Application: means the Member’s application to register as a Member for provision of Services, as set out on the Website, or as may be agreed between GS Medical Group and the Member from time to time, together with applicable Criteria.
Business Day: a day other than a Saturday, Sunday or public holiday in England.
Case Based Discussions (CbDs): case based discussions are professional conversations and informed discussions relating to cases where expert reports have already been submitted and are common place in medical education and medicolegal practice as part of appraisal of a case.
Commencement Date: has the meaning given in clause 2.3.
Conditions: these terms and conditions as amended from time to time in accordance with clause 12.5.
Contract: the contract between GS Medical Group and the Member for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.
CPR Compliance Policy: means the policy of GS Medical Group for the compliance of a Member with the Civil Procedures Rules in the UK, together with all applicable Practice Directions, case law and guidance.
Criteria: means the criteria that an applicant must meet in order to have an Application accepted by GS Medical Group, as set out on the Website from time to time, together with any other criteria notified to an applicant by GS Medical Group during the Term.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Fees: the fees payable by the Member for the supply of applicable Services, as set out on the Website and payable in accordance with clause 5.
Forum: means the forum on the Website Members to share information and ask questions of other Members or Supervisors, as made available on the Website and to only be used in accordance with these Conditions, including (but not limited to) no sharing of specific case details.
GS Medical Group: means Dr Giuseppe Spoto, who is a Fellow of the RCPsych and a medical educator, trading as GS Medical Group, being the supplier of the Services together with any other suitably qualified professionals as appointed by the GS Medical Group from time to time.
Guest System: means the system and process of allowing a visiting member of the Website temporary access to all materials and GS Medical Group Services, subject to these Conditions and applicable Criteria being satisfied.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, 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 including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Library: means the library of Medicolegal Reports of Members made available by GS Medical Group, to be accessed by other all Members as part of the Services, once they have had their Application accepted and have paid their Registration Fee, together with training materials, webinars or other Materials made available by GS Medical Group.
Materials: means the materials that GS Medical Group provide access to as part of the Services and made available to Members to access through the Library or otherwise, once the Member’s Application to register with the Website has been accepted by GS Medical Group, for use in accordance with these Conditions.
Medicolegal Reports: a report providing written evidence of a medical expert, which in this context are uploaded by a Member to the Library, subject to these Conditions.
Member: the person who receives the Services from GS Medical Group as detailed in these Conditions and is accepted as a Registered member of GS Medical Group, as detailed in an Application.
Mentor: means an expert providing Mentoring Services through GS Medical Group to a Member, in accordance with these Conditions.
Mentoring Services: means the services provided by GS Medical Group to a Member who has a Registration and pays the Registration Fee, to mentor the Member by email, phone and pre-arranged one-to-one meetings, as further described on the Website and as agreed with the Member during the Term, in accordance with these Conditions.
Registration, Registered: the Member’s initial registration required in order to access the Services and become a Member of GS Medical Group, following payment of the Registration Fee and completion of the Application.
Registration Fee: the initial annual fee payable by a Member upon Registration to become a Member of GS Medical Group, as detailed on the Website.
Regulator: means an applicable regulator in the UK.
Renewal Fee: means the fee payable by a Member to GS Medical Group for continued Membership, payable on the anniversary of the date on which the Member’s Registration Fee was paid upon Registration.
Services: means Mentoring Services, Supervision Services and CBDs, together with access to the Website (including the Forum and the Library, once Registration is complete), supplied by GS Medical Group to the Member in accordance with these Conditions.
Supervision Feedback: means the feedback provided by GS Medical Group for the Member, following completion of the relevant part of the Supervision Services, provided either verbally or by email.
Supervision Services: services for ad-hoc supervision to be supplied by GS Medical Group, on a one-to-one basis, in respect of a live case (as described further on the Website) in consideration for payment of applicable supervision Fees as detailed on the Website, in accordance with applicable law.
Supervisor: means the supervisor provided through GS Medical Group who provides the Supervision Services to a Member.
Term: means the term of the Contract, as set out in Clause 10 and within these Conditions.
