1.1 These terms and conditions of business (“Terms of Business”),
read together with the accompanying Client Care
Letter (“CCL”) (collectively, the “Terms”), set out the basis
upon which PATIENT BILLING Limited (“PATIENT BILLING”) will
provide its services to you, the Client (as defined in section
2.2 below). All work undertaken by PATIENT BILLING is subject
to the Terms, unless otherwise agreed in writing and signed
by a Director of PATIENT BILLING.

1.2 Where there is any inconsistency between the Terms of Business and the information set out in the CCL, the CCL
shall take precedence.

1.3 The Terms constitute the entire agreement between PATIENT
BILLING and the Client and supersede any previous agreement
or understanding in relation to the Work (as defined at
section 4.1.2 below). No amendment or variation to the Terms
shall be effective unless it is made in writing and signed by
PATIENT BILLING. References in these Terms of Business to
“we”, “us” or “our” are references to PATIENT BILLING. References
to “you” or “your” are references to the Client.4.4.2
PATIENT BILLING’s VAT number is 286 479 05

2.1 PATIENT BILLING Client in relation to the Work it undertakes is
the Client identified in the CCL (the “Client”). PATIENT BILLING
(“PATIENT BILLING”) is under no duty, nor does it accept any
responsibility, to any party other than the Client, unless that
other party is also a Client of PATIENT BILLING in relation to
the work done.

2.2 Save in respect of clause 8 below, the Client and PATIENT
BILLING agree that PATIENT BILLING’s services are provided
solely for the benefit of the Client and, for the purposes
of the Contracts (Rights of Third Parties) Act 1999, the
agreement under which PATIENT BILLING provides its services
to the Client is enforceable only by PATIENT BILLING and the
Client and not by any other party.

2.3 When instructed on a new matter we will discuss with you
the information we require in order to help you achieve your
goals. We will need you and any other professional advisers
who are also engaged on the matter to provide us with
accurate information promptly.payment of PATIENT BILLING’s
invoices in the event that the third party fails for any reason
to make payment within the time set out in the Terms.

3.1 Unless PATIENT BILLING is expressly instructed to the
contrary, PATIENT BILLING shall be entitled to assume that:

3.1.1 Whoever provides instructions to us has actual authority to
do so. We may rely on any information given to us by that
person. Where instructions have been provided on behalf
of a corporate body or other organisation or entity we can
assume that our terms of engagement have been properly
authorised by the board of directors or other appropriate
decision-making body of the organisation or entity.

3.1.2 PATIENT BILLING may act upon such instructions whether
given orally, in writing or by email or other form of electronic
communication.

3.1.3 Where PATIENT BILLING communicates with the Client by
email or other electronic form of communication, the Client
accepts the risks inherent in that form of communication,
including but not limited to the risk of interception and
unauthorised access. PATIENT BILLING screens all of its
incoming and outgoing email messages for known viruses
but the Client acknowledges and accepts that PATIENT
BILLING cannot guarantee that its emails will be virus free.
PATIENT BILLING do not accept any liability for loss resulting
from the use of email for communication between us or
between PATIENT BILLING and third parties.

3.3 Our advice will be based on our interpretation of the bill at
the time the advice is provided.

4.1.1 PATIENT BILLING is required to comply with various statutory and regulatory requirements (such as the Money Laundering Regulations) in relation to its retainer with the Client. The
work done, and any other actions that PATIENT BILLING
may be required to take, in order to comply with those
requirements form part of the Work and PATIENT BILLING may
include the cost of any such work (together with VAT, as
applicable) in the fees payable by the Client.

4.1.2 Disbursements In addition to its fees, PATIENT BILLING may
also incur disbursements (including VAT, where applicable)
in relation to the Work, and the basis on which they are
charged are set out in the CCL. These may be incurred in the
course of a matter without your prior approval.

4.2 Administrative Management Fee – Overdue Collection Cost

4.2.1 Payment Plan. Should invoices remain outstanding for an un
reasonable period of time, our policy, in the first instance, is
to provide a sympathetic means to settle over an extended
period of 6 months. The fee for managing the 6-month
payment plan, (Administrative Management Fee) is a fixed
fee of £198.00 (including VAT).

4.2.2 Should our Credit Control Team be required to repeatedly
chase for payment of an invoice; the procedure will qualify
for an “Overdue Collection Cost” at £150.00 per hour. As such,
any qualifying emails from Credit Control will incur a fee
of £15.00 (including VAT) by way of a disbursement. Credit
Control will warn of this procedure before initiating the cost
which allows sufficient time for settlement, thus avoiding
the cost. Payment in respect of our terms will avoid the
need for Overdue Collection Costs.

