Terms & Conditions

Standard Terms and Conditions for Occupational Health Services throughout the UK 

Ayrshire Medical Services Ltd (AMS)

(Company number SC461012; registered office: 4 Wellington Square, Ayr, KA7 1EN)

Standard Terms and Conditions


    1. In these conditions:

“Client” the person about whom the services have been requested for an examination, health intervention or report

“Commencement” in the case of Health Surveillance services, the date that the provision of services start from

“Customer” means the person or entity who has instructed AMS to perform services under the terms of these conditions.

“Data Sharing Agreement” The AMS Data Sharing Agreement 

“GDPR” The General Data Protection Regulations

“AMS” Ayrshire Medical Services Ltd 

“RIDDOR” The Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013

“Service Level” The service levels agreement

“Service Quote” The list of services and fees provided and updated from time

to time for the Customer, which forms part of this contract

“Management Fee” means the fee payable every 12 months from

commencement of services, if applied in your Service Quote

  1. The Contract
    1. Ayrshire Medical Services Ltd will be referred to hereafter as AMS.
    1. These conditions apply between AMS and the Customer commissioning occupational health services from AMS, including ad-hoc utilisation of services and/or where an For Cause or Corporate Retainer has not been applied.
    1. No variation of or addition to these conditions is effective without the written agreement of both AMS and the Customer.
    1. These Standard Terms and Conditions, Schedules 1 and 2 and your Service Quote form the Contract.
  1. The Work
    1. AMS shall carry out the work using professional skill and care in the light of information available to AMS at the time.
    1. The Work will be made up of the various services outlined in Clauses 9, 10, 11 and 12 below and as priced in your Service Quote and in accordance with the Service Level in Schedule 1.
    1. AMS will endeavour to carry out the work in accordance with any timetable agreed with the customer. AMS will inform the customer immediately if it becomes apparent that the work will not be carried out in accordance with the timetable and will seek to agree a new timetable with the customer.
  1. Liability
    1. The Customer hereby agrees and undertakes to indemnify and keep indemnified AMS during the Contract and thereafter for and against all damages, loss, claims, demands, expenses, costs and liabilities which AMS may at any time incur as a result of any negligent breaches by the Customer, its agents or employees.
    1. While AMS will use all reasonable actions to ensure the Services are provided to a level of skill and care commensurate with that of a reasonably skilled professional in the field of the Services, AMS will not be held responsible for any consequence arising out of any inaccuracies or omissions unless such inaccuracies or omissions are the result of any negligent act or willful default on the part of AMS.
    1. Except in respect of death or personal injury caused by AMS’s negligence, or as expressly provided in these Conditions, AMS shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contact, for any loss of profit or any indirect, special or consequential loss, damages, costs, expenses or other claims (whether caused by the negligence of AMS, its employees or agents or otherwise) which arise out of or in connection with the provision of the Services.
    1. In any event the entire liability of AMS under these terms and conditions will be limited to five million pounds £5,000,000(GBP).

4.5.AMS clinical staff are covered by medical malpracticeinsurance.

    1. AMS shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of

AMS’s obligations in relation to the Services, if the failure or delay was due to any cause beyond AMS’s reasonable control.

    1. AMS shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any fault of the Customer including, without limitation:-
      1. any documents or other materials, and any data or other information provided by the Customer or a Client relating to the Services; or
      1. any instructions or information supplied by the Customer (or its accountants, solicitors or other professional advisers) relating to the Services; which are incomplete, inaccurate, illegible, or arising from their late arrival or non-arrival.
    1. While AMS shall use all reasonable measures to ensure the accuracy of any third party material used by AMS in carrying out the Services, AMS shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from use of such third party material.
    1. While AMS shall use reasonable measures to ensure the suitability of information sources, including client medical reports from treating clinicians, to be used by AMS in carrying out the Services, AMS shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from use of such information sources.
  1. Confidentiality
    1. 5.1.Both AMS and the Customer agree to keep (and to ensure that their respective employees keep) confidential all information disclosed by either party to the other relating to the Contract. This obligation of confidentiality shall apply to information disclosed orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such. Confidentiality extends to information gained by AMS about the Customer’s business operations, customers, trading partners and knowhow.
    1. 5.2.The obligation of confidentiality in clause 4.1 will not applywhere:-
      1. either party has consented in advance and in writing to disclosure of the confidential information;
      1. that such information becomes public knowledge through no fault of the receiving party provided that the receiving party shall not disclose any such information which is not public knowledge;
      1. the receiving party can show, to the reasonable satisfaction of the other, that such information was already known to the receiving party prior to its being disclosed to them; and

5.2.4.the receiving party is required by law to divulge such information to some judicial, governmental or other authority or regulatory body (in which case the receiving party shall do so only to the extent required by law and shall use its best measures to ensure that the body in question keeps such information confidential and does not use the same except for the purposes for which the disclosure ismade).

