PLEASE READ CAREFULLY BEFORE ORDERING ANY SERVICES FROM THE NATIONAL PERFORMANCE ADVISORY GROUP

WE, THE NATIONAL PERFORMANCE ADVISORY GROUP, AGREE TO PROVIDE OUR SERVICES TO YOU IN ACCORDANCE WITH THE TERMS OF THESE SERVICE CONDITIONS. 

BY RETURNING AND SIGNING THE NPAG REGISTRATION FORM YOU AGREE TO THE TERMS OF THESE SERVICE CONDITIONS, WHICH WILL BIND YOU AND YOUR EMPLOYEES. 

IF YOU DO NOT AGREE TO THE TERMS OF THESE SERVICE CONDITIONS, YOU SHOULD NOT RETURN A SIGNED COPY OF THE NPAG REGISTRATION FORM. 

Service Conditions

Agreed Terms

1. Interpretation

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the NPAG Services, as set out in the NPAG Registration Form.

Commencement Date: means the date on which the Contract commences. 

Contract: the contract between the Customer and NPAG for the supply of the NPAG Services, comprising of the Service Conditions and the NPAG Registration Form.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: the Customer who has agreed to purchase services from NPAG in accordance with the terms of the Contract, as identified in the NPAG Registration Form. 

Customer Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Customer to NPAG.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended 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); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

Deliverables: all documents, products and materials developed by NPAG or its agents, subcontractors and personnel as part of or in relation to the NPAG Services in any form, including without limitation computer programs, data, reports and specifications (including drafts). 

Intellectual Property Rights or IPRs: patents, utility models, 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 and trade dress, 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.

NPAG: National Performance Advisory Group, a trading division of East of England Ambulance Service NHS Trust, of Hospital Approach, Broomfield, Chelmsford, Essex, CM1 7WS

NPAG IPRs: all Intellectual Property Rights subsisting in the Deliverables.

NPAG Registration Form: the form returned and signed by the Customer detailing the NPAG Services to be purchased by the Customer. 

NPAG Services: the services, including the hosting and facilitating of any relevant meetings, to be provided by NPAG pursuant to the Contract (including without limitation any Deliverables), i.

Service Conditions: these terms and conditions set out in 1 (Interpretation) to 11 (General) (inclusive).

Termination Date: on completion of the NPAG Services. 

1.2 Interpretation:

(a) A reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended or re-enacted from time to time; and

(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

(b) 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.

(c) A reference to writing or written includes email.

2. Order of Precedence

Should there be a conflict between the parts of this Contract, the terms of the Registration Form shall take priority over the terms of these Service Conditions. 

3. Commencement and term

3.1 The submission of a signed NPAG Registration Form shall constitute an offer to NPAG for it to deliver the specified Services. NPAG shall accept any such offer by confirmation in writing to the Customer.

3.2 The Contract shall commence on the Commencement Date, being the date on which NPAG accepts the Customer’s offer in accordance with clause 3.1. 

3.3 The Contract shall continue, unless terminated earlier in accordance with its terms, until the Termination Date.

4. Supply of services

4.1 NPAG shall supply the NPAG Services to the Customer from the Commencement Date in accordance with the Contract.

4.2 In supplying the NPAG Services, NPAG shall:

(a) perform the NPAG Services with reasonable care and skill;

(b) use reasonable endeavours to perform the NPAG Services in accordance with any service description set out in the NPAG Registration Form; 

(c) ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the NPAG Services are of satisfactory quality and are fit for purpose; and

(d) comply with all applicable laws, statutes, regulations and codes from time to time in force, provided that NPAG shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract.

5. Customer's obligations

5.1 The Customer shall: 

(a) co-operate with NPAG in all matters relating to the NPAG Services;

(b) provide, in a timely manner, such information as NPAG may reasonably require, and ensure that it is accurate and complete in all material respects. 

