TERMS OF ENGAGEMENT FOR BROOKSON SOLUTIONS LIMITED

AGREEMENT FOR THE PROVISION OF MEDICAL SERVICES

1. DEFINITIONS

1.1 – In this Agreement unless the context otherwise requires:

Agreement means the agreement between the NHS Entity and the Company for the provision of the Medical Services incorporating these Terms and the details of Assignment provided by the Online Portal used by the NHS Entity;

Assignment means the period of engagement of the Company to provide the Medical Services;

Authorised Representative means any employee, officer or representative of the NHS Entity authorised to sign a Doctor’s or Medical Professional’s timesheet;

Business Day means any day on which banks are generally open for business in the City of London (other than Saturdays, Sundays or public holidays) and the expression Business Days shall be construed accordingly;

Company means Brookson Solutions Limited (whose registered office is at Brunel House, 340 Firecrest Court, Centre Park, Warrington, Cheshire, WA1 1RG) or such other person, firm or company engaged by the NHS Entity to provide Medical Services in accordance with this Agreement;

Confidential Information means (without limitation) lists or details of patients, service users, service providers, customers, suppliers and/or information relating to the working of any process or invention carried on or used by the NHS Entity, information relating to research, projects, secret formulae, processes, inventions, designs, know-how, discoveries, technical specifications and other technical information, accounts or financial dealings of the NHS Entity and/or price sensitive information;

Data shall mean Personal Data and/or Sensitive Data as defined in the Data Protection Legislation

Data Controller shall be as defined in the Data Protection Legislation

Data Processor and Data Processing shall be as defined in the Data Protection Legislation

Data Protection Legislation means (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), the Law Enforcement Directive (Directive (EU) 2016/680) and any applicable national implementing laws as amended from time to time (ii) the Data Protection Act 2018 subject to Royal Assent to the extent that it relates to processing of personal Data and privacy; (iii) all applicable law about the processing of Data and privacy;

Data Subject shall be as defined by the Data Protection Legislation;

Data Subject Access Request shall be as defined by the Data Protection Legislation;

Doctor or Medical Professional means the suitably qualified individual(s) deployed by the Company to provide the Medical Services to the NHS Entity, who is an employee of the Company;

Fee means the gross fee which shall be payable by the NHS Entity to the Company in respect of the Medical Services performed by the Doctor(s) or Medical Professional(s);

Medical Services means the services to be provided by the Company to the NHS Entity as set out in the details of Assignment provided by the Online Portal used by the NHS Entity which consist entirely of Medical Services provided by registered medical professionals with the primary purpose of protecting, maintaining or restoring the health of the NHS Entity’s patients, service users or customers (howsoever defined);

NHS Entity means the NHS Trust, NHS Board, NHS Health Board or NHS hospital referred to in the details of Assignment provided by the Online Portal used by the NHS Entity;

Online Portal means the technology based booking/engagement system used by the NHS Entity to procure the provision of Medical Services including (but not limited to) the +Us Contingent Workforce System (CWS) or such other technology provided by a third party from time to time;

Sensitive Data shall be as defined in the Data Protection Legislation.

1.2 – Unless the Agreement requires otherwise references to the singular include the plural and references to the masculine include the feminine and vice versa.

1.3 – The headings contained in this Agreement are for convenience only and do not affect their interpretation.

1.4 – Any reference in this Agreement to any statute or statutory provision shal