  1. Intellectual Property
    1. AMS acknowledge that in the performance of the services, AMS will become aware of information including knowledge, commercially sensitive information, plans, trade secrets and processes that are the copyright and intellectual property of the Customer and will use all reasonable measures to protect those rights of the Customer.
    1. The Customer acknowledges and agrees that all copyright and other intellectual property rights arising from the Services shall remain the exclusive property of AMS and may only be copied, reproduced or disseminated with AMS’s express prior written consent. This agreement will be reciprocal with the customer.
    1. 6.3.The Customer acknowledges and agrees that they will cease to use all materials which are the copyright or intellectual property right of AMS upon the termination of services however caused.
  1. Data Protection
    1. It is recognised that in order for AMS to provide Occupational Health Services, Personal Data and Sensitive Personal Data relating to clients will need to be shared between the Customer organisation and AMS.
    1. AMS are a Data Controller of information gathered by them and within their domain and are not a Data Processor for the Customer.
    1. Utilisation of AMS services requires Customers to agree to the terms of our Data Sharing Agreement which is attached as Schedule 2.
    1. The Customer shall ensure that it has all consents or permissions necessary under the Data Protection Act 1998 (DPA) and any other prevailing legislation, including the General Data Protection Regulations (GDPR) in pursuance of their responsibilities as Data Controller for that information prior to disclosing to AMS any personal data

(including sensitive personal data) relating to Clients and shall comply with AMS’s reasonable directions in relation to ensuring compliance in all respects with the GDPR as outlined in the AMS Data Sharing Agreement. Reasonable direction would relate to compliance with the DPA and GDPR in accordance with Guidance Documents, Codes of Practice and Best Practice as may from time to time be released by the Information Commissioner’s Office or other such body.

    1. Consent is required by clients for the performance and delivery of Occupational Health interventions. In the event that a client does not engage or consent to the

consultation process, including consent for the release of an Occupational Health report, the fee for OH services will still apply, as outlined in your Service Quote.

  1. Medical Records
    1. AMS maintain medical records, as professionally required in the pursuance of the provision of Occupational Health services.
    1. AMS have a process for the transfer of medical records to and from another Occupational Health provider at the commencement or cessation of services, in accordance with industry guidance. Such transfers will require both Occupational Health providers to co-operate and comply with professional standards.
    1. Where records are being transferred from AMS to another provider, the cost of delivery by secure means such as courier service will be met by the Customer.
    1. Access to medical records, such as Subject Access Requests are managed by AMS.
  1. GP and Specialist Medical Reports
    1. On occasions a medical report is required from a GP or Specialist in order to give complete and accurate advice to the customer.
    1. The Customer agrees to pay AMS any costs relating to third party services, including GP and Specialist reports and tertiary specialist fees where such services are required, in the view of AMS, in order to provide good medical advice.


  1. Occupational Physician Appointments
    1. Appointments will be offered after the receipt of a correctly completed referral form. We will use our best measures to appoint as soon as is practicable and in accordance with the following service level:
      1. Appointments will be offered within 7-10 working days of referral
      1.   Reports will be dispatched within 3-4 working days following the consultation, assuming consent is provided by the employee for release of the report at the time of the consultation.
    1. Service levels relate to the offer of an appointment with any of our Occupational Physicians and the Customer acknowledges that if continuity of OH Physician is required, events such as illness or annual leave of a particular OH Physician may impact on the waitingtime.
    1. Referral documents and supplementary information supplied by the Customer needs to be shared in accordance with our Data Sharing Agreement.
    1. It is the Customer’s responsibility to ensure that the appointment details are notified to the client.

