify BGL and any other company in its group for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by you, or any substitute engaged under the Contract, including any negligent or reckless act, omission or default in the provision of the Services and shall maintain in force during the period of the Contract adequate insurance cover with reputable insurers acceptable to BGL.

10.2 During the term of the Contract and for a period of 6 years thereafter, you shall maintain, with reputable insurance companies, adequate insurance policies in accordance with clause 10.1 to the value of £3,000,000 pounds per claim. You shall, at BGL’s request, produce the insurance certificates demonstrating that adequate insurance is in place. 

10.3 The provision of this clause 10 shall survive termination of the Contract howsoever arising. 

11. Termination

11.1 BGL may at any time terminate your engagement with immediate effect with no liability to make any further payment to you (other than in respect of any accrued fees or expenses at the date of termination) if:

   11.1.1 you are in material breach of any of your obligations under the Contract; or

   11.1.2 other than as a result of illness or accident, after notice in writing, you wilfully neglect to provide or fail to remedy any default in providing the Services.

11.2 Any delay by BGL in exercising its rights to terminate shall not constitute a waiver of those rights.

12. Obligations on termination 

Any BGL property in your possession and any original or copy documents obtained by you in the course of providing the Services shall be returned to BGL at any time on request and in any event on or before the termination of the Contract. You also undertake to irretrievably delete any information relating to the business of BGL or any other company in its group stored on any magnetic or optical disk or memory, and all matter derived from such sources which is in your possession or under your control outside the premises of BGL.

13. Status

13.1 You will be an independent contractor and nothing in the Contract shall render you an employee, worker, agent or partner of BGL and you shall not hold yourself out as such.

13.2 You shall be fully responsible for and indemnify BGL against any liability, assessment or claim for:

   13.2.1 taxation whatsoever arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law; and

   13.2.2 any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you or any substitute against BGL arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of BGL.

13.3 BGL may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.

14. Assignment and subcontracting 

14.1 You shall not be entitled to assign, transfer or otherwise deal with any of your rights or obligations under the Contract to any third party without the prior written consent of BGL. 

14.2 BGL may assign or transfer its rights or obligations under the Contract to any Group Company without your consent.

15. Communications between us

15.1 When we refer to "in writing" in these Terms, this includes email.

15.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

15.3 A notice or other communication is deemed to have been received: 

   15.3.1 if delivered personally, on signature of a delivery receipt; 

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

   15.3.2 if sent by email, at 9.00 am the next working day after transmission.

15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee. 

15.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

16. Severance 

Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

17. Survival

The parties hereby agree and acknowledge that clauses 7 and 10 shall survive the termination of the Contract or the expiry of the Term.

18. Third party rights

The Contract is between you and BGL. No other person has any rights to enforce any of its terms.

19. Waiver

If BGL does not insist that you perform any of your obligations under the Contract, or if BGL does not enforce its rights against you, or if BGL delays in doing so, that will not mean that BGL has waived its rights against you or that you do not have to comply with those obligations. If BGL does waive any rights, BGL will only do so in writing, and that will not mean that BGL will automatically waive any right related to any later default by you 

20. Governing law

The Contract is governed by English law and the parties each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

21. Variation

Any variation of the Contract only has effect if it is in writing and signed by you and BGL (or our respective authorised representatives).

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