MOAI Health - Clinical Services Terms and Conditions

1. These terms and conditions

1.1 These terms will apply to all services (“the Services”) provided by Moai Health Limited (Company No. 12924603) whose registered office and place of business is at 112 Scylla Road, London, England SE15 3RZ) (“we”, “us” or “Moai”) to the Patient (“you” or “the Patient”). These terms and conditions along with the information set out in the Cover Sheet will together form the agreement between you and us (“the Agreement”).
1.2 These terms and conditions may not be released discharged supplemented interpreted varied or modified in any manner except as agreed and put in writing signed by both parties.
1.3 To the extent any terms in the Cover Sheet are contrary to any express provisions in these terms and conditions, the relevant provisions in the Cover Sheet will prevail over these terms.

2. The Services

2.1 We will provide the Services to you as set out in the Cover Sheet or as otherwise agreed in writing and subject to the terms of this Agreement.

2.2 The Services may comprise the provision of one or a number of sessions in which we deliver clinical services (“Sessions”) to you.

2.3 The Services will be carried out at the address set out in the Cover Sheet remotely via video call or at such other location as is agreed by us prior to the commencement of the Services.

2.4 We will not be liable for any delay or for the consequences of any delay in providing the Services to you if the delay is due to any cause whatsoever beyond our reasonable control, and if in such circumstances you terminate this Agreement we will not be liable for any amount in excess of any charges or expenses already paid.

2.5 We will carry out the Services with reasonable care and skill.

2.6 We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall notify you in any such event.

2.7 You may request a change in the Services at any time but we will only provide such different services if we believe we are qualified to do so. If such changes to the Services constitute a material change to those agreed we reserve the right to revise our fees as previously agreed with you. We will not perform any alternative Services until such time as you have agreed to pay any such additional fees.

2.8 You may request services in addition to the Services set out in the Cover Sheet. Such additional services shall be charged at our standard rates at the time (details of such rates can be provided on request). We will not perform any additional Services until such time as you have agreed to pay any such additional fees and signed a supplementary written agreement.

2.9 We may provide some of the Services through third parties and subcontractors. Whether or not we sub-contract out any of the Services to third parties is at our absolute discretion and you shall not have the right to object to any third party providing the Services.

2.10 You agree to supply us with all necessary information which we will reasonably require for us to be able to perform the Services.  If you do not provide us with such information we will not be liable to you for any failure to carry out the Services as a result including any failure to complete the Services within the otherwise agreed between us.

2.11 We reserve the right to terminate this contract in the event that you are uncooperative, disruptive or abusive to us.

3. Sessions and Reports

3.1 The Services will be delivered in Sessions between you and us in the working hours of 8am and 8pm on weekdays which are not UK Public Holidays.

3.2 Sessions will be scheduled with you in advance either in person or by email.

3.3 You are responsible for scheduling Sessions with us.

3.4 If you or us need to reschedule a Session then you or we will contact the other party as soon as possible and provide at least 2 working days’ notice before the Session, we will then seek to reschedule your Session. If you do not cooperate in rescheduling the Session or are unable to attend any of the suggested new times then 100% of the fees will remain due from you for that Session. If we are unable to reschedule the Session then we will provide a refund of any sum paid in advance.

3.5 We may be engaged to provide you with a written report whether in relation to diagnosis or treatment (“Report”). Any Report is based on the information available to us and our clinicians. Any Report is prepared on the basis of information, data and materials which were available at the time of writing.  Accordingly, any conclusions, opinions or judgements made in a Report should not be regarded as definitive or relied upon to the exclusion of other information, opinions and judgements.

3.6 Any decisions made by the Patient following receipt of a Report or following a Session are decisions of the Patient. Our clinicians may provide advice but cannot make any decisions on behalf of any Patient.

3.7 Each Patient must take into account any other factors apart from the advice provided by us or our clinicians of which they and the other health professionals treating them are aware

3.8 Any conclusions, opinions and judgements made by us or our clinicians may relate to certain contexts and may not be suitable in other contexts. Reasonable efforts will be made to ensure that advice provided is accurate and up-to-date at the time  but any conclusions or judgements may be superseded.

4. Additional Patient obligations

4.1 You agree to supply us with the necessary information which we reasonably need for us to be able to perform the Services. We will also require cooperation from in the delivery of our Services. If you do not provide us with information or do not provide the information and materials in a timely fashion or if you do not cooperate with us in the provision of our Services we will not be liable to you for any failure to carry out the Services as a result.

4.2 There may be instances where we provide advice to you to action outside of a Session. You agree that you are solely responsible for participating fully and implementing any action outside of a Session with us.

5. Limitations on Services

5.1 If we provide Services to you this does not amount to comprehensive ongoing care or treatment. Please ensure that our Services are used in conjunction with other treatment or care you are receiving from health professionals.

5.2 We provide clinical services providing advice in relation to specific conditions which may include diagnosis, care and treatment recommendations. However, this is not a substitute for ongoing, holistic care and as such we recommend that any advice provided is discussed with your general practitioner or primary care doctor and with any other health professionals who are providing the Patient with treatment or care. Any health professional who is providing advice, treatment or care should always exercise their own clinical judgment for any given situation and should not rely on any information provided by us to you as such information may not be accurate or current enough to use as a basis for medical or health care decisions and such information may not include all relevant information.