9.5.Charges applicable for a change or cancellation of an appointment are as follows where times exclude Saturday, Sunday and PublicHolidays:

      1. If the notification is more than 48 hours no fee will be due to AMS for the changed or cancelled appointment.
      1. If this notification for a change or cancellation is less than 48 hours then the full fee will still be due.
      1. If a client fails to attend their appointment without cancellation this will be subject to a non-attendance fee equivalent to the full fee.
  1. Pre-placement and Night Worker assessment
    1. Pre-placement and Night worker questionnaires can be scrutinised by AMS upon request.
    1. AMS will only scrutinise information provided by subjects on AMS documentation where appropriate consents have been given to that processing.
    1. A fee will be charged for each questionnaire received.
    1. No subject will be deemed to be medically unfit without an Occupational Health Physician consultation.
    1. If an Occupational Physician consultation is deemed necessary following AMS scrutiny of the questionnaire, the Customer will be notified of this. It is for the Customer to decide if they wish to proceed with an OH consultation in which case, the usual referral process and fees will be required as for other Occupational Physician consultations.
    1. Our service level for the processing of completed questionnaires is:
      1. working days where we are able to complete scrutiny based on the informationavailable.
  1. Ad-hoc on-site nurse clinics
    1. Services delivered by nurses may be provided at a Customer site upon request. Requests for service can be made by telephoning or emailing our AMS and speaking to our Sales and Marketing Executive. 
    1. If your Service Quotation does not include nurse services, an additional Service Quotation will be provided.
    1. The Service Level for dates to be offered for on-site nurse days is:
      1. 7 working days for single days
      1. 11.3.2.For block bookings the service level is to agree a timescale for delivery within 10 working days of request with delivery dependent on Customer timescales, volume and AMS nurseavailability.
      1. 11.3.3.Non cancellation of nurse clinics unless in cases of staff illness or events out with the reasonable control ofAMS.
    1. Your Service Quote shows the rates applicable to on-site work.
    1. Where on-site services are requested, it is the Customer’s responsibility to ensure employees are notified of the appointment details.
    1. When on-site services are requested, the customer is responsible for the provision of suitable premises in which to conduct the services. The main

requirements are as follows:

      1. A private room which cannot be seen into from the outside (screening measures can be used) and where consultations cannot be overheard. Cleanliness and adequate heating and lighting is required and the room should be available for use throughout the scheduled time period, without interruption.
      1. A table and 2 chairs (3 if clients are to be accompanied).
      1. For noise health surveillance, background noise must be at a low enough level sufficient for the effective provision of audiometry screening tests.
    1. No fees are to be levied against AMS for the use of premises for this purpose.
    1. When on site, AMS staff will abide by all Health and Safety instructions given by the site controller who will usually be the Customer.
    1. The cancellation fees applicable to on-site work are as follows with calculations excluding Saturday, Sunday or Public Holidays:
      1. More than 10 days notice attracts no fee.
      1. Less than 10 days and more than 5 days notice attracts a half fee.
      1. 5 or less days attracts a full fee.
  1. Management Fees
    1. Your Service Quote outlines if an For Cause or Corporate Retainer is applicable for the provision of your services. For Cause or Corporate Retainers only apply to Health Surveillance programs.
    1. The Management Fee is invoiced at the commencement of Health Surveillance services and annually thereafter.
    1. The services included in your For Cause or Corporate Retainer are outlined in your Service Quote, if applicable.
    1. There is no refund of the For Cause or Corporate Retainer in the event of termination of the contract by the Customer before 12 months since the last For Cause or Corporate Retainer was invoiced.
  1. Term and Termination
    1. Where no For Cause or Corporate Retainer has been charged, the term of this agreement is for the period from referral to conclusion of delivery of each individual service referral.
    1. Where an For Cause or Corporate Retainer has been applied, the term of this contract is for 12 months from the ‘Date of Commencement’ and is renewable annually thereafter unless the Customer provides 2 months’ notice of termination. In this case:
      1. 13.2.1.Either party may terminate this agreement by giving three months notice to the otherparty.
      1. 13.2.2.In the event that termination notice is given by AMS, the balance of the Management Fee will be refunded to theCustomer.
  1. Business Continuity
    1. In the event that AMS is unable to deliver services within the Service Levels:
      1. AMS will use all reasonable measures to re-establish full services as soon as possible and will provide reduced service meanwhile.
      1. AMS will provide regular updates on our re-establishment plan.
      1. AMS will provide ongoing OH advice to manage acute issues and prioritise cases based on risk, in discussion with the Customer.
    1. In the event of transfer of the OH services to another OH provider, AMS will, upon notice, provide an exit plan and use reasonable measures to manage the transition of the service to the new provider. The exit plan will include:
        1. A list of OH records held
        2. Transfer of OH records in accordance with industry professional   