4.3 Payment of costs and disbursements

4.3.1 The Client is responsible for payment of PATIENT BILLING’s
fees, disbursements and VAT (where applicable). PATIENT
BILLING’s invoices will always be addressed to the Client and
are payable by the Client in accordance with the terms of
payment as set out in the Terms.

4.3.2 The Client may agree with a third party that that third party
will pay PATIENT BILLING’s fees and disbursements on behalf
of the Client. PATIENT BILLING will not, however, be a party to
that agreement and will expect the Client to make payment
of PATIENT BILLING’s invoices in the event that the third
party fails for any reason to make payment within the time
set out in the Terms.

4.3.3 In contentious matters:

4.3.3.1 The Client may obtain a Court Order requiring a third party to
pay a contribution toward the Client’s costs. Any such order
shall not relieve the Client of its obligation to pay PATIENT
BILLING’s fees and disbursements and the Client shall not be
entitled to withhold or delay payment of PATIENT BILLING’s
invoices pending receipt of payment under the Court
Order. You will remain responsible for payment of our bills
irrespective of the outcome of any contentious matter; and

4.3.3.2 Any money recovered from another party will be applied
against any outstanding bills and any interest on them.

4.4 VAT

4.4.1 Unless otherwise expressly stated, the fees set out in the
CCL are exclusive of VAT and are subject, where applicable,
to VAT at the prevailing rate.

4.4.2 PATIENT BILLING’s VAT number is 286 479 05

5.1 PATIENT BILLING may issue monthly invoices to the Client for
the work undertaken to date, any disbursements incurred
and any applicable VAT.

5.2 PATIENT BILLING’s invoices are payable on presentation to
the Client. If payment of an invoice is not made in full within
14 days of presentation, PATIENT BILLING reserves the right to
charge interest at 8% over the base rate for the time being
of Coutts Bank on any balance outstanding from the date of
presentation of the invoice until payment.

5.3 If a bill is overdue for payment, we may on reasonable written
notice suspend or terminate the provision of any services to
you (and others with whom you are associated) and retain
any documents, papers and other materials belonging to
you and others with whom you are associated.

5.4 Unless otherwise previously agreed in writing, PATIENT
BILLING shall be entitled to payment of its fees,
disbursements and VAT regardless of whether a particular
matter has been successfully concluded or completed.

5.5 When we are instructed on a matter by or on behalf o f more
than one person or company, each person or company for
whom we act will be jointly and severally liable for payment
of the full amount of our fees, disbursements and VAT.

5.6 If our bills are not payable by you as our Client but by a third
party, you will still be liable for any VAT in respect of our
charges. We are only able to issue VAT invoices to you and
not to a third party.

5.7 If our services are subject to VAT, you must indemnify us fully
on demand for any interest, penalties or legal costs which
we incur as a result of any incorrect information in relation to
your VAT status, which you have provided.

6.1 Any money that PATIENT BILLING holds on behalf of the Client
will be deposited in a designated Client bank account or
Client deposit account with a clearing bank. PATIENT BILLING
will not be responsible for any mistake or failure by the bank.

6.2 Unless the money that PATIENT BILLING holds is for a specific
purpose, PATIENT BILLING may apply any money held on the
Client’s behalf towards the discharge of PATIENT BILLING’s
invoices.
6.3 Where PATIENT BILLING holds monies on its Client
account it will not pay any interest.

7.1 The Client may terminate the Work at any time by giving 30
days written notice to PATIENT BILLING.

7.2 PATIENT BILLING may in its absolute discretion suspend or
terminate the Work forthwith in the event that:

7.2.1 The Client fails to make a payment on account of fees and/
or disbursements and/or VAT;

7.2.2 The Client fails to pay any invoice within thirty days of its
presentation to the Client;

7.2.3 The Client persistently fails to pay invoices in accordance
with the terms agreed in the Terms;

7.2.4 The Client persistently fails to provide PATIENT BILLING with
instructions in relation to the Work;

7.2.5 The Client’s instructions may result in PATIENT BILLING being required to act in a manner that is unlawful and/or may
contravene applicable legislative or regulatory requirements
and/or may otherwise give rise to unacceptable professional
risk to PATIENT BILLING

7.2.6 The Proceeds of Crime Act 2002, The Money Laundering
Regulations 2007, or any legislation of like or similar effect
prohibits PATIENT BILLING from continuing to act for the
Client; or

7.2.7 The relationship between PATIENT BILLING and the Client has
otherwise irretrievably broken down.

7.3 In the event that the Client or PATIENT BILLING suspends or
terminates the Work, PATIENT BILLING shall be entitled to
invoice the Client for our fees in respect of the Work done,
disbursements incurred and any applicable VAT to the point
that the Work was suspended or terminated, and in respect
of any work (such as applications to remove PATIENT BILLING
from the Court Register as acting for the Client) that may
reasonably be necessary following such suspension or
termination. Any invoice raised by PATIENT BILLING as a result
of work being suspended or terminated shall be payable
immediately upon presentation to the Client.

