1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

  • Appraisal: as detailed in Schedule 2.
  • Appraisal Booking Form: means the form completed by You to place an Order for an Appraisal.
  • Appraisal Meeting: means the meeting conducted in person or online between the Appraisee and the Appraiser at which the Appraiser will review the Supporting Information and discussion will take place in accordance with the relevant current GMC requirements for appraisal.
  • Appraisal Meeting Date: means the date booked for the Appraisal Meeting as agreed between the Appraisee and the Appraiser.
  • Appraisee: means the person who is the subject of the Appraisal for each Order.
  • Appraiser: an appraiser who is engaged by Miad to undertake Appraisals.
  • Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  • Charges: means the Principal Charge, the Room Booking Charge and/or the Rescheduling Charge together or individually as the context denotes and payable by You in accordance with clause 5.
  • Commencement Date: has the meaning given in clause 2.4.
  • Conditions: these terms and conditions as amended from time to time in accordance with clause 12.5.
  • Confirmation Email: means the email sent by Miad to You accepting Your offer to purchase an Appraisal.
  • Contract: the contract between Miad and You for the supply of an Appraisal in accordance with these Conditions.
  • Customer Default: has the meaning set out in clause 4.2.
  • Designated Body: an organisation authorised to be a designated body by the GMC.
  • E-learning Module(s): means the e-learning module covering the background and purpose of appraisal and revalidation, how it is structured, the roles and responsibilities of those involved and the process itself. This module incorporates the medical appraisal guidelines and relevant best practice.
  • Facilitator 121: means a one to one meeting between the Appraisee and the Appraiser which Miad may offer and arrange for the Appraisee at its sole discretion to provide further support on the appraisal process.
  • GMC: the General Medical Council being the independent regulator of doctors in the United Kingdom (or any successor thereof).
  • Healthcare Provider: the healthcare provider that engages the Appraisee as a medical professional and which has a relationship with Miad for Miad to offer Appraisals to its medical professionals
  • Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  • L2P: means the digital platform appraisal system owned and maintained by L2P Enterprise Ltd.
  • Order: Your order for an Appraisal as set out in Your Appraisal Booking Form. When You place an Order, You are offering to purchase the Appraisal on these Conditions.
  • Principal Charge: means the charge that is payable upfront by You for the Appraisal.
  • Rescheduling Charge: means the additional charge that Miad requires in the event of the postponement of an Appraisal, the full sum of which will be identical to the Principal Charge originally paid. The applicable Rescheduling Charge will therefore be 50% to 100% of the Principal Charge as per clause 11.4 plus any Room Booking Charge where clause 3.4 applies.
  • RMS: means the relevant Revalidation Management System used for Your Appraisal such as L2P.
  • Specification: the requirements of an Appraisal as set out by the GMC.
  • Miad: The Learning Eye Limited T/A Miad Healthcare registered in England and Wales with company number 04899259.
  • Miad Materials: all materials, equipment, documents, information, forms, processes, maps, knowledge and other property of Miad including the E-learning Modules.
  • Quote Validity Period: the period set out in clause 2.9.
  • Room Booking Charge: means the charge that Miad has incurred for booking a room where a face-to face Appraisal has been requested by the Appraisee and which Miad is entitled to be repaid by the Appraisee or the Healthcare Provider.
  • Supporting Information : means, without limitation, the evidence, documentation, questionnaires, testimonies and any other information required by the GMC from time to time that is compiled by or on behalf of the Appraisee as part of an Appraisal.
  • Website: means https://miadhealthcare.com/ and/or any website operated by Miad;
  • You/Your: the person or firm who purchases an Appraisal from Miad and/or the Appraisee (where different from the person who has purchased the Appraisal) as appropriate in the context of each clause.

