TERMS AND CONDITIONS FOR THE PROVISION OF AIR AMBULANCE OR COMMERCIAL AIRLINE CHARTERS 1

Transcription

1 TERMS AND CONDITIONS FOR THE PROVISION OF AIR AMBULANCE OR COMMERCIAL AIRLINE CHARTERS 1 1 Edition 1 dated [] February 2015

2 CONTENTS 1. DEFINITIONS AND INTERPRETATION BASIS OF CONTRACT TERM SERVICES MEDICAL REPORTS AND LIABILITY PAYMENT OF THE CHARTER PRICE AMENDMENTS TO THE CHARTER PRICE INSURANCE LIMITATIONS OF LIABILITY FORCE MAJEURE TRANSFER THIRD PARTIES NOTICES SURVIVAL OF CLAUSES GOVERNING LAW AND JURISDICTION Schedule Services Schedule Air Ambulance Terms and Conditions Schedule Commercial Airline Terms and Conditions MaritimeRepatriationsLimited. CompanyRegisteredinEnglandandWales.NoOC

3 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In these Conditions capitalised terms shall have the meaning given to them either in this Clause 1 or in Schedule 2 or Schedule 3 (as applicable): "Additional Costs" means the additional costs and expenses that may be incurred by the Charterer as are further set out in Schedules 2 and 3 (as applicable). "Applicable Laws" means all applicable laws, regulations, regulatory requirements and codes of practice of any relevant jurisdiction, as amended and in force from time to time. "Aircraft" means the air ambulance or the commercial airline, as applicable. "Business Day" means any day which is not a Saturday, Sunday or public or bank holiday in England. "Carrier" means the company providing the air ambulance or the commercial airline, as applicable. "Charter Price" means the amount stated in the Order, as may be amended by the Charterer in accordance with Clause 7. "Charterer" means Maritime Repatriations Limited (company number ) whose registered office is at Well Cottage, Well Lane, Devauden, Chepstow, NP16 6NX. "Commencement Date" has the meaning given to it in Clause 2.2. "Conditions" means these standard terms and conditions, including the Schedules. "Contract" means the contract between the Charterer and the Customer for the supply of Services, which comprises these Conditions and the Order. "Customer" means the person who purchases Services from the Charterer as identified in the Order. "Force Majeure Event" the meaning given in Clause 10. "MR Medical Staff" means those medically qualified doctors and nurses contracted by the Charterer to carry out professional medical services on its MaritimeRepatriationsLimited. CompanyRegisteredinEnglandandWales.NoOC

4 behalf, excluding always any treating doctor who provides the Medical Report or any member of the AA Medical Team; "Order" means the Customer's order for Services as set out in the Charterer's purchase order form. "Parties" means the Customer and the Charterer. "Patient" means the individual named in the Order who requires repatriation. "Services" means the services specified in Schedule 1 ((Services) to be provided by the Charterer under these Conditions. "VAT" means value added tax. 1.2 Interpretation In these Conditions: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) (c) (d) (e) (f) a reference to a party includes its successors or permitted assigns; a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or reenacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; reference to a document is a reference to the document as from time to time supplemented or varied; references to Clauses, Schedules and/or Parties are to clauses of and schedules and/or parties to these Conditions, respectively; and general words are not to be given a restrictive meaning because they are followed by particular examples, and any word introduced by the terms "including", "include", "in particular" or any similar expression will be construed as illustrative only and the word following any of those terms will not limit the sense of the words preceding those terms; MaritimeRepatriationsLimited. CompanyRegisteredinEnglandandWales.NoOC

5 (g) "writing" includes and similar means of communication, subject to the provisions of Clause 13 (Notices). 2. BASIS OF CONTRACT 2.1 The Order constitutes an offer by the Charterer to supply Services in accordance with these Conditions and the Order. If the Customer does not accept the Order within the stated period for acceptance then the Order shall be deemed revoked and no longer capable of acceptance. 2.2 The Order shall only be deemed to be accepted when the Customer issues written acceptance of the Order at which point and on which date the Contract shall come into existence ("Commencement Date"). 2.3 The Contract constitutes the entire agreement between the Parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Charterer which is not set out in the Contract. 2.4 Any samples, drawings, descriptive matter or advertising issued by the Charterer, and any descriptions or illustrations contained in the Charterer's marketing materials, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force. 2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 3. TERM 3.1 The Contract shall commence on the Commencement Date and shall (except as expressly provided otherwise in these Conditions) continue until terminated or until the Services have been completed in accordance with these Conditions. 4. SERVICES 4.1 The Charterer shall provide the Services to the Customer in accordance with the terms of the Contract. 4.2 The Services include the procurement by the Charterer of the repatriation of the Patient via commercial airline or air ambulance as applicable, and as is further set out in Schedule 1 (Services). 4.3 The Services shall be supplied in accordance with the level of skill and care that could be reasonably expected of an experienced provider of similar MaritimeRepatriationsLimited. CompanyRegisteredinEnglandandWales.NoOC