8.1 Unless otherwise agreed in writing, our liability:

8.1.1 shall not exceed £1,000,000 any one claim or the minimum
required by law, whichever is the greater:

8.1.1.1 whether to you or any third party;

8.1.1.2 on the part of PATIENT BILLING or its directors, employees
or consultants together, for any losses incurred by you as
a result of or in connection with any breach of contract,
breach of trust, breach of fiduciary duty or tort (including
negligence) or other civil liability.

8.2 PATIENT BILLING’s fees chargeable to the Client in respect of
the Work have been calculated by reference to:

8.2.1 the risk to PATIENT BILLING associated with the Work;

8.2.2 the general provision of the Terms;
8.2.3 the level of indemnity insurance carried by PATIENT BILLING;
and, particularly,
8.2.4 the limitations on PATIENT BILLING’s liability contained in this
section 8.

8.3 If the Client wishes PATIENT BILLING to accept a greater
risk and/or increased limit of liability, PATIENT BILLING may
be prepared to do so although PATIENT BILLING may, in
these circumstances, include a surcharge referable to the
additional risk accepted by PATIENT BILLING and/or the cost
to PATIENT BILLING of any additional insurance cover that
may be required.

8.4 PATIENT BILLING shall not in any circumstances be liable to
the Client for any loss of profit or any other consequential
or indirect loss (howsoever arising). Our liability to you in
connection with this matter is limited to the proportion of
loss or damage (including interest and costs) suffered by
you which is just and equitable, having regard to the extent
of your own responsibility and the contribution of any other
person to the loss or damage regardless of any contractual
or other limitation of their liability and/or their ability to pay
and/or limitation

8.5 The Client agrees that the liability of PATIENT BILLING, its
partners, employees, subcontractors and consultants shall
not be increased by any limitation, exclusion or restriction
of liability that the Client may have agreed with any other
advisor, by the Client’s inability to recover against any of its
advisors, or by the Client’s decision not to recover from any
of its advisors. The Client agrees that it will inform PATIENT
BILLING if the Client agrees, or is asked to agree, to limit the
liability of any of the Client’s other advisors in relation to
the Work.

8.6 If goods and/or services are supplied or provided by any
third party (“Third Party”) in connection with the Work, and
regardless of whether PATIENT BILLING has recommended
the Third Party to the Client and/or has engaged the Third
Party on the Client’s behalf, PATIENT BILLING do not accept
any responsibility for the performance, acts or omissions
of the Third Party nor do PATIENT BILLING give any warranty,
guarantee or other representation as to the suitability
or quality of such goods and/or services but may, where
applicable, at the request of the Client assign to the Client
the benefit of any warranty, guarantee or representation
given by the Third Party. Where PATIENT BILLING instructs a
Third Party on your behalf, you will be their Client and you
will be responsible for payment of their fees and expenses.
If we pay their fees or expenses, we will invoice you for them
and payment will be due in accordance with section 5.

8.7 We can only limit our liability to the extent the law allows. In
particular, we cannot limit our liability for death or personal
injury caused by our negligence.

8.8 PATIENT BILLING (rather than its members, employees and
consultants as individuals) will provide advice and services
to you, and PATIENT BILLING alone will be responsible for the
performance of the agreement between PATIENT BILLING and
the Client. You agree that you will not bring any claim for any
losses incurred by you as a result of or in connection with
any breach of contract, breach of trust, breach of fiduciary
duty or tort (including negligence) or other civil liability in
connection with any advice and/or services provided to you
against any member, employee or consultant of PATIENT
BILLING itself for the acts or omissions of its members,
employees or consultants.

8.9 All work undertaken and advice provided by us is for your
use and benefit only and may not be passed on to any other
person without our prior written approval, and subject to
such conditions as we may impose at the time.

8.10 We shall have no liability for any loss or damage suffered
by you as a result of our inability to comply with your
instructions to transfer monies because of bank insolvency
or other inability or mistake of a bank to pay.