    1.2 Interpretation

    1. A reference to legislation or a legislative provision:
      1. is a reference to it as amended, extended or re-enacted from time to time; and
      2. shall include all subordinate legislation made from time to time under that legislation or legislative provision.
    2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    3. A reference to writing or written includes email.
  1. Basis of contract
    • 2.1 You will be required to complete an Appraisal Booking Form to place an Order for an Appraisal. When You place an Order for an Appraisal by the completion of an Appraisal Booking Form, this Order constitutes an offer by You to purchase an Appraisal in accordance with these Conditions. Please read these Conditions carefully prior to placing an Order and keep a copy of these Conditions for Your records. If it is in a position to provide Services to You, Miad shall invoice You on receipt of Your completed Appraisal Booking Form. The invoice will be payable in accordance with clause 5.
    • 2.2 Following receipt by Miad of Your Order for an Appraisal and payment of the Charges, Miad will send You a Confirmation Email.
    • 2.3 Miad will not accept any Order before the Charges are paid.
    • 2.4 The Order shall only be deemed to be accepted when Miad issues a Confirmation Email to You at which point and on which date the Contract shall come into existence (Commencement Date).
    • 2.5 Any descriptive matter or advertising issued by Miad, and any descriptions or illustrations contained in Miad’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of Miad’s appraisal services. They shall not form part of the Contract or have any contractual force.
    • 2.6 Miad reserves the right to withdraw the availability of Appraisals to purchase at any time.
    • 2.7 Where You place an Order for multiple Appraisals, each Appraisal will be treated as a separate offer to purchase and therefore a separate contract under these Conditions where and as each is accepted by Miad (if at all).
    • 2.8 These Conditions apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
  2. Supply of Services
    • 3.1 Miad shall supply the Appraisal to You in accordance with the Specification in all material respects.
    • 3.2 Miad shall use all reasonable endeavours to meet any performance dates specified in writing sent by Miad, but any such dates shall be estimates only and time shall not be of the essence for performance of the Appraisal.
    • 3.3 Miad warrants to You that the Appraisal will be provided using reasonable care and skill.
    • 3.4 Where You have requested a face to face Appraisal Meeting Miad reserves the right to re-charge to You the Room Booking Charge which shall be paid by You in accordance with the invoice Miad issues to You for the same and prior to the Appraisal Meeting Date.
    • 3.5 The additional specific terms and obligations that will apply to You for any part of an Appraisal which is held or takes place online are set out in Schedule 3 Part 1 and Part 2.
    • 3.6 The additional specific terms and obligations that will apply to You for any part of an Appraisal which is held in-person are set out in Schedule 3 Part 1 and Part 3.
    • 3.7 Miad will provide such suitably qualified Appraisers to conduct the Appraisals as it, in its sole discretion sees fit and may substitute such Appraiser at any time.
    • 3.8 Miad does not represent or guarantee that any Miad Materials made available to You will be error free.
    • 3.9 Should You have any issues or concerns please send them to the Miad email address quoted on the Appraisal Booking Form. Miad endeavours to resolve any disputes as soon as practicable.
    • 3.10 Miad may give You access to the E-learning Module(s) if Miad considers it appropriate to do so (acting in its sole discretion). Access to the E-Learning Modules as part of the Appraisal will only be available for 3 months.
    • 3.11 Miad may arrange a Facilitator 121 for You if Miad considers it appropriate to do so (acting in its sole discretion).
    • THE FOLLOWING CLAUSES 3.12 TO 3.17 SHALL APPLY ONLY WHERE RMS
      ACCESS IS BEING PROVIDED THROUGH MIAD AND NOT THE RELEVANT
      HEALTHCARE PROVIDER:
    • 3.12 The Appraiser will use the RMS in undertaking the Appraisal. Miad will provide You and the Healthcare Provider (where relevant) with access to the RMS (or such successor as Miad may choose) to the extent needed for the Appraisal for the duration of the Appraisal.
    • 3.13 You acknowledge that access pursuant to clause 3.12 is provided under a licence from the relevant provider of the RMS and/or their licensors and is made available to You and/or the Healthcare Provider (where relevant) by Miad. You warrant that You shall only use the RMS within the terms of such licence.
