These Locum Terms and Conditions (Terms) govern the relations between Medivet Group Limited (Company Number 03481736) (Medivet) and you, the locum veterinarian surgeon/nurse or an umbrella company contracting with Medivet on your behalf (you/your/yours).
By signing a letter of engagement with Medivet (Letter) you hereby agree to be bound by these Terms. In the event of a discrepancy or contradiction between the Letter or any of the Terms herein, the provisions of the Letter shall prevail.
1 Definitions and interpretation
The following words and phrases in these Terms have the meanings set opposite them:
Business Day a day, other than a Saturday or Sunday, on which banks are open for normal business in England;
Commencement Date means the date set out in the Letter as being the date on which you will commence the provision of the Services to Medivet;
Information all information or data (in whatever form) of a confidential or proprietary nature disclosed to or received by you (by any means), or to which you have access, whether or not labelled or designated as confidential, relating to the products, services, business or proposed business, finances, transactions, staff and affairs of Medivet or any customer, supplier, employee or client of any such company, including Intellectual Property Rights, trade secrets, information in respect of which Medivet is bound by an obligation of confidentiality to a third party and any other information which is designated as confidential by Medivet or which you should reasonably be aware is confidential;
Engagement the engagement of you by Medivet in accordance with these Terms and the Letter;
Fee means the fee set out in the Letter being the consideration for the provision of the Services;
Practice means the practice set out in the Letter being the veterinary practice owned and/or operated by Medivet where you will perform the Services;
Restricted Customer means any firm, company or person who, during the six months before the Termination Date, was a customer or prospective customer of or in the habit of dealing with the Practice with whom you had material contact or about whom you became aware or informed in the course of the Engagement.
Restricted Person means anyone employed or engaged by Medivet in a position of veterinary surgeon, veterinary nurse or above and who could materially damage the Practice’s interests if they were involved in any capacity in any business concern which competes with the Practice and with whom you had material dealings in the six months before the Termination Date in the course of the Engagement.
Services means the services set out in the Letter being the services you are required to provide under the Engagement;
Term means the term set out in the Letter being the period of the Engagement;
Termination Date the date upon which your engagement with Medivet under these Terms terminates for whatever reason;
Working Hours means the term set out in the Letter being the contracted working hours you are required to work each day during the Engagement.
2 Commencement and duration of engagement
Your engagement under these Terms will be for the Term, subject in all cases to these Terms and to the right of either Medivet or you to give to the other notice in writing during such fixed period terminating the Agreement in accordance with the Notice Period stated in the Letter.
3 Provision of services
3.1 During the Engagement, you will provide the Services to Medivet in accordance with these Terms.
3.2 You will provide the Services with all due skill, care and diligence and will at all times during the Engagement use your best endeavours to promote the interests of the Practice and Medivet.
3.3 You will comply with all applicable laws, guidelines and regulatory requirements, including but not limited to the RCVS code of conduct and guidelines.
3.4 You agree to make yourself available to provide the Services, unless prevented by ill-health or accident, on such days and at such times and in such places as set out in the Letter or as may be otherwise required by Medivet.
3.5 You will immediately notify Medivet if at any time during the Engagement you are unable to provide the Services in accordance with Clause 3.4.
3.6 You have and will continue to maintain throughout the Engagement, all required licences, approvals, consents and authorisations as required by law for the provision of the Services by you, including, without limitation, RCVS/RVN practicing certificate (where applicable) at your own expense.
3.7 While your method of work is your own, you will comply with all reasonable requests of Medivet and those in charge of your activities in the Practice and will work and co-operate with any employee, agent or other consultants of Medivet.
3.8 You will comply with all reasonable standards of safety and Medivet's health and safety policies and procedures and immediately report to Medivet any unsafe working conditions or practices to which you become aware.
3.9 You will comply with your obligations under Medivet’s health & safety and data protection policies and other relevant policies as amended from from time to time.
3.10 To the extent Medivet supplies computer equipment or other devices for your use, they shall be used purely for the purposes of carrying out the Services only. Property in all such devices will at all times vest in Medivet and upon termination of these Terms you will surrender such devices in accordance with the provisions of Clause 15 (Obligations on Termination) of these Terms.