Website: www.gsmedicalconsulting.com
1.2 Interpretation:
1.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.2.2 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.
1.2.3 A reference to writing or written includes email.
2.1 When you wish to apply to be Registered as a Member of GS Medical Group for provision of the Services, you must complete an Application on the Website, including providing your CV. Before any Application is accepted by GS Medical Group (which it may do in its absolute discretion), GS Medical Group shall conduct an interview with the applicant. If GS Medical Group is satisfied with the contents of the Application and the CV, the applicant meets the Criteria and has paid the relevant Registration Fee, then GS Medical Group shall be entitled to accept the Application (which it shall do by email notification), at which point the applicant becomes Registered as a Member and entitled to be provided with the Services and access to the Website to create login details for accessing the Forum and the Library. A Registered user of the Website shall be referred to as a ‘Member’ within these Conditions.
2.2 The Application constitutes an offer by the Member to purchase a Registration as a Member and/or Services (as indicated on an Application, or as agreed and paid for by the Member during the Term), in accordance with these Conditions.
2.3 As detailed in Clause 2.1 above, the Application shall only be deemed to be accepted when GS Medical Group issues written acceptance of the Application, at which point and on which date the Contract shall come into existence (Commencement Date).
2.4 Any descriptive matter or Materials issued by GS Medical Group are published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Member seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Being Registered as a Member with GS Medical Group and receiving the Services does not provide any guarantee of any referrals being received for work by the Member, or that GS Medical Group shall provide details of any potential referrals to the Member, at any time. Any such referrals will be entirely at the discretion of GS Medical Group.
3. SUPPLY OF SERVICES
3.1 GS Medical Group shall use all reasonable endeavours to meet any performance dates agreed in writing with the Member, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.2 GS Medical Group reserves the right to amend the content of the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, then GS Medical Group shall notify the Member in any such event.
3.3 GS Medical Group warrants to the Member that the Services will be provided using reasonable care and skill.
3.4 The Services are not accredited or endorsed and any views or opinions provided by GS Medical Group to all Members are the views and opinions of GS Medical Group (or the Members) based on their experience and none of the Services or such views or opinions shall be taken as coaching or advice in any way.
3.5 The Services will be solely advisory and GS Medical Group shall have no involvement in any live or future cases, matters or otherwise in any personal capacity whatsoever. Without limiting the foregoing, the Member shall be solely responsible for their own work and GS Medical Group shall not provide any sign-off or other form of authorisation or endorsement on any specific cases or work that the Member undertakes but may share with GS Medical Group, for the purposes of GS Medical Group providing the Mentoring Services or Supervision Services.
3.6 Where the Services include use of the Forum, the Member agrees to comply with the following rules of conduct and standards relating to the manner in which the Member may send messages or otherwise engage in discussions within the Forum (“Content Standards”):
3.6.1 Where any materials, data or other content (“Content") is uploaded by a Member into the Forum, such Content shall be deemed as not confidential and GS Medical Group shall be entitled to share such Content through Forum and/or in accordance with these Conditions;
3.6.2 Whilst GS Medical Group has adequate security measures in place to protect against unauthorised access to the Forum, Members have sole authority and control as to their access to the Forum and Content they have uploaded. Content is monitored by GS Medical Group, but Members should take care to ensure that they have a proper legal basis for using such information and they ensure that Content is uploaded correctly in the Forum. Content found to be in breach of the Content Standards will be removed, as detailed further in these Conditions.
3.6.3 Content uploaded to the Forum and/or Library must:
(a) comply with the law applicable in England and Wales and in any country from which it is uploaded;
(b) not promote discrimination of any form including based on religion, race, sex, sexual orientation, nationality, age or disability;
(c) not be obscene, offensive, hateful, unlawfully pornographic, contain violence or terrorist activity or be inflammatory or defamatory;
(d) not infringe any copyright, database right, trade mark or other Intellectual Property Rights of any other person;
(e) not breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
(f) not be in contempt of court;
(g) not advocate, promote, incite any third party to commit, or assist any unlawful or criminal act;
(h) not include any files or materials which contain viruses or other harmful compute code; and
(i) not be likely to harass, upset, embarrass, alarm or annoy any other person.