        1. Health surveillance risk registers transferred
  1. Occupational Ill Health
    1. 15.1.Clinicians at AMS may identify cases of work-related ill health following single OH consultations or as part of a Health Surveillanceprogram.
    1. 15.2.All cases of suspected Occupational ill-health will be notified to the employer through a consented OH report following consultations as well as recommendations for furtheraction.
    1. 15.3.Where a reportable condition under RIDDOR has been identified by an Occupational Physician, this will be notified to the Customer, with consent, in the form of an OHreport.
      1. 15.3.1.It is the Customer’s responsibility to make a statutory report under RIDDOR in thesecircumstances.
  1. Fees
    1. All fees quoted in the Service Quote are exclusive of VAT. VAT will be charged in accordance with the tax rules which are issued by HMRC.
    1. The fees due will be as per your Service Quote.
    1. If in connection with the work any member of AMS is later called upon to give evidence or expert opinion in court, including an Employment Tribunal, on behalf of the customer, the Customer shall reimburse AMS with its full costs and expenses. For the avoidance of doubt the fee will be £175 per hour or part thereof.
  1. Payment
    1. The customer will pay the invoice in full, including any amount shown in respect of Current VAT within 30 days of the date of invoice.
    1. No payment will deem to have been received until AMS is in cleared funds.
    1. If payment is not made by the due date, AMS shall be entitled without limiting any other rights that it may have to charge interest on the outstanding amount (both before and after judgment) at the rate of 2% above base rate from time to time of the Bank of Scotland accruing daily from the due date until the outstanding amount is paid in full.
  1. General
    1. Except where this Contract expressly provide otherwise, any subsequent modifications, additions, or deletions to the Services, (or their content) will only have effect if agreed in writing between the parties.
    1. Any notice required or permitted to be given by either party to the other under this Contract shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
    1. No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
    1. This Contract constitutes the entire agreement between the parties and supersede any previous agreement or understanding between the parties. In the event of conflict between these Conditions, these Conditions shall prevail. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
    1. If any provision of this Contract is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Conditions and the remainder of the provision in question shall not be affected.
    1. The law of Scotland shall apply to the Contract and the parties agree to submit to the non-exclusive jurisdiction of the Scottish Courts.
  1. Definitions
    1. “Customer” means “any person, organisation, group or entity accepted as a customer of AMS to access OH services”
    2. “Data Controller” means “a person who (either alone or jointly or in common with other persons) determines the purposes for which and the manner in which any personal data are, or are to be, processed”
    3. “Data processor” means “in relation to personal data, any person (other than an employee of the data controller) who processes the data on behalf of the data


    1. “Data Sharing Agreement” means this agreement governing the arrangements by which personal data will be shared between AMS and the Customer as outlined in Schedule 1.
    2. “Data Sharing” means “the passing of personal data between the Customer and AMS”.
    3. “GDPR” means “General Data Protection Regulations”
    4. “ICO” means “Information Commissioner’s Office”
    5. “AMS” means “Ayrshire Medical Services Ltd registered in Scotland with registration number SC461012 with registered office at 4 Wellington Square, Ayr, KA7 1EN.
    6. “Originating Party” means “A Data Controller who shares information for which they are a Data Controller with another Data Controller under this Data Sharing