4 Substitute Locum
4.1 If a limited company is engaged as part of the Engagement, you are required to organise a substitute locum in the event you are unavailable to provide Services for any part of the Term and the terms in this Clause 4 (Substitute Locum) will apply.
4.2 In the event that you are unable to provide the whole or any part of the Services because of ill-health, maternity leave or other unavoidable absence, you will propose a substitute with equivalent skill and expertise to perform the Services on your behalf subject to the approval of Medivet (the Substitute Locum).
4.3 Any Substitute Locum will be required to enter into direct undertakings with Medivet, including with regard to confidentiality and data protection. If Medivet accepts the Substitute Locum, you will provide an overlap period of up to two working days during which time you will ensure that the Substitute Locum fully understands the requirements of Medivet and your obligations in respect of the Services.
4.4 You will not charge Medivet any extra sum for this overlap period.
4.5 You will continue to invoice Medivet and will be responsible for all payments and expenses of the Substitute Locum.
4.6 You will advise Medivet as soon as possible if you are aware of any restrictions, conditions or reasonable belief’s which affect the Substitute Locum’s fitness to provide the Services.
4.7 Medivet may, at its sole discretion, refuse to accept any Substitute Locum and if this occurs, you will offer a further Substitute Locum. If you are unable to provide an acceptable Substitute Locum, Medivet will be entitled to terminate these Terms in accordance with Clause 14.1.2.
4.8 You will remain subject to these Terms for the duration of the appointment of the Substitute Locum.
5 Outside interests and protection of business interests
5.1 You warrant that:
5.1.1 you will not as a consequence of entering into and performing your obligations under these Terms be in breach of any express or implied terms of any contract, agreement or other arrangement with, or any obligation to, any third party which is binding upon you; and
5.1.2 there is no contract, agreement, or other arrangement or interest that will or may give rise to any conflict of interest between you and Medivet in relation to the provision of the Services.
5.2 You will use all reasonable endeavours to avoid a conflict of interest arising between you and Medivet and you undertake to notify Medivet as soon as reasonably practicable should any actual or potential conflict of interest arise.
5.3 Subject to Clauses 5.4 and 5.5, you may have any interest in or advise or act as a locum to any business provided that you will not, during the Engagement, without the prior written consent of Medivet (such consent not to be unreasonably withheld), have any material financial interest in, or undertake any other employment or engagement with any business which may interfere with or detract from, the proper provision of the Services or prejudice the interests of Medivet. In the event of a conflict between your obligations to Medivet under these Terms and your obligations to any third party, your obligations to Medivet will take precedence.
5.4 You will not during the Engagement and for the period of 12 months after the Termination Date use or otherwise turn to your advantage your knowledge of or any connection with any of the customers of or suppliers to Medivet which you acquired during the Engagement so as to take any direct or indirect advantage of the business and other connections of Medivet. This Clause will not apply where on or before the Commencement Date you have an existing relationship with the relevant customer or supplier.
5.5 You will not obtain, directly or indirectly, any discount, rebate, commission or other benefit in respect of any goods or services supplied to or acquired by Medivet or any other business transacted by it and, if you do receive any such discount, rebate, commission or other benefit, you will account to Medivet for it immediately.
5.6 You will not, without the prior written consent of Medivet (whether as principal, employee, agent, consultant or otherwise), at any time either during the Engagement or during the period of 12 months following the Termination Date, directly or indirectly, solicit or endeavour to solicit away from Medivet or employ or engage or be directly involved in the employment or engagement of any person with whom you have had dealings or personal contact in the course of the Engagement and who is at the Termination Date or was at any time during the period of 12 months prior to the Termination Date employed or engaged by Medivet.
5.7 You acknowledge that the provisions of this Clause 5 are fair and reasonable and necessary to protect the goodwill and interests of Medivet and will constitute separate and severable undertakings given for the benefit of Medivet and may be enforced by Medivet.
6.1 Medivet will pay you the Fee in consideration of the provision of the Services. The Fee will not change during the Term unless otherwise agreed by Medivet.
6.2 You will keep time sheets showing the hours worked by you and any Substitute Locum, if applicable, in respect of the provision of the Services and will if so requested produce them to Medivet for accounting purposes.