    • 3.14 Without prejudice to clause 3.13 You warrant that You shall not copy, translate, merge, adapt, vary, alter or modify, disassemble, de-compile, reverse engineer or create derivative works based on, the whole or any part of the RMS.
    • 3.15 Miad accepts no responsibility or liability to You or the Healthcare Provider (where relevant) for the RMS, its availability, its performance, its content, its accuracy, the security of the RMS or for any other aspect of the RMS and/or its operation or maintenance.
    • 3.16 You acknowledge and agree that any data concerning You including personal data which is provided to or on the RMS or to Miad for the purposes of using the RMS may be used or otherwise processed in accordance with any third party privacy policies which apply to the RMS.
    • 3.17 Miad gives no warranty, guarantee or representation and provides no endorsement in relation to the RMS and Miad is not liable for any loss of data and/or damage to Your property and/or technology as a result of Your use of the RMS.
    • THE FOLLOWING CLAUSES 3.18 TO 3.20 SHALL APPLY ONLY WHERE RMS
      ACCESS IS ALREADY IN PLACE THROUGH THE RELEVANT HEALTHCARE
      PROVIDER:
    • 3.18 The Appraiser will use the RMS in undertaking Your Appraisal. The parties acknowledge and agree that the Healthcare Provider has its own licence with the relevant RMS provider which shall be used for this purpose.
    • 3.19 You warrant that You will use the RMS in compliance with the terms of its licence.
    • 3.20 Miad shall not be responsible for any delays in performance or non-performance of the Services which are due to issues with the RMS and/or the Healthcare Provider’s licence and/or relationship with the relevant RMS provider.
  1. Customer’s obligations
    • 4.1 You shall:
      • ensure that the terms of the Order are complete and accurate;
      • co-operate with Miad in all matters relating to the Appraisal;
      • provide Miad with such information and materials as Miad may reasonably require in order to undertake the Appraisal including the Supporting Information, and ensure that such information is complete and accurate in all material respects;
      • populate each field in the RMS and upload the required information, adding Your reflection notes too. In doing so You must ensure no patient, colleague, trial names or confidential identifiable information is shared.
      • complete, upload and submit Your Supporting Information and online portfolio at least two weeks before the Appraisal Meeting Date, failure to do so may result in postponement and Rescheduling Charges as per clause 11.4
      • supply or obtain and maintain all necessary permissions and consents which may be required for the Appraisal and/or the Supporting Information before the date on which the Appraisal is to start;
      • where applicable, keep all Miad Materials in safe custody at Your own risk, maintain Miad Materials in good condition until returned to Miad (where appropriate), and not dispose of or use Miad Materials other than in accordance with Miad’s written instructions or authorisation.
    • 4.2 If Miad’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Customer Default):
      • without limiting or affecting any other right or remedy available to it, Miad shall have the right to suspend performance of the Appraisal until You remedy the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Miad’s performance of any of its obligations;
      • Miad shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Miad’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
      • You shall reimburse Miad on written demand for any costs or losses sustained or incurred by Miad arising directly or indirectly from the Customer Default.
  1. Charges and payment
    • 5.1 You shall pay the Charges in accordance with this clause 5.
    • 5.2 The Principal Charge will be as quoted on a quote issued to You by Miad verbally or in writing.
    • 5.3 All Charges are quoted in pounds sterling.
    • 5.4 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
    • 5.5 Miad’s Charges are exclusive of VAT. Where VAT is payable You must pay Miad such additional amounts in respect of VAT, at the applicable rate, at the same time as You pay any Charges.
    • 5.6 Miad shall invoice You for the Principal Charge after it has received Your Appraisal Booking Form. Miad will not agree to deliver any services to You until it has received payment in full.
    • 5.7 Where applicable Miad will invoice You for any Room Booking Charge at the point that Miad has booked the room.
    • 5.8 Where applicable Miad will invoice You for any Rescheduling Charge due from You as soon as possible after any postponement pursuant to clause 11.
  • 5.9 You shall pay each invoice submitted by Miad:
    • in accordance with these terms and conditions
    • in full and in cleared funds to a bank account nominated in writing by Miad, and