3.6.4 Members may only use the Services and access the Forum and Library for lawful purposes, as anticipated under these Conditions. Members shall not use the Services:
(a) in any way that breaches any applicable local, national or international law or regulation;
(b) in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
(c) for the purpose of harming or attempting to harm minors in any way;
(d) to bully, insult, intimidate or humiliate any person;
(e) unless otherwise agreed by GS Medical Group in writing, to promote or advertise products or services other than your own;
(f) to send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards;
(g) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
(h) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
3.6.5 Members shall:
(a) not reproduce, duplicate, copy or re-sell any part of the Services (including the Library or Forum), unless otherwise agreed by GS Medical Group in writing;
(b) not access without authority, interfere with, damage or disrupt the Services, Library, Forum or any equipment or network on which they are stored;
(c) not scan, test or introduce any virus or vulnerability to the Forum or Library or related network;
(d) violate the rights or privacy of any person;
(e) breach or otherwise circumvent any security or authentication requirements;
(f) probe, scan or test the vulnerability of Forum or Library; and
(g) not reverse engineer or otherwise tamper with the Website, Forum or Library.
3.6.6 Where GS Medical Group considers that a breach of the Content Standards has occurred, GS Medical Group may at its entire discretion take such action as it deems appropriate. Failure to comply with the Content Standards constitutes a material breach of these Conditions and may result in GS Medical Group taking all or any of the following actions:
(a) immediate, temporary or permanent withdrawal of the Member’s right to upload Content and/or access the Website, Forum and/or Library and other Services;
(b) legal proceedings for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
(c) disclosure of such information to law enforcement authorities and/or Regulator, as GS Medical Group reasonably feels is necessary or as required by law.
3.6.7 GS Medical Group excludes its liability for all action it may take in response to a breach of the Content Standards or in relation to Content uploaded to the Forum, Library or otherwise to the Website by a Member.
3.7 The Services shall be provided by GS Medical Group from his premises, unless otherwise agreed between the parties in writing (including by email).
3.8 The Member acknowledges that GS Medical Group is required to make any reports to the applicable Regulator in relation to any concerns GS Medical Group may have relating to a Member and that GS Medical Group reserves the right to report the Member to the Regulator, if required.
3.9 GS Medical Group cannot guarantee the Website or any of the Materials, Library or Forum will be available at all times. Where access to the Website is temporarily suspended or otherwise not possible, GS Medical Group will use reasonable endeavours to ensure any suspension or limited access is kept to a minimum and shall provide Members (where possible and appropriate) with reasonable advance notice of such suspension. GS Medical Group shall not be liable for any loss suffered by a Member as a result of the suspension of the Services or access to the Library, Forum or other Materials.
3.10 Access to the Materials, Website, Library or Forum is provided on an as is basis and GS Medical Group makes no warranties or representations as to the accuracy of the information provided in the Materials, Website, Library or Forum and cannot guarantee that they will be bug, error or virus free.
3.11 A Member accepts sole risk for Content they or other Members upload or permit access to in the Library or Forum.
4. MEMBER OBLIGATIONS
4.1 The Member shall:
4.1.1 ensure that the details provided in their Application and any information provided in respect of the Services are complete, accurate and not misleading;
4.1.2 only use the Forum and the Library, together with any other aspects of the Website, in accordance with these Conditions and GS Medical Group’s Website Use Terms applicable from time to time;
4.1.3 ensure that any Content uploaded by the Member can be uploaded and shared with GS Medical Group, for the purposes of providing the Services and shall ensure that all such Content is anonymised before upload;
4.1.4 co-operate with GS Medical Group in all matters relating to the Services;
4.1.5 attend any meetings arranged with GS Medical Group at the agreed time and date and contact GS Medical Group and/or the office of GS Medical Group as soon as possible if this is not possible;
4.1.6 provide GS Medical Group with such information and materials as GS Medical Group may reasonably require in order to supply the Services and ensure that such information is complete and accurate in all material respects;
4.1.7 comply with all applicable laws, including health and safety laws while on GS Medical Group’s premises;
4.1.8 undertake at least three (3) cases in any three year period; and
4.1.9 actively engage with the GS Medical Group community and be part of relevant academic discussions.