6.3 Where Medivet disputes upon reasonable grounds any sum invoiced by you or the format of any invoice, Medivet may withhold payment in respect only of the amount under dispute pending resolution of the dispute.
6.4 Payment by Medivet will be without prejudice to any claims or rights which Medivet may have against you and will not constitute any admission by Medivet as to the provision of the Services by you under these Terms.
6.5 Medivet will be entitled to deduct from the Fee and any other sums due to you, any sum that you may owe to Medivet at any time, including any sums under dispute in accordance with Clause 6.3.
6.6 For the avoidance of doubt, no Fee will be payable for each day (which may include the whole Term) to the extent that:
6.6.1 no Services are required by Medivet;
6.6.2 you or the Substitute Locum fail to provide the Services (whether due to ill health, accident or other incapacity, or for any other reason) for 75% or more of the Working Hours of any given day
You will be responsible for all out-of-pocket expenses and normal overhead expenditure incurred by you in the provision of the Services. For the avoidance of doubt you, or any Substitute Locum, will not be reimbursed separately for these expenses.
8 Income tax and National Insurance contributions
8.1 You acknowledge that Medivet will not be operating PAYE or making or deducting any National Insurance contributions in respect of the provision of the Services and the Fee payable under these Terms.
8.2 You will be responsible for, and will account to the appropriate authorities for all income tax liabilities and National Insurance or similar contributions payable in respect of the payments made to you under these Terms.
8.3 If any claim, assessment or demand is made against Medivet for payment of income tax or National Insurance contributions or other similar contributions due in respect of the payments made to you under these Terms, you will indemnify Medivet against any liability, assessment or claim together with all reasonable costs and expenses and any penalty, fine or interest incurred or payable by Medivet in connection with or in consequence of any such liability, assessment or claim, where such recovery is not prohibited by law. Medivet may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments to be made by Medivet to you under these Terms.
9 No employment or benefits
9.1 While acting as a locum for Medivet under these Terms you will be an independent contractor and as such will not be entitled to any pension, bonus, holiday, sickness or other fringe benefits from Medivet. Nothing in these Terms will render you an agent, officer or employee, worker or partner of Medivet and you will not hold yourself out as such.
9.2 You will be fully responsible for and hereby indemnify Medivet for and in respect of any liability (including reasonable costs and expenses) for any employment-related claim or any claim based on worker status brought by you or any Substitute Locum against Medivet arising out of or in connection with the provision of the Services except where such claim is a direct result of any act or omission of Medivet.
10 Liability, indemnity and insurance
10.1 You acknowledge that you will have personal liability for, and will indemnify Medivet for, any loss, liability, costs (including legal costs), damages and/or expenses incurred by Medivet in connection with the provision of the Services whether by you or the Substitute Locum.
10.2 You will indemnify Medivet against losses, damages, liability, costs (including legal fees) and expenses incurred by Medivet as a result of or in connection with any action demand or claim by any third party including umbrella companies, Substitute Locums or agencies, resulting from the Engagement, however arising.
10.3 You are required to have in place your own professional indemnity insurance for the duration of the Term at your own expense. Medivet’s insurance policies will only cover your provision of the Services to the extent that you have in place your own professional indemnity insurance. Medivet will not waive or otherwise impair its rights of recourse or subrogation against you and your insurance provider, nor will the right of subrogation of Veterinary Defence Society insurance be waived or impaired in any way.
10.4 In the event that any of your licences or authorisations to provide the Services have been revoked, or in the event that you acted maliciously or by gross negligence or otherwise unlawfully or contrary to reasonable practices and legal obligations, Medivet’s insurance will not cover any damages and you will be solely responsible for compensating and reimbursing Medivet and any affected third-party as a result of your actions or omissions.
11 Confidential information
11.1 Except in the proper performance of your obligations under these Terms, you will not during the period of 3 years after the Termination Date, without the prior written approval of Medivet use for your own benefit or for the benefit of any other person, firm, company or organisation, or directly or indirectly, disclose to any person (and must use your best endeavours to prevent publication or disclosure of) any Confidential Information which has come to your knowledge during or in connection with the Engagement.