    1. “Receiving Party” means “A Data Controller who receives information from an Originating Party under this Data Sharing Agreement”.
  1. Applicability
    1. This Data Sharing Agreement applies to all Customers who commission OH services from Integral Occupational Health and agreement is a pre-requisite for accessing Integral Occupational Health services.
  1. Commencement
    1. This Agreement is deemed to be in force from:
      1. 1ST August 2019
      2. any earlier date that the Customer is notified of this agreement or;
      1. any earlier date online terms and conditions are updated with this agreement
  1. Purpose of Data Sharing
    1. AMS is a provider of professional Occupational Health services to the Customer for the ultimate benefit of workers and organisations.
    2. In order for AMS to provide these services, Data Sharing in certain circumstances is required:
      1. From the Customer to AMS
      2. From AMS to the Customer
    3. The nature of the data to be shared includes Sensitive Personal Data and this is detailed in Schedule 1.
  1. Organisations involved in Data Sharing
    1. This agreement relates only to Data Sharing between AMS and the Customer and as outlined in Schedule 1.
    2. This agreement does not cover the sharing of data with any other party and the respective Data Controller responsibilities for each party will be responsible for any such further data control.
  1. Data Controller Responsibilities
    1. AMS is the Data Controller for information it receives from referring Customers and other sources.
    2. AMS is not the Data Processor of the Customer.
    3. The Customer is not the Data Processor for AMS.
  1. Data Sharing responsibilities
    1. Schedule 1 outlines the data to be shared.
    2. The Originating Party is responsible for ensuring they have the appropriate arrangements, notices and consents in place for the release of information to be shared with the Receiving Party. Control measures are listed next to each data flow type in Schedule 1.
    3. Once information has been received by the Receiving Party, they have Data Controller responsibilities for that body of information that has been received.
    4. The Receiving Party should ensure they have the appropriate arrangements, notices and consents in place for that information to be shared within their organisation.
  1. Access and Individual’s Rights
    1. Each Data Controller should make it clear in Privacy Notices how individuals can access information.
    2. If a subject access request is received by one party and it is believed to relate to information held by another party, the subject should be directed to the other party. This is to ensure there are no unnecessary delays in individual requests being actioned.
    3. Complaints or enquiries relating to data should be directed to the relevant Data Protection Officer for the responsible Data Controller.
  1. Information governance
    1. The datasets to be shared between parties is outlined in Schedule 1.
    2. Each Originating Party should take reasonable precautions to ensure the data sent is accurate.
      1. If an inaccuracy is detected:
        1. the Originating Party should be notified (if not discovered by the OriginatingParty).
        2. All parties should rectify the error without undue delay.
    3. The data will be transferred utilising commonly available proprietary means.
  1. Data Retention
    1. Sensitive Personal Information outlined in Schedule 1 will be retained by AMS in the following circumstances for the following time periods:
      1. Where Statutory Health Surveillance has been carried out – 40 years
      2. Where no Statutory Health Surveillance has been carried out – 10 years from last OH contact
    2. Retention periods will be notified to data subjects in AMS Privacy Notices.
    3. In circumstances where there is a change of OH provider, AMS will arrange for transfer of records to the new provider directly with them provided the following criteria are met:
      1. Consent of individuals
      2. Assurance of appropriate security and data governance arrangements However the transfer of such records is not the responsibility of the Customer and  is not within the scope of this data sharing agreement.
  1. Data Security
    1. Each Data Controller has responsibility for ensuring the security of data within their Domain.
    2. Each Data Controller shall implement and maintain processes, procedures and controls to protect the confidentiality and security of data in accordance with good industry practice.
    3. Each Data Controller should have appropriate technical and organisational measures in place when sharing personal data including:
      1. Consent from data subjects
      2. Encryption of electronic transmission of sensitive personal data such as using AMS referral portal or password encryption of email attachments.
      3. Information sharing within organisations should comply with Data Controller responsibilities.
      4. Physical security of data
      5. Access controls to the data limiting access to only those with a requirement of access
  1. Data Breaches
    1. The GDPR outlined responsibilities, including for reporting to the ICO, for Data Breaches.
    2. The Data Controller for the domain where the Breach occurred is responsible for reporting to the ICO and subsequent management.
    3. In the event of a Data Breach, the responsible Data Controller should implement further control measures to reduce the risk or prevent a further breach.
  1. Review of Data Sharing arrangements
    1. AMS will audit these arrangements as part of ISO9001:2015 compliance.
    2. Non-conformances will be rectified and notified to relevant parties, which may be the Originating Party.
    3. Material changes in the GDPR or associated guidance may require future amendments.
  1. Termination of services
    1. The data shared under this agreement, is on a referral by referral basis.
    2. The effect of the Customer not using AMS services means no more data transfers will occur.
    3. Both parties will still continue to hold Data Controller responsibilities for their information