6 repatriation services. The Charterer accepts responsibility for its MR Medical Staff. 4.4 For reasons outside the control of the Charterer, the repatriation may not be successfully completed. This shall not in any way reduce or affect the Customer's liabilities under the Contract for payment of the Charter Price. 5. MEDICAL REPORTS AND LIABILITY 5.1 On or before the Commencement Date the Customer shall provide a medical report in respect of the Patient to the Charterer. Such medical report shall be signed by the treating doctor who is suitably qualified and experienced ("SQEP") and has physically examined the Patient ("Medical Report"). The Charterer shall not be responsible for any act, omission or negligence of the treating doctor. 5.2 The Charterer shall ensure that a member of MR Medical Staff reviews the Medical Report and on the basis of such review (and any further discussions the Charterer/MR Medical Staff has directly with the treating doctor) the Charterer shall make a recommendation to the Customer as to the safest and most practical way of repatriating the Patient, acting in the Patient's best interests. The Customer acknowledges that the Charterer shall be entitled to rely on the content of the Medical Report (and any further discussions with the SQEP treating doctor) in order to make its recommendation in respect of the repatriation of the Patient. 5.3 The Customer acknowledges that the Charterer gives a recommendation only as to the safest mode of repatriation of the Patient. Provided the recommendation has been supplied in accordance with the standard set out in Clause 4.3 and based on opinions from MR Medical Staff that are SQEP (as defined in Clause 5.4) the Customer (and not the Charterer) shall be responsible for the risk in the ultimate decision about how the Patient should be repatriated. 5.4 The Charterer shall ensure that any MR Medical Staff are suitably qualified and experienced ("SQEP"). MR Medical Staff shall be deemed to be SQEP for the purposes of the Contract if they are registered with one of the following bodies (as applicable): In the case of nurses, the Royal College of Nursing (RCN) or the Nursing Midwifery Council (NMC); or In the case of doctors the General Medical Council (GMC), the Royal College of Physicians (RCP) or other internationally recognised body if trained overseas; or In the case of doctors registered outside of the United Kingdom, qualifications approved by the Charterer's insurance. MaritimeRepatriationsLimited. CompanyRegisteredinEnglandandWales.NoOC

7 5.5 If the Charterer's recommendation is that the Patient is 'fit to fly', within [2] Business Days receipt of the Charterer's recommendation the Customer shall notify the Charterer whether or not it wishes to proceed with the recommended means of repatriation. If the Customer notifies that it does wish to proceed then: If the recommended Carrier (as stated in the Order) is air ambulance then Schedule 2 shall apply and Schedule 3 shall not be part of this Contract; If the recommended Carrier ((as stated in the Order) is commercial airline then Schedule 3 shall apply and Schedule 2 shall not be part of this Contract. 5.6 On receipt of the Customer's confirmation under Clause 5.5 the Charterer shall inform the applicable Carrier and shall then arrange the repatriation of the Patient in accordance with Schedule 1 and Schedules 2 or 3 (as applicable). 6. PAYMENT OF THE CHARTER PRICE 6.1 The Customer shall pay the Charterer the Charter Price. The Charter Price shall be payable British pounds sterling. 6.2 The Charter Price does not include any VAT. If the Charterer is required to charge VAT, the Customer shall pay the VAT in addition to the Charter Price at the rate prevailing on the date of the invoice. 6.3 The Charterer shall invoice the Customer the Charter Price on the Commencement Date and within the written number of Business Days of any adjustment made under Clause The Customer shall pay the Charter Price within written number of Business Days of receipt of a valid invoice. 6.5 Should the Customer fail to make any payment in full on the due date for payment, interest on the outstanding amount shall accrue on a daily basis from the due date until the date of payment (whether before or after judgment) at the rate of 5% above the base rate of the Bank of England from time to time and shall be compounded quarterly. 6.6 The parties agree that Clause 6.5 is a substantial remedy and is fair for the purposes of Section 8 of the Late Payment of Commercial Debts (Interest) Act AMENDMENTS TO THE CHARTER PRICE 7.1 The Charterer shall state in the Order the assumptions upon which the Charter Price has been based. If such stated assumptions prove at any time to be incorrect then the Charterer shall be entitled to increase the Charter Price MaritimeRepatriationsLimited. CompanyRegisteredinEnglandandWales.NoOC