8.11 Pursuant to various statutes, regulations or court orders,
we may, exceptionally, have obligations that lead us to
disclosing details of your affairs to the relevant authorities.
We will not always be permitted to inform you that this has
occurred. In some cases, compliance with these obligations
may cause delay in carrying out your instructions or
proceeding with the matter and provided we have acted
in good faith, we shall have no liability to you for the
consequences of such delay.

9.1 There may be aspects of the Work where the Client requires
tax advice. Unless exactly stated to the contrary, these are
not matters upon which PATIENT BILLING will advise the Client
as the Client is expected to have its own tax advisors.
9.2 We are not authorised by the Financial Conduct Authority. If,
while we are acting for you, you need advice on investments,
we may have to refer you to someone who is authorised to
provide the necessary advice.

10.1 After completing the Work, or following the termination or
suspension of the Work, PATIENT BILLING is entitled to keep
all the Client’s papers and documents while there is money
owed to PATIENT BILLING for its fees and disbursements
and any applicable VAT (whether in respect of the Work or
otherwise).

10.2 PATIENT BILLING will retain its electronic file of working
papers (the “File”) for seven years after the completion of
the Work. On completion of a matter, PATIENT BILLING will
retain the File on the understanding that PATIENT BILLING
has the Client’s authority to destroy the File after this
period of time. PATIENT BILLING can arrange to deposit
original documents in safe custody with a third party
storage provider who will charge the Client directly for such
a service. We have no responsibility to advise you of the
pending disposal of any of your files.

10.3 PATIENT BILLING will not normally charge for retrieving papers
or documents from storage that are in relation to continuing
or new instructions. PATIENT BILLING may, however, charge
the Client for time spent producing papers or documents
to the Client (or a third party at the Client’s request), or
for other related work (including work done reading and
responding to correspondence).

11.1 All copyright and other intellectual property rights in all
documents, reports, written advices or other materials of
whatever nature provided by PATIENT BILLING to the Client
(collectively, the “Work Product”) remain vested in PATIENT
BILLING.

11.2 The Client has the full right and licence to distribute
copies of the Work Product within its own organisation in
relation solely to the Work. If the Client wishes to distribute
copies of the Work Product within its own organisation
for other purposes and/or to third parties outside its
own organisation (for any purpose), it will require PATIENT
BILLING’s prior written permission to do so under section 8.9.

11.3 The Client may be required to provide documents, materials
and/or other property (collectively, the “Materials”) to
PATIENT BILLING for the purposes of the Work. Subject to the
provisions of this section 11, any rights that the Client may
have in the Materials shall not be affected by the provision
of the Materials to PATIENT BILLING and, subject to PATIENT
BILLING’s right to exercise a lien over the Materials in respect
of any sums owing by the Client to PATIENT BILLING (whether
in respect of the Work or otherwise), PATIENT BILLING will at
the Client’s request return the Materials to the Client when
the Work to which the Materials relate has been completed.

11.4 As part of the Work PATIENT BILLING may (in its absolute
discretion) copy all or any part of the Materials and/
or incorporate all or any part of the Materials into the
Work Product and make such use of the Work Product
incorporating the Materials as PATIENT BILLING may (in its
absolute discretion) deem appropriate. If PATIENT BILLING
does so the Client will:

11.4.1 Be deemed to have granted without charge to PATIENT
BILLING a permanent irrevocable royalty free licence for
PATIENT BILLING to use such rights that the Client may have
in the Materials as are required by PATIENT BILLING to copy
and/or incorporate and/or use the Materials and/or Work
Product in the manner aforesaid; and

11.4.2 at the Client’s own expense obtain all third party licences
and/or consents as may be required to enable PATIENT
BILLING to copy and/or incorporate and/or use the Materials
and/or Work Product in the manner aforesaid and the
Client shall fully and effectively indemnify and hold PATIENT
BILLING harmless in respect of any claims made by any third
party that the use made by PATIENT BILLING of the Materials
and/or Work Product contravenes any of such third party’s
rights in the Materials.

12.1 Fair collection notice for Client data

12.1.1 All information that we hold concerning individual Clients will
be held and processed by us strictly in accordance with the
provisions of the General Data Protection Regulation (GDPR)
effective May 25, 2018

If any breach of data protection occurs, PATIENT BILLING
will act in accordance with the General Data Protection
Regulation. Such data will be used by us to provide you with
the services set out in the CCL or otherwise as you have
requested. It may also be used, unless you provide PATIENT
BILLING with written instructions to the contrary, to give you
information about our other services and events, which we
think may be of interest to you. We will not, without your
consent, give your name, address or contact details to any
third party unless: this is necessary to provide you with the
services set out in the terms of the CCL.