4.2 The Member acknowledges that any advice provided by GS Medical Group as part of the Services shall be taken in an advisory nature only.
4.3 If GS Medical Group's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Member or failure by the Member to perform any relevant obligation (Member Default):
4.3.1 without limiting or affecting any other right or remedy available to it, GS Medical Group shall have the right to suspend or cancel performance of the Services in the event of a Member Default;
4.3.2 GS Medical Group shall not be liable for any costs or losses sustained or incurred by the Member arising directly or indirectly from GS Medical Group's failure or delay to perform any of its obligations as set out in this clause 4.3; and
4.3.3 the Member shall reimburse GS Medical Group on written demand for any costs or losses sustained or incurred by GS Medical Group arising directly or indirectly from the Member Default.
4.4 Where a Member does not attend more than two (2) arranged sessions with GS Medical Group, or where GS Medical Group has reasonable concerns relating to the Member’s behaviour or actions, then GS Medical Group reserves the right to terminate the Contract with the applicable Member on providing written notice at any time.
5. FEES AND PAYMENT
5.1 The Member shall pay the initial Registration Fee no later than the Commencement Date and shall pay each annual Renewal Fee on each anniversary thereof, during the Term. Where the Registration Fee or a Renewal Fee is not paid by the Member when due, then GS Medical Group shall be entitled to terminate the Contract with the Member, who shall thereafter no longer be able to access the Services, including the Website, the Forum and/or the Library.
5.2 The Fees for the Services shall be as set out on the Website or as confirmed to a Member from time to time on request of any specific Services.
5.3 Members who require Supervision Services shall be informed of the Fees prior to making any appointment with GS Medical Group.
5.4 GS Medical Group shall be entitled to charge the Member for any expenses reasonably incurred by the individuals whom GS Medical Group engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, where applicable.
5.5 GS Medical Group reserves the right to increase the Fees on written notice to the Member on 3 months’ written notice.
5.6 In the case of Supervision Services, GS Medical Group shall be entitled to invoice the Member:
5.6.1 prior to any arranged appointment taking place; or
5.6.2 soon after such arranged appointment has taken place; or
5.6.3 soon after such an arranged appointment for any Member who did not attend such an arranged appointment and was a ‘no-show’.
5.7 The Member shall pay each invoice submitted by GS Medical Group:
5.7.1 within 7 days of the date of the invoice; and
5.7.2 in full and in cleared funds to a bank account nominated in writing by GS Medical Group, and
time for payment shall be of the essence of the Contract.
5.8 All amounts payable by the Member under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by GS Medical Group to the Member, the Member shall, on receipt of a valid VAT invoice from GS Medical Group, pay to GS Medical Group 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.
5.9 If the Member fails to make a payment due to GS Medical Group under the Contract by the due date, then, without limiting GS Medical Group's remedies under Clause 10, the Member shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment, at the rate of 4% a year above the Bank of England's base rate from time to time.
5.10 All amounts due under the 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).
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services, including the Materials (other than Intellectual Property Rights in any materials provided by the Member), shall be owned by GS Medical Group.
6.2 GS Medical Group grants to the Member, or shall procure the direct grant to the Member of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to use the Materials for the purpose of receiving and using the Services only and for educational purposes as part of their personal and professional development. Without limiting the generality of this Clause 6.2, the Member shall be strictly prohibited, and shall have no right to, copy or send the Materials to any other third party, whether all or in part, or to commercialise or otherwise sub-licence or use the Materials for any other purpose.