8 on notice to the Customer in order to take account of the Additional Costs it will incur as a result of such change in assumptions. 7.2 The Charterer shall notify the Customer as soon as reasonably practicable of any Additional Costs and shall keep the Customer fully informed of any decisions made that may result in the incurrence of Additional Costs. 7.3 The Charterer shall then invoice the Customer for Additional Costs under Clause 6, and shall attach reasonable supporting evidence of the costs incurred to the invoice. 8. INSURANCE 8.1 The Charterer shall take out and maintain in full force and effect medical malpractice insurance with a limit of indemnity of for any one claim and in all. 8.2 It is understood by the Customer that the Charterer is insured in respect of claims made in the United Kingdom and that the Charterer does carry worldwide jurisdiction insurance cover. 9. LIMITATIONS OF LIABILITY 9.1 The liability of the Charterer to the Customer under or in connection with the Contract, whether arising from contract, tort (including negligence) or otherwise, shall be limited to the Charter Price. 9.2 The Charterer shall not be liable for any indirect or consequential loss. 9.3 To the maximum extent permitted by law, the Charterer excludes any liability, guarantee, warranty, condition or innominate term imposed or implied by law (including Sale of Goods Act 1979, Supply of Goods and Services Act 1982 and the Unfair Contract Terms Act 1977). 9.4 The exclusions and limitation of liability set out in Clause 8 (Limitations of liability) do not apply to: (a) (b) (c) liability arising from death or injury to persons caused by negligence; liability arising as a result of fraud; anything else which cannot be excluded or limited at law, to which no limit applies. 10. FORCE MAJEURE 10.1 "Force Majeure Event" means an event beyond the reasonable control of a party (the "Affected Party"). Force Majeure Event includes acts of God, MaritimeRepatriationsLimited. CompanyRegisteredinEnglandandWales.NoOC

9 expropriation or confiscation of facilities, any form of Government intervention, war, hostilities, rebellion, terrorist activity, local or national emergency, sabotage or riots, and floods, fires, strikes, weather, explosions or natural catastrophes Neither Party shall be responsible for failure to carry out any of its duties under the Contract to the extent to which the failure is directly caused by a Force Majeure Event, provided that the Affected Party : (a) (b) (c) has taken all reasonable steps to prevent and avoid the Force Majeure Event; carries out its duties to the level reasonably achievable in the circumstances of the Force Majeure Event; and takes reasonable steps to overcome and mitigate the effects of the Force Majeure Event as soon as reasonably practicable, including actively managing any problems caused or contributed to by third parties and liaising with them The Charter Price payable under the Contract shall not be reduced or waived to reflect the extent and standard to which the affected Services are being provided during that period, but shall remain payable in full If the Force Majeure Event prevents the Affected Party from materially complying with its obligations under these Conditions and it continues for more than 30 days, the Unaffected Party may terminate the Contract with immediate effect by giving written notice. The Unaffected Party shall compensate the Affected Party for all costs and losses (including unavoidable breakage costs) incurred as a result of such termination. 11. TRANSFER 11.1 Neither Party shall assign, transfer, charge, create a trust over or otherwise deal in its rights and/or obligations under these Conditions (or purport to do so), without the prior written consent from the other (which shall not be unreasonably withheld or delayed). 12. THIRD PARTIES 12.1 The parties do not intend any third party to have the right to enforce any provision of these Conditions under the Contracts (Rights of Third Parties) Act NOTICES 13.1 Any notice or other communication given to a Party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) MaritimeRepatriationsLimited. CompanyRegisteredinEnglandandWales.NoOC