11.2 You will not during your Engagement make (otherwise than for the benefit of Medivet) any notes, memoranda, records, tape recordings, computer programs or any other form of record relating to any matter within the scope of the business of Medivet or concerning any of the dealings or affairs of Medivet.
11.3 The restrictions contained in this Clause 11 will not apply to:
11.3.1 any Confidential Information which is already in or (otherwise than through your unauthorised disclosure) becomes available to, or within the knowledge of, the public generally; or
any use or disclosure authorised by Medivet or required or protected by law.
11.3.2 any use or disclosure authorised by Medivet or required or protected by law
11.4 Notwithstanding clauses 11.1 and 11.2, in order to protect the Confidential Information and Medivet’s business connections to which you have access as a result of the Engagement, you covenant with Medivet that you shall not for six months after the Termination Date:
11.4.1 solicit or endeavour to entice away from Medivet the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with the Practice. In the event of default of this clause 11.4.1, you will pay Medivet a sum of £2000 in liquidated damages for each Restricted Customer goods or services are provided to pursuant to this clause; and
11.4.2 offer to employ or engage or otherwise endeavour to entice away from the Practice any Restricted Person. In the event of default of this clause 11.4.2, you will pay Medivet a sum of £10,000 in liquidated damages for each Restricted Person employed, engaged or enticed away from the Practice pursuant to this clause.
11.5 The parties confirm that the restrictions in this clause 11 are reasonable and proportionate to protect Medivet’s legitimate interests and that the liquidated damages contained in clauses 11.4.1 and 11.4.2 are a reasonable pre-estimate of Medivet’s losses.
11.6 The restrictions imposed in this Clause 11 apply to you acting:
11.6.1 directly or indirectly; and
11.6.2 on your behalf or on behalf of, or in conjunction with, any firm, company or person.
12 Obligations of Medivet
12.1 During the Engagement, Medivet will:
12.1.1 provide you such access to the Practice and information, records and other materials as may be necessary to enable you to provide the Services;
12.1.2 advise you of the rules and regulations from time to time in force for the conduct of personnel at the Practice, to the extent they are not already available on the Medivet website or intranet, and you will ensure that you comply with any such rules and regulations;
12.1.3 make available such working space and facilities at its premises as Medivet deems necessary for you to provide the Services;
12.1.4 supply you free of charge with such materials, instruments or equipment as Medivet deems necessary for you to provide the Services;
12.1.5 communicate to you the name of the person(s) within Medivet who will act as the principal contact point and channel of communication in respect of the provision by you of the Services during the Engagement; and
12.1.6 inform you as soon as reasonably practicable of any change in the identity of such person(s).
You will not, without the prior written consent of Medivet (such consent not to be unreasonably withheld), at any time, whether during the period of the Engagement or at any time after, make any public statement in relation to Medivet or its businesses, affairs, customers or clients or officers and employees and will not after the Termination Date represent yourself as still being engaged by or connected with Medivet except that this Clause will not prevent you at any time acknowledging the fact that you are working or have worked, for Medivet.
14.1 Notwithstanding the provisions of Clause 2, Medivet may terminate the Engagement with immediate effect with no further obligation to make any further payment to you (other than in respect of amounts accrued prior to the Termination Date) by written notice to you, if, at any time:
14.1.1 you commit any serious or repeated breach or non-observance of any of the terms or conditions of these Terms;
14.1.2 you are unable to provide the Services in a proper and efficient manner (and have not provided an acceptable Substitute Locum) or are in the reasonable opinion of Medivet grossly negligent or incompetent in the performance of the Services;
14.1.3 you have a bankruptcy order made against you or compound with or enter into any voluntary arrangements with your creditors such that in the reasonable opinion of Medivet you are no longer suitable to provide the Services;
14.1.4 you are charged with or convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed) which in the reasonable opinion of Medivet materially affects your ability to provide the Services;
14.1.5 you fail to comply with any legislation, regulations, professional standards, RCVS advice and guidance and other provisions governing the provision of the Services;
14.1.6 any of the warranties set out in these Terms are found to be inaccurate, misleading or untrue;
14.1.7 you cease to hold professional indemnity insurance in accordance with Clause 10.3;
14.1.8 you become prohibited, by operation of law, from providing the Services including being suspended or removed from the RCVS register; or
14.1.9 Medivet considers there to be a conflict, or potential conflict, between your interests and those of Medivet that cannot be resolved or, in the case of a potential conflict, avoided.