5.2 If NPAG's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, NPAG shall: 

(a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;

(b) be entitled to payment of the Charges despite any such prevention or delay; and

(c)be entitled to recover any additional costs, charges or losses NPAG sustains or incurs that arise directly or indirectly from such prevention or delay.

6. Data protection 

6.1 The parties agree they will comply with all relevant Data Protection Legislation. If the parties are to share any Personal Data (as defined in the Data Protection Legislation) in the future, the Parties shall enter into the data sharing agreement. 

7. Intellectual property

7.1 NPAG and its licensors shall retain ownership of all NPAG IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.

7.2 NPAG grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to use NPAG IPRs for the purpose of receiving and using the NPAG Services and the Deliverables in the Customer's business during the term of the Contract. 

7.3 The Customer grants NPAG a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the NPAG Services to the Customer in accordance with the Contract.

8. Charges and payment

8.1 In consideration for the provision of the NPAG Services, the Customer shall pay NPAG the Charges in accordance with this 8 and the NPAG Registration Form. 

8.2 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to NPAG at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice. 

8.3 NPAG shall submit invoices for the Charges plus VAT if applicable to the Customer as specified in the NPAG Registration Form. Each invoice shall include all reasonable supporting information required by the Customer.

8.4 The Customer shall pay each invoice due and submitted to it by NPAG in accordance with the provision of the NPAG Registration Form to a bank account nominated in writing by NPAG.

8.5 If the Customer fails to make any payment due to NPAG under the Contract by the due date for payment, then, without limiting NPAG's remedies under 10   (Termination):

(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

(b) NPAG may suspend all NPAG Services until payment has been made in full. 

8.6 All amounts due under the Contract from the Customer to NPAG shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 

8.7 NPAG shall issue a full refund of the Charges where it receives notice of a cancellation from the Customer within 14 days of the Commencement Date. 

8.8 NPAG shall not refund any of the Charges where it receives notice of a cancellation from the Customer after 14 days of the Commencement Date. 

9. Limitation of liability

9.1 References to liability in this 9 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 

9.2 Nothing in this 9 shall limit the Customer's payment obligations under the Contract.

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

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

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

9.4 Subject to 9.2 (No limitation on Customer's payment obligations) and 9.3 (Liabilities which cannot legally be limited) NPAG's total liability to the Customer shall not exceed the total Charges payable under this Contract. 

9.5 Subject to 9.2 (No limitation on Customer's payment obligations) and 9.3 (Liabilities which cannot legally be limited), this 9.5 sets out the types of loss that are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(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 NPAG has given commitments as to compliance of the NPAG Services with relevant specifications. 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.

10. Termination

10.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; 

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; 

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

10.2 Without affecting any other right or remedy available to it, NPAG may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or

(b) there is a change of control of the Customer.

10.3 On termination of the Contract for whatever reason:

(a) the Customer shall immediately pay to NPAG all of NPAG's outstanding unpaid invoices and interest and, in respect of NPAG Services supplied but for which no invoice has been submitted, NPAG may submit an invoice, which shall be payable immediately on receipt; 

(b) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and

(c) termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

11. General



11.1 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. 

11.2 Assignment and other dealings.

(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without NPAG's prior written consent. 

(b) NPAG may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

11.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by 11.3. For the purposes of this 11.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, contractors, 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, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 11.3; and

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

(c) Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.

11.4 Entire agreement. 

(a) 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.

(b) 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.

11.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 

11.6 Waiver. 

(a) 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.

(b) 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.

11.7 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 11.7 shall not affect the validity and enforceability of the rest of the Contract.

11.8 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) 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

(ii) sent by email to an appropriate representative of the other party.

(b) Any notice shall be deemed to have been received:

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

(ii) if sent by next working day delivery service, at 9.00 am on the business day after posting (in this clause business day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business); or

(iii) if sent by 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 11.8(b)(iii),   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.

(c) This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

11.9 Third party rights. 

(a) 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.

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

11.10 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.

11.11 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.