10 or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by by fax or , one Business Day after transmission The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 14. SURVIVAL OF CLAUSES 14.1 Termination or expiry of these Conditions (howsoever occurring) shall not affect either of the parties' accrued rights or liabilities or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination or expiry, including Clause 9 (Limitations of liability), Clause 12 (Third Parties), Clause 13 (Notices), Clause 14 (Survival of clauses) and Clause 15 (Governing law and jurisdiction). 15. GOVERNING LAW AND JURISDICTION 15.1 The Contract and any non-contractual obligations arising in connection with it shall be governed by English law The English courts shall have exclusive jurisdiction to determine any dispute arising in connection with the Contract, including disputes relating to any non-contractual obligations. MaritimeRepatriationsLimited. CompanyRegisteredinEnglandandWales.NoOC

11 Schedule 1 Services The Services comprise the following (as applicable): Air Ambulance Flight On receipt of the Patient's Medical Report from the Customer, the Charterer shall pass it onto the MR Medical Staff. An assessment shall be made by the MR Medical Staff and the Charterer on Patient s condition. In the event that additional medical information is required, contact is then made by the Charterer/MR Medical Staff with treating doctors either directly or through local agents. Based on diagnosis, symptoms, location and potentially unsuitable flight options and urgency, the Charterer may recommend Air Ambulance to the Customer as the best means of transporting the Patient. If the Customer approves Air Ambulance then the Patient's details are passed on to the pre-approved air ambulance Carrier that has been contracted by the Charterer to undertake case. These details are passed on to the air ambulance Carrier's Duty Medical Officer for a clinical assessment and if deemed acceptable for an-air ambulance repatriation the Carrier will accept to undertake the case and will enter into a Carrier Contract with the Charterer. The Charterer shall then arrange for the Patient to be discharged into the care and responsibility of the Carrier. The Charterer may carry out other necessary administrative services relating to the repatriation. These may include advice on whether the Patient requires a visa to be repatriated. If the Charterer advises that a visa is required, then the Customer is responsible for procuring such visa. The Charterer is responsible for procuring any visas for its own MR Medical Staff. Commercial Airline On receipt of the Patient's Medical Report from the Customer, the Charterer shall pass it onto the MR Medical Staff. An assessment shall be made by the MR Medical Staff and the Charterer on the Patient s condition. In the event that additional medical information is required, contact is then made by the Charterer with treating doctors either directly or through local agents. Based on diagnosis, symptoms, location, suitable flight routes and urgency the Charterer may recommend that a Commercial Airline repatriation is the best means of transporting the patient. Based on air-line guidelines and the Patient's condition the Charterer shall, if necessary, apply for medical clearance to the commercial airline Carrier with who it plans to fly, completing medical clearance forms and providing medical reports as necessary. This information is passed on to the commercial airline Carrier's medical department who will provide final medical clearance to fly if they believe the patient is fit to fly under the care of pre-approved medical professionals best qualified to undertake that specific repatriation. MaritimeRepatriationsLimited. CompanyRegisteredinEnglandandWales.NoOC

12 The Charterer then provides the MR Medical Staff out to undertake repatriation. In the first instance the MR Medical Staff undertake a medical assessment of the patient to ensure their condition does not differ significantly from the details provided in the Medical Report. If previous reports are accurate the MR Medical Staff confirm they are happy to proceed. The Charterer shall then arrange for the Patient to be collected and transported to the Carrier. The Charterer may carry out other necessary administrative services relating to the repatriation. These may include advice on whether the Patient requires a visa to be repatriated. If the Charterer advises that a visa is required, then the Customer is responsible for procuring such visa. The Charterer is responsible for procuring any visas for its own MR Medical Staff. MaritimeRepatriationsLimited. CompanyRegisteredinEnglandandWales.NoOC