6.3 The Member shall not sub-license, assign or otherwise transfer the rights granted in Clause 6.2.
6.4 The Member grants GS Medical Group a fully paid-up, non-exclusive, royalty-free, perpetual, non-transferable licence to copy and modify any materials provided by the Member to GS Medical Group (as appropriate for the materials to fit standard report format), for the purpose of providing the Services to the Member, including (but not limited to) inclusion of such materials in the Library or Forum, as uploaded by the Member or by GS Medical Group once provided by the Member, including Medicolegal Reports. The Member warrants that they are entitled to grant such licence to GS Medical Group in accordance with this clause.
6.5 The Members shall fully and effectively indemnify GS Medical Group in relation to any losses, claims, penalties, liabilities, costs or expenses that may be incurred and/or payable by GS Medical Group as a result of the Member’s breach of Clause 6.4.
7. DATA PROTECTION
7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 7, Applicable Laws means (for so long as and to the extent that they apply to GS Medical Group) Data Protection Legislation and any other law that applies in the UK.
7.2 In respect of the Services, the parties acknowledge that for the purposes of Data Protection Legislation, GS Medical Group is controller for the personal data he collects and processes in relation to the Member, in accordance with the GS Medical Group Privacy Policy.
7.3 In respect of any personal data about other individuals (not the Member) provided by the Member to GS Medical Group during the course of GS Medical Group providing the Services, the parties acknowledge that for the purposes of the Data Protection Legislation, the Member is the controller and GS Medical Group is the processor. The Member agrees that they shall, where required and where relevant permissions for sharing such personal data have not been obtained (including sharing of any previous case involvement details in Medicolegal Reports or other materials) redact or otherwise anonymise such data so as not to disclose such personal data to GS Medical Group and/or the Forum or in other materials supplied by the Member.
7.4 Without prejudice to the generality of Clause 7.1, the Member will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to GS Medical Group for the duration and purposes of the Contract.
7.5 Without prejudice to the generality of Clause 7.1, GS Medical Group shall, in relation to any personal data processed in connection with the performance by GS Medical Group of its obligations under the Contract:
7.5.1 process that personal data only on the documented written instructions of the Member unless GS Medical Group is required by Applicable Laws to otherwise process that personal data. Where GS Medical Group is relying on Applicable Laws as the basis for processing personal data, GS Medical Group shall promptly notify the Member of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit GS Medical Group from so notifying the Member;
7.5.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Member, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
7.5.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
7.5.4 not transfer any personal data outside of the European Economic Area unless the prior written consent of the Member has been obtained and the following conditions are fulfilled:
(a) the Member or GS Medical Group has provided appropriate safeguards in relation to the transfer;
(b) the data subject has enforceable rights and effective legal remedies;
(c) GS Medical Group complies with its obligations under Applicable Law by providing an adequate level of protection to any personal data that is transferred; and
(d) GS Medical Group complies with reasonable instructions notified to it in advance by the Member with respect to the processing of the personal data;
7.5.5 notify the Member promptly on becoming aware of a personal data breach;
7.5.6 at the written direction of the Member, delete or return personal data and copies thereof to the Member on termination of the agreement unless required by Applicable Law to store the personal data. For the avoidance of doubt, this shall not require GS Medical Group to delete or return any supervisory or other non-personal data.
7.6 The Member consents to GS Medical Group appointing any third party processor of personal data under the Contract, providing that this complies with Applicable Law.
8. CANCELLATION
8.1 Members agree and accept that they will not be entitled to any refund of the Fees in the event of any purported cancellation of any of the Registration or provision of the Services or resignation as a Member.
8.2 GS Medical Group will, at his own discretion, attempt to rearrange or move any cancelled meeting where Services are to be provided, but provides no guarantee in respect of this.
9. LIMITATION OF LIABILITY: THE MEMBER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
9.1 GS Medical Group has obtained insurance cover in respect of his own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover GS Medical Group has been able to arrange and the Member is responsible for making its own arrangements for the insurance of any excess loss.
9.2 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
9.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
9.4.1 death or personal injury caused by negligence; or
9.4.2 fraud or fraudulent misrepresentation.
