You Medicals Limited’s Terms and Conditions of Business

1. Agreement

1.1 These Terms and Conditions and any separately agreed Key Terms constitute the entire agreement between You Medicals Limited (“You Medicals”) and you, the instructing party (the “Instructing Party”) relating to the services to be undertaken by You Medicals (“the Services”). This Agreement supersedes and invalidates all other representations and warranties relating to this Agreement which may have been made orally or in writing prior to entering into this Agreement.

1.2 The instructing party’s instruction or the instructing Party’s acceptance of Services constitutes acceptance of these conditions.

2. Appointment

2.1 The Instructing Party will instruct You Medicals to provide the Services where the Instructing Party is acting for the claimant and as part of that process has a requirement for the Services.

3. Obligations of the Instructing Party

3.1 The Instructing Party Shall:

3.1.1 warrant the accuracy of data (including Personal Data); and

3.1.2 promptly notify You Medicals each time a claim has:-

3.1.2.1 settled out of Court, or

3.1.2.2 settled in court by virtue of judgment being handed down, or

3.1.2.3 the Instructing Party formally discontinues; or

3.1.2.4 otherwise determined, collectively a “Settled Claim”.

3.1.3 inform You Medicals promptly where the Instructing Party receives payment in respect of a Settled Claim.

4. Obligations of You Medicals

4.1 You Medicals shall:

4.1.1 provide the Services with reasonable skill and care;

4.1.2 act dutifully and in good faith,

4.1.3 use reasonable endeavors to provide the Services in a timely manner; and

4.1.4 ensure that the Services are performed by suitably qualified personnel in a manner conforming to generally accepted industry standards and practices.

5. Payment

5.1 Upon completion of each individual appointment, You Medicals shall raise an invoice/request for payment to the Instructing Party.

5.2 Payment in respect of Services must be made in accordance with the Key Terms.

5.3 VAT is payable on all invoices at the rate applicable at the date of invoice along with all other applicable taxes or levies.

5.4 Time is of the essence in respect of all Instructing Party payments under this Agreement. The Instructing Party will not be entitled to set off or claim any amount which it believes is owed to it by You Medicals against any payment which is owed to You Medicals.

5.5 If the Instructing Party does not pay You Medicals in accordance with the Key Terms, You Medicals reserves the right to charge interest at 1% over the base rate of Lloyds Bank.

6. Termination

6.1 Either party may terminate this Agreement upon one month’s prior written notice.

6.2 Either party may terminate this Agreement on giving written notice to the other if the other party is in material breach of the terms of this Agreement and has failed to rectify such breach (in the case of a breach capable of being remedied) within 14 days of receiving a written notice requiring it to do so. Failure by Instructing Party to make timely payment against properly submitted invoices shall constitute a material breach of the Agreement.

6.3 This Agreement may be terminated in the event that either party shall have a liquidator, administrator, or receiver appointed, or it passes a resolution for winding up other than for the purposes of a bona fide, solvent reorganisation or restructuring, or if it becomes subject to an administration order.

6.4 This Agreement will automatically terminate if You Medicals is no longer authorised by MedCo.

7. Force Majeure

7.1 Neither party shall be liable to the other party for any loss, delay or failure arising as a result of any matter outside of its reasonable control, including but not limited to act of God, government act or intervention, fire, flood or other natural disaster, act of war or industrial dispute.

8. Liability

8.1 Subject to clauses 8.2 and 8.3, the liability of each party to the other under or in connection with this Agreement, howsoever arising, shall (excluding any liability of the Instructing Party to pay You Medicals’s invoices/requests for payments) be limited to, in respect of any and all causes of action arising in a calendar year, an aggregate liability of 100% of the charges for Services paid or payable.

8.2 Neither party limits its liability for:

8.2.1 death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors; or

8.2.2 fraud by it or its employees; or

8.2.3 to the extent it is prohibited from doing so by law.

8.3 Neither party shall be liable to the other for any loss of profits, business, revenue, business opportunities, goodwill, reputation or anticipated savings and/or indirect or consequential loss or damage even if that loss or damage was reasonably foreseeable or that party was aware of the possibility of that loss or damage arising.

9. Intellectual Property Rights

9.1 All Intellectual Property Rights in the You Medicals Intellectual Property and reporting (“You Medicals IPR”) shall, as between the parties, remain vested in and be the property of You Medicals and the Instructing Party shall not acquire title to any Intellectual Property Rights in any You Medicals IPR, or any third party software which is used in the provision of the Services.

9.2 You Medicals grants to the Instructing Party a non exclusive, non-transferrable licence to use the You Medicals IPR and any third party software during the life of this Agreement in so far as such use is necessary or incidental to the Instructing party receiving the full benefit of the Services. Such license shall terminate automatically without notice from You Medicals upon termination of this Agreement.

10. Confidentiality

10.1 Each Party ('Receiving Party') shall keep the Confidential Information of the other Party ('Supplying Party') confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the Confidential Information of the Supplying Party for the Purpose and for performing the Receiving Party's obligations under the Agreement. The Receiving Party shall inform its officers, employees and agents of the Receiving Party's obligations under the provisions of this Clause 5, and ensure that the Receiving Party's officers, employees and agents meet the obligations.

10.2 The obligations of Clause 5.1 shall not apply to any information which:

10.2.1 was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Providing Party;

10.2.2 is, or becomes, publicly available through no fault of the Receiving Party;

10.2.3 is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;

10.2.4 was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the Confidential Information supplied by the Supplying Party; or

10.2.5 is required to be disclosed by order of a court of competent jurisdiction.

11. Assignment and Subcontracting

11.1 Neither party shall assign or novate this agreement or any part thereof without the prior consent in writing of the other party (such consent not to be unreasonably withheld or delayed), provided that You Medicals shall not require consent for any solvent assignment within the Capita Group of companies.

11.2 You Medicals may sub-contract the provision of the Services and delegate the collection of payments owed to it to third parties. For the avoidance of doubt, You Medicals shall remain primarily liable for the performance of those of its obligations that it subcontracts.

12. Data Protection

12.1 Both parties confirm that they will fulfil the obligations assigned to them under the Data Protection Act 1998 (the “DP Act”) when processing personal data belonging to the Instructing Party. Under the terms of the DP Act the Instructing Party shall fulfil its obligations as Data Controller and You Medicals shall fulfill its obligations as Data Processor.

12.2 You Medicals shall use reasonable endeavours to ensure that any sub-contractor used by You Medicals in the delivery of the services shall adhere to the principles of the DP Act.

13. General

13.1 Severability: If any provision of this Agreement is found to be illegal or unenforceable for any reason, this shall not affect the validity or enforceability of the remaining provisions.

13.2 Third Party Rights: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

13.3 Waiver: No failure or delay by the Supplier in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

13.4 Survive: Clause 5 (Payment), 10 (Confidentiality), 11 (Assignment and Subcontracting), 13 (General) shall survive the expiration or termination of this Agreement.

13.5 Relationship of the parties: The parties are independent contractors and nothing contained in the Agreement shall be construed to imply that there is any relationship between the parties of partnership or of principal/agent nor are the parties hereby engaging in a joint venture.

13.6 Governing Law: The Agreement is governed by and construed in accordance with English Law and both parties submit to the exclusive jurisdiction of the English courts.

_{These Terms of Business are valid as of the 14th April 2015}