13 Schedule 2 Air Ambulance Terms and Conditions 1. This Schedule 2 only applies to the Contract to the extent stated in the Order. 2. Definitions: "Air Ambulance" means any pre-approved air ambulance that is chartered by the Charterer under the Carrier Contract; "AA Medical Team" comprises the medically qualified personnel provided by the Carrier and who are on-board the Air Ambulance during the flight. "Carrier Contract" means the contract entered into between the Charterer and the Carrier relating to the charter of the Air Ambulance for the repatriation of the Patient; "Duty Medical Officer" means the Carrier's Medical Director or any member of the Carrier's medical personnel to whom he has delegated his obligations or discretions or who acts under the Medical Director's authority (whether express or implied). "Hospital Transfer" means where the AA Medical Team go to a hospital to collect the Patient and/or accompany the Patient to a destination hospital. "Tarmac Transfer" means where the Patient meets the Carrier at the pickup airport and/or is delivered into the ongoing care of the road ambulance team at the arrival airport. 2.1 The Charterer shall not be responsible for any act, omission or negligence of the Duty Medical Officer or the AA Medical Team. From the point the Patient is discharged into the care of the AA Medical Team, medical responsibility for the Patient shall be with the AA Medical Team (or when handover to the receiving hospital occurs, risk and responsibility is with the receiving hospital). 2.2 The Carrier has full authority on the minimum number of personnel and speciality disciplines that are included as part of the AA Medical Team. 2.3 The Carrier can at its sole discretion have the right to refuse a Patient to board the Air Ambulance. 3. Additional Costs include those incurred by the Charterer as a result of: (a) (b) any additional payments becoming due from the Charterer under the Carrier Contract (in addition to the quoted payment); the Patient being refused to board the Air Ambulance; MaritimeRepatriationsLimited. CompanyRegisteredinEnglandandWales.NoOC

14 (c) (d) (e) (f) (g) (h) (i) (j) the Patient being refused a planned Tarmac Transfer and/or if a Hospital Transfer is deemed necessary; the Patient's condition deteriorating after Air Ambulance has been prepositioned meaning the repatriation has to be postponed or cancelled; a change in the Patient's medical condition from that set out in the Patient's medical notes provided in the Medical Report (with such costs including costs associated with unplanned sea level cabin pressure, additional stops for the purpose of refuelling, replenishing oxygen levels or exchanging crew members (including the AA Medical Team) ; an unscheduled landing of the Air Ambulance and admission into a local hospital as deemed appropriate by the AA Medical Team; the ground ambulance arranged by the Charterer being deemed unsuitable by the Carrier (including any additional costs incurred in order to re-organise a replacement ground ambulance that does meet the Carrier's requirements); the Carrier being prevented or delayed from carrying out a Hospital Transfer; the delay or cancellation of the flight for reasons that are outside the reasonable control of the Carrier; additional disbursements such as hotel costs that result from unplanned overnight stays; (k) additional case management time incurred by the Charterer (chargeable at an hourly rate of 100) MaritimeRepatriationsLimited. CompanyRegisteredinEnglandandWales.NoOC

15 Schedule 3 Commercial Airline Terms and Conditions 1. This Schedule 2 only applies to the Contract to the extent stated in the Order. 2. Definitions: "Commercial Airline" means the commercial airline carrier with which the Charterer has purchased an airline ticket for the repatriation of the Patient; "Airline Ticket" means the ticket for the commercial flight as purchased by the Charterer for the Patient. 3. The Patient only becomes the responsibility of the Charterer either once discharged from the hospital or when formally handed over to the MR Medical Staff at the airport by the assisting ground ambulance medical team. The MR Medical Staff maintain medical responsibility for that Patient during the flight and until a formal patient handover takes place either to agents/representatives acting on behalf of Customer, family members, approved medical team at final airport or admitted into care of receiving doctors at prearranged hospital at end destination. 4. Additional Costs include those incurred by the Charterer as a result of: (a) (b) (c) (d) (e) The cancellation of the Airline Ticket, noting that once a ticket is issued for a stretcher, the cost of such ticket is non-refundable; any additional payments becoming due under the Airline Ticket to the Commercial Airline, the Patient being refused to board the Commercial Airline; the delay or cancellation of the flight [for reasons that are outside the reasonable control of the Carrier]; additional disbursements such as hotel costs; (f) additional case management time incurred by the Charterer (chargeable at an hourly rate of [TBC]); (g) (h) a change in the Patient's condition meaning that the Commercial Airline has to be diverted and the Patient disembarked into the care of a third party medical provider; and additional disbursements such as hotel costs that result from unplanned overnight stays. MaritimeRepatriationsLimited. CompanyRegisteredinEnglandandWales.NoOC

16 MaritimeRepatriationsLimited. CompanyRegisteredinEnglandandWales.NoOC