9.5 Subject to clause 9.4, GS Medical Group’s total liability to the Member shall not exceed:
9.5.1 the amount of the Registration Fee in any twelve (12) month period for any breaches of these Conditions by GS Medical Group in connection with the provision of Mentoring Services, the Library, Forum or other matters arising out of or in connection with Registration; or
9.5.2 the amount of Fees chargeable for Supervision Services in connection with the Supervision Services in respect of which such liability arose.
9.5.3 Subject to clause 9.4, the types of loss listed in this clause 9.5 are wholly excluded by the parties:
(a) loss of profits;
(b) loss of sales or business or loss of opportunities;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
9.6 GS Medical Group has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
9.7 Unless the Member notifies GS Medical Group that it intends to make a claim in respect of an event within the period from the day on which the Member became, or ought reasonably to have become, aware of the event having occurred and the period of twelve (12) months following such date, then GS Medical Group shall have no liability for that event. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
9.8 This Clause 9 shall survive termination of the Contract.
10. TERMINATION
10.1 This Contract comes into effect on the Commencement Date and shall continue for an initial period of three (3) years, which can be extended for further annual periods upon payment by the Member of the then applicable Renewal Fee.
10.2 GS Medical Group may terminate the Contract without cause or providing a reason to the Member immediately on written notice to the Member at any time during the Contract, providing a pro rata refund of the Registration Fee or applicable Renewal Fee for any whole months of the remaining annual period that have not yet been utilised by a Member. For the avoidance of doubt, where a Member’s Registration is terminated by GS Medical Group for cause in accordance with these Conditions then the Member shall not be entitled to any refund of any Fees paid by the Member up to the point of such termination.
10.3 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party three (3) months' written notice.
10.4 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so.
10.5 Without affecting any other right or remedy available to it, GS Medical Group may terminate the Contract with immediate effect by giving written notice to the Member if the Member has failed to disclose information during the Application process or during the Term, or if the Member is under any form of investigation by the REGULATOR.
10.6 Without affecting any other right or remedy available to it, GS Medical Group may suspend the supply of Services under the Contract or any other contract between the Member and GS Medical Group if the Member fails to pay any amount due under the Contract on the due date for payment, the Member becomes subject bankrupt or unable to pay its debts, or GS Medical Group reasonably believes that the Member is about to become subject to such process, or for the circumstances detailed in Clause 4.
11. CONSEQUENCES OF TERMINATION
11.1 On termination of the Contract:
11.1.1 the Member shall immediately pay to GS Medical Group any unpaid Fees and interest and, in respect of Services supplied but for which Fees have not been paid, GS Medical Group shall submit an invoice, which shall be payable by the Member immediately on receipt;
11.1.2 the Member shall no longer have access as a Registered Member of the Website and shall not be entitled to access the Forum and/or the Library.
11.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
12. GENERAL
12.1 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.
12.2 Assignment and other dealings.
12.2.1 GS Medical Group 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 Contract.
12.2.2 The Member 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 Contract without the prior written consent of GS Medical Group.
12.3 Confidentiality.
12.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Members or clients of the other party, except as permitted by clause 12.3.2.
12.3.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.3; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, including the General Medical Council.
12.3.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
12.3.4 For the avoidance of doubt, a Member cannot disclose, discuss or otherwise disseminate information relating to the GS Medical Group, Content, Forum discussions, Supervision Feedback or any other information or data it obtains or generates through its involvement as a Member of GS Medical Group in any forms of publicity, social media or otherwise, without the express prior written consent of GS Medical Group.
12.4 Entire agreement.
12.4.1 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.
12.4.2 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.
12.4.3 Nothing in this clause shall limit or exclude any liability for fraud.
12.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.6 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.
12.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 12.7 shall not affect the validity and enforceability of the rest of the Contract.
12.8 Notices.
12.8.1 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 (in any other case); or sent by email to the address specified on the Website.
12.8.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt; and
(b) 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 at the time recorded by the delivery service; and
(c) if sent by 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 12.8.2(c), 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.
12.8.3 This clause 12.8 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.
12.9 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.
12.10 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.
12.11 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.
March 2024