14.2 Notwithstanding the provisions of Clause 2, you may terminate the Engagement with immediate effect and without liability to pay any compensation or damages by written notice to Medivet if at any time:
14.2.1 Medivet commits any serious or repeated breach or non-observance of any of the terms or conditions of these Terms; or
14.2.2 Medivet makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding up order is made or an administrator or receiver is appointed in relation to Medivet and not withdrawn or rejected within 60 days.
15 Obligations on termination
15.1 You and any Substitute Locum will immediately upon termination of these Terms and, if requested by Medivet, at any time during the Engagement, surrender to a person duly authorised by Medivet all devices, reports, manuals, files, notes, accounts, documents, correspondence, books, materials, papers and information (on whatever media and wherever located) any keys and any other property of Medivet that have been made or received by you and/or any Substitute Locum, during the course of providing the Services.
15.2 Immediately on the termination of these Terms, and subject to Medivet’s data retention guidelines, you will irrevocably delete any information relating to the business of Medivet stored in any magnetic or optical drive or memory, and all matter derived from such sources, which is in your possession or under your control outside the premises of Medivet.
15.3 On the termination of these Terms you will, if requested by Medivet, provide a signed statement that you have fully complied with your obligations under this Clause 15.
16 Restrictions on assignment/sub-contracting
Medivet may freely assign, delegate, sub-contract or otherwise transfer its rights and obligations under these Terms to any company with which it may merge or to any company to which it may transfer its assets and undertaking, provided that it gives prior written notice to you. You may not assign these Terms or any of your rights and obligations under it without the prior written consent of Medivet. Notwithstanding any sub-contracting, you will remain primarily responsible for the acts and omissions of your agents or sub-contractors as though such acts or omissions were your own.
17.1 Notices under these Terms shall be in writing and sent to Medivet's registered office and to your address as listed in the Letter. Notices may also be sent to the parties’ designated email addresses. Notices may be given, and shall be deemed received:
17.1.1 by first-class post: two Business Days after posting;
17.1.2 by hand: on delivery;
17.1.3 by email: on receipt of a delivery return email.
17.2 This clause does not apply to notices given in legal proceedings or arbitration.
18 Entire agreement
18.1 These Terms together with the Letter constitute the entire and only legally binding agreement between the parties relating to the Engagement and supersedes any previous understandings, arrangements, representations, negotiations or agreements between the parties, provided that nothing in this Clause 18 will have effect to exclude the liability of either party for fraud or fraudulent misrepresentation.
18.2 You agree that any agreements entered between you and any third party, including umbrella companies, Substitute Locums or agencies, shall not apply to the extent it is inconsistent with the Letter and these Terms.
19 Further assurance
Each party shall at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to these Terms.
No variation of these Terms shall be valid or effective unless it is in writing, refers to these Terms and is duly signed or executed by, or on behalf of, each party.
21 Set off
Except as expressly set out in these Terms, each party shall pay all sums that it owes to the other party under these Terms without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
22 No partnership or agency
Nothing in these Terms constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party.
23 Remedies and waiver
Any remedy or right conferred upon the parties for breach of these Terms will be in addition to and without prejudice to all other rights and remedies available to the parties. No failure or delay by the parties in exercising any remedy, right, power or privilege under or in relation to these Terms will operate as a waiver of that or any other right, power, remedy or privilege of Medivet or you, nor will any single or partial exercise of any right, power, remedy or privilege preclude any other or further exercise of that or any other right, power, remedy or privilege.
24 Equitable relief
Each party recognises that any breach or threatened breach of these Terms and the Letter may cause the other party irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other party, each party acknowledges and agrees that the other party is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Terms shall not be affected.
26 Third party rights
The Contracts (Rights of Third Parties) Act 1999 will not apply to these Terms and no person other than you and Medivet will have any rights under it.
27 Governing law
These Terms and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Terms, its subject matter or formation (including non-contractual disputes or claims).
Last update: 23 May 2023