12.1.2 Individuals, under the General Data Protection Regulation,
have the right to obtain information from us, including a
description of the data that we hold about them. To make a
data request or to ask any questions about data protection
and privacy, please contact PATIENT BILLING’s Data
Protection Officer (DPO) using support@patientbilling.co.uk

13.1 Any information that the Client provides to PATIENT BILLING
or which PATIENT BILLING receives in relation to the Work from
third parties during the course of its retainer for the Client
(other than information that is already in the public domain)
is confidential and shall not (other than as is required by
PATIENT BILLING’s compliance with the Law) be disclosed to
third parties without the Client’s consent, subject to the
exceptions at sections 13.3 and 13.4.

13.2 Any commercially sensitive or privileged information may
be disclosed to another person in certain circumstances,
including but not limited to:
(a) with your consent;
(b) to your other professional advisers;
(c) where disclosure is required by law, court order or any
regulatory authority;
(d) to the extent that such information enters, or has
entered, the public domain; or
(e) to our auditors or other professional advisers in
connection with the performance of their duties.

13.3 We may use external agencies for typing, photocopying,
printing and preparation of due diligence and you agree
that we may disclose information to third parties for that
purpose. There may be occasions where outsourcing
of other activities is desirable. We will advise you before
outsourcing other activities.

13.4 For the purposes of this section 14, the term PATIENT BILLING
shall include, without limitation, PATIENT BILLING’s members,
employees and consultants, and such individuals shall not
be deemed to be a third party.

14.1 Applicable Law and Jurisdiction
You will have a Client relationship partner who will be
responsible for liaising with you on all the matters we
undertake for you.

14.2 PATIENT BILLING is committed to providing all of its Clients
with the highest possible levels of service and the best
possible commercial advice. Whilst PATIENT BILLING has
an enviable record of Client satisfaction PATIENT BILLING
recognises that things can sometimes go wrong.

14.3 In the event that the Client has any concern with the service
the Client has received from PATIENT BILLING, the Client
should raise its concern with the Partner supervising the
Work, who will do their best to resolve the Client’s concerns.
If, however, the Client is not satisfied by the action taken
or does not feel it can raise the concern with the Partner
supervising the Work, the Client should ask to have its
concerns reviewed by PATIENT BILLING’s Client Care Director,
who will provide the Client with full written details of
PATIENT BILLING’s complaints procedure and will thoroughly
investigate the Client’s concerns.

PATIENT BILLING’s agreement with the Client is deemed to
have been negotiated and made in England and is in all
respects governed by and shall be construed in accordance
with English Law. Any non-contractual obligations arising
out of or in connection with PATIENT BILLING’s contract with
the Client shall also be governed by and shall be construed
in accordance with English Law. The English Courts shall
have exclusive jurisdiction over any dispute between
PATIENT BILLING and the Client.

In accordance with the disclosure requirements of The
Provision of Services Regulations 2009, we are insured by a
reputable company.

To promote equality and diversity in the way we operate
our business and in our dealings with third parties and
employees a copy of our diversity policy is available on
request.

PATIENT BILLING does not provide access to retention and/
or escrow accounts. PATIENT BILLING outsources the set up
and ongoing maintenance of retention/escrow accounts
to a third party should they be required by the Client. The
outsourced third party will contract with the Client direct
and will invoice the Client direct for this service. (these fees
are in addition to any PATIENT BILLING fees). PATIENT BILLING
shall not be responsible for and takes no liability for the
set up and/or ongoing maintenance of any such retention/
escrow accounts.

If you are a private Client and we have met with you but
not at our offices, or you have instructed us remotely i.e.
by telephone, letter or email, the Consumer Contracts
(Information, Cancellation and Additional Charges)
Regulations 2013 apply to your matter. If applicable, this
means that you have the right to cancel your instructions to
us within 14 days of entering into the contract. The enclosed
notice of right to cancel provides further information. To
exercise the right to cancel, you must inform us by email,
fax or post or you may use the enclosed model cancellation
form, but it is not obligatory. We cannot commence work
within the cancellation period without your express
request to do so, by completing and returning the enclosed
“commencement of work request”. If you sign and return
the form you will still have the right to cancel the contract
within 14 days, but you will be required to pay a reasonable
amount for the work done up to the point at which you
notify us of the cancellation.