6. Fees and payment

6.1 The fees payable by you to us in respect of the Services will be those set out in the Cover Sheet (the “Fees”) or as further specified by us.
6.2 Subject to clause 6.3 the payment terms are that Fees are payable 7 days before the relevant Session, if you book a Session on less than 7 days’ notice then the Fees will be due immediately. Payment for a Session must be delivered in full before a Session will go ahead.

6.3 At our sole discretion, we may offer you flexible payment terms for our Fees (“Flexible Payment Terms”). The Flexible Payment Terms will be decided at our sole discretion and will be confirmed in writing. If Flexible Payment Terms are offered to you then the parties agree clause 6.2 above will not apply and will be replaced by the written Flexible Payment Terms.

6.4 If any sums are outstanding and due for payment to us we reserve the right to immediately suspend the provision of any further Services without further recourse to you.

6.5 You will be liable to pay additional fees to us in such circumstances where we are required to provide alternative or additional Services or required to repeat the performance of Services already provided as a result of your actions or the actions of a third party who has also contracted to provide related services.

6.6 We shall be entitled to charge interest on any overdue sum at the rate of 3% over the base rate of the Bank of England from time to time (such interest to accrue and to compound with the principle sum on a weekly basis).

6.7 We shall be entitled to charge an administration fee of £100.00 plus VAT in respect of any overdue payment of the Fees. Our administration fee will be due in the event that any invoice issued by us is overdue for a period of 7 days or more.

6.8 Payment shall be made without any set-off, deduction or counter-claim.

7. Term and Termination

7.1 This Agreement shall come into force on the date you sign the Agreement. Where the Agreement is not signed, it shall come into force on the day Services were first provided to you by us.

7.2 Provision of the Services shall start on the date agreed between us (provided that we are able to start work on the relevant date) and shall, subject to prior termination provided for under this Agreement, continue until the date on which all the Services have been carried out, if later.

7.3 We will be entitled to terminate the Agreement (and any Services then being provided to you) on notice to you in the event that:

7.3.1 you fail to pay any invoice when due; or

7.3.2       you fail to make payment under the Flexible Payment Terms (if applicable); or

7.3.3 you fail to co-operate with us in the performance of the Services; or

7.3.4 you are in material breach of any other provision of the Agreement and, if the breach is capable of remedy, have failed to remedy that breach within 30 days.

7.4 All terms of this Agreement which are capable of surviving termination will continue in full force and effect following termination of this Agreement.

8. Limitation of liability

8.1 The following provisions set out our entire financial liability to you in respect of any claim under or in connection with this Agreement or our Services. Please note that nothing in these conditions excludes or limits our liability for death or personal injury caused by our negligence or the negligence of our staff or contractors or for fraud or fraudulent misrepresentation.

8.2 Subject to any liability described in clause 8.1 which is not excluded we shall not be liable for any: (i) loss of profits; (ii) loss of business; (iii) loss or corruption of data or information; (iv) loss of anticipated savings; (v) pure economic loss; (vi) special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with this Agreement.

8.3 Our aggregate liability in contract, tort including negligence or breach of statutory duty, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the higher of (a) the total fees paid for the Services during the 6 months immediately preceding the date on which the claim arose and (b) £1,000.

8.4 No claim may be brought against us in relation to any Services more than 1 year following the end of the Completion Period.

8.5 We will not be liable if any loss or damage arises as a result of your failure to cooperate with us under the Agreement.

8.6 We will not be liable to any party other than the Patient named in our Cover Sheet (or their parents or guardians in the case of a minor).

8.7 You accept that the limitations of our liability set out above are reasonable in all the circumstances.

9. Intellectual Property and Confidential Information

9.1 We shall own all intellectual property rights (including copyright) in materials which are used in the provision of the Services.

9.2 Each party agrees with the other not to divulge or allow to be divulged any confidential information relating to the other, except where the other party has consented to such disclosure or where required by law to make such disclosure.

10. Data Protection

10.1 We will collect and process information relating to you in accordance with the privacy notice which is available upon request.

10.2 Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our privacy notice, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.

10.3 As part of our services to you we will collect personal data relating to your health which is classed as a “special category” of personal data under Data Protection Legislation (as defined below). We will therefore require you to sign a consent form consenting to us processing your personal data. You do not have to sign the consent form however if you do not do so then we will be unable to provide the Services to you.

10.4 For the purposes of this clause, “Data Protection Legislation” includes the General Data Protection Regulation (EU) 2016/679) as incorporated into United Kingdom law by the Withdrawal Act 2018 (GDPR) and any national implementing laws, regulations and secondary legislation relating to data protection and privacy, as amended or updated from time to time, in the United Kingdom, as well as any successor legislation to the GDPR and Data Protection Act 2018.

11. General

11.1 No term of the Agreement will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.

11.2 Each of the parties warrants its power to enter into the Agreement and has obtained all necessary approvals to do so.

11.3 Both parties shall be released from their respective obligations in the event of national emergency, war, pandemic, prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties or either of them renders the performance of the Agreement impossible.

11.4 Each party acknowledges that these terms and conditions and the Cover Sheet contain the whole agreement between the parties and that it has not relied upon any oral or written representations made to it by the other and has made its own independent investigations into all matters relevant to it.

11.5 If any provision of this Agreement is, or is found to be, illegal, invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall not be affected by such illegality, invalidity or unenforceability.

11.6 This Agreement will be governed by English law and any proceedings arising out of or in connection with this Agreement may be brought in any court of competent jurisdiction in England and Wales.