time for payment shall be of the essence of the Contract.

  1. Intellectual property rights
    • 6.1 All Intellectual Property Rights in or arising out of or in connection with the Appraisal (other than Intellectual Property Rights in any materials provided by You) shall be owned by Miad.
    • 6.2 In consideration of the Charges, Miad grants to You, or shall procure the direct grant to You of, a non-exclusive and non-transferable licence to use any Miad Materials provided as part of any Appraisal that You undertake with Miad for internal business or personal purposes only.
    • 6.3 You shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
    • 6.4 Unless Miad have provided You with its express written consent otherwise, no Miad Materials or any part thereof may be reproduced, shared with any third party, published, broadcast, distributed or transmitted by You in any form or by any means.
    • 6.5 You shall not copy, translate, merge, adapt, vary, alter or modify, disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the Miad Materials.
    • 6.6 You grant Miad a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by You to Miad for the term of the Contract for the purpose of providing the Appraisal to You.
  1. Data protection

The parties shall comply with their data protection obligations as set out in Schedule 1.

  1. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    • 8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • 8.2 Nothing in this clause 8 shall limit Your payment obligations under the Contract.
    • 8.3 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation; and
      • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    • 8.4 Subject to clause 8.3 (Liabilities which cannot legally be limited), Miad’s total liability to You will be limited to 100% of the total Charges paid by You for an Appraisal under the relevant Order.
    • 8.5 Subject to clause 8.2 (No limitation of customer’s payment obligations) and clause 8.3 (Liabilities which cannot legally be limited), this clause 8.5 sets out the types of loss that are wholly excluded:
      • loss of profits.
      • loss of sales or business.
      • loss of agreements or contracts.
      • loss of anticipated savings.
      • loss of use or corruption of software, data or information.
      • loss of or damage to goodwill; and
      • indirect or consequential loss.
    • 8.6 Miad has given commitments as to compliance of the Appraisal with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    • 8.7 All representations, warranties and/or terms and/or commitments not expressly set out in these Conditions (whether implied by law, conduct, and statute or otherwise) are hereby excluded to the maximum extent permissible by law.
    • 8.8 Unless You notify Miad that You intend to make a claim in respect of an event within the notice period, Miad shall have no liability for that event. The notice period for an event shall start on the day on which You became, or ought reasonably to have become, aware of Your having grounds to make a claim in respect of the event and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    • 8.9 Disclaimers:
      • Miad does not accept liability to any party for the use of Miad Materials and/or the content of any Facilitator 121 or any Appraisal other than for Your personal and professional purposes in undertaking an Appraisal.
      • The undertaking of and any outcomes from an Appraisal does not constitute any kind of approval or decision that You meet the requirements of the General Medical Council to practise as a medical professional which is the role of a Responsible Officer. Miad is not a Designated Body nor is any of its personnel involved in its Appraisal service, a Responsible Officer.
      • Miad does not accept any liability to any party for any recommendation made by a Responsible Officer or for any decision by any Responsible Officer to not make a recommendation in consideration of the Appraisal .
      • It is and shall remain Your responsibility to ensure that the Appraisal meets Your particular and current professional requirements, Miad do not accept responsibility for this.
      • Miad does not accept any responsibility or liability for the content of any Supporting Information.
  2. Termination
    • 9.1 Termination of this Contract: without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      • the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 9.1(a);
      • the other party suspends or ceases, or threatens to suspend or cease, carrying on business; or
      • the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation.
    • 9.2 Any request for a cancellation of an Appraisal by You must be made in writing to Miad.
    • 9.3 Cancellation of Appraisal by Miad due to unforeseen circumstances affecting Miad:
      Miad reserves the right to cancel any Appraisal due to unforeseen circumstances although it shall endeavour to avoid doing so. Where it does so Miad will provide a full refund of any pre-paid Charges.
    • 9.4 Other Cancellation of Appraisal by Miad:
      Miad reserves the right to cancel any Appraisal where a revised Appraisal Meeting Date has not been agreed pursuant to 11.3 and in such case the Appraisee may be charged in accordance with clause 9.5.
    • 9.5 Depending on how far in advance of the Appraisal Meeting Date cancellation is put into effect the following will apply unless otherwise advised by Miad:
      • For an Appraisal cancelled at least 29 days prior to the Appraisal Meeting Date, Miad will refund the applicable Charge(s) for that Appraisal where You have paid in advance (save for any Room Booking Charge).
      • For any Appraisal cancelled between 15 and 28 days prior to the Appraisal Meeting Date, 50% of the full applicable Charge(s) shall be refunded to You where paid in advance (save for any Room Booking Charge).
      • For any Appraisal cancelled within 14 