Terms and Conditions
Between (The Residential Care/Nursing Home or Operating Company ) (the “Buyer”) & Care Quality Ecosystems (“Service Provider”) The Buyer wishes to be provided with the Services (defined below) by the Service Provider and the Service Provider agrees to provide the Services to the Buyer on the terms and conditions of this Agreement. The Service Provider shall provide the following services (“Services”) to the Buyer in accordance with the terms and conditions of this Agreement: To operate multiple surveys through a secure and exclusive online survey to analyse the homes care staff safety level exclusively. The provider will report exclusively to the buyer on all aspects of their findings in formats able to demonstrate good practice to the regulators. Where required by the service level adopted the provider will continue to survey analyse and report on all new staff applications and provide guidance were and when required.
Start date: The Service Provider shall commence the provision of the services on the day of registration & the first of four quarterly fee payments paid in advance.
Site: The Service Provider shall provide the Services via secure internet facilities and deliver the reports to the operators of the home and can by arrangement include copies to officers of the company and/or investors subject to confidentiality agreements CEO, FD & HRD as required.
Price: In consideration for the provision of the Services by the Service Provider, the price for the provision of the service is as currently published at £240 UK & $320 US per quarter pro forma. The Buyer shall not be liable for the Service Provider’s out-of-pocket expenses.
Payment: The Buyer agrees to pay the Price to the Service Provider in four quarterly sums each paid in advance. The method of payment of the Price by the Buyer to the Service Provider shall be by: Bank to Bank Standing Order Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by the Service Provider to the Buyer under this Agreement and such shall be payable by the Buyer to the Service Provider in addition to all other charges payable here-under.
Intellectual Property Rights: The Service Provider agrees to grant to the Buyer a non-exclusive, irrevocable, royalty free license to use, copy and modify any elements of the Material not specifically created for the Buyer as part of the Services. In respect of the Material specifically created for the Buyer as part of the Services, the Service Provider assigns the full title guarantee to the Buyer and all copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished. If any third party intellectual property rights are used in the Material the Service Provider shall ensure that it has secured all necessary consents and approvals to use such third party intellectual property rights for the Service Provider and the Buyer (Material) shall mean the materials, in whatever form, used by the Service Provider to provide the Services and the products, systems, programs or processes, in whatever form, produced by the Service Provider pursuant to this Agreement.
Warranty: The Service Provider warrants that: it will perform the Services with reasonable care and skill; and the Services and the Materials provided by the Service Provider to the Buyer under this Agreement will not infringe or violate any intellectual property rights or other right of any third party.
Limitation of liability: Subject to the Buyer’s obligation to pay the Price to the Service Provider, either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price. To the extent it is lawful to exclude the following heads of loss and subject to the Buyer’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever. Nothing in this Clause will serve to limit or exclude either Party’s liability for death or personal injury arising from its own negligence.
Term & Termination: This Agreement shall be effective on the date of contract and shall continue, unless terminated sooner. Either Party may terminate this Agreement upon notice in writing if: the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do; or a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party’s assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party.
Relationship of the Parties: The Parties acknowledge and agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.
Confidentiality: Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
Miscellaneous: The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity or enforceability
of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto. Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other. This Agreement shall be governed by the laws of the jurisdiction in which the Buyer is located (or if the Buyer is based in more than one country, the country in which its headquarters are located) (the “Territory”) and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.
IMPORTANT NOTICE – NURSING HOME AND RESIDENTIAL HOME MANAGER RESPONSIBLITIES – Ref: The Care Quality Commission
Health and Social Care Act 2008 (Regulated Activities) Managers responsibilities relevant to CQC Regulations 2014: Regulation 7 Regulation 12 – Safe care and treatment: Care and treatment must be provided safely. Regulation 13 – Safeguarding service users from abuse and proper treatment: sections 13 (1) to 13 (4) Regulation 17(3) – Good governance: A report into how the registered person is complying with the good governance requirements and their plans for improvement of services must be provided to CQC within 28 days of request. Care Quality Ecosystem reports to the requirement – Key lines of enquiry (KLOE’s)
CQE PROVIDES ITS SERVICE TO SUPPORT MANAGERS TO COMPLY WITH THE REGULATIONS AS SPECIFIED ABOVE.
The officers of Care Quality Ecosystems make every attempt to ensure that all analysis and advice provided through reports and responses given verbally or in printed matter is obtained from honest completion of CQE’s surveys submitted by care home staff to enable accurate reports. Managers, by operating the ecosystem, accept that the services provided are intended to advise and inform with the intention of improving care quality and not to act as a substitute for the technical judgement of the registered manager nor their staff operating the care home. All actions taken by the manager informed by CQE findings or reports will be applied at their own discretion. Care Quality Ecosystems, its partners, employees and agents, will not be liable to its service user or anyone else for any decision made by the manager or action taken in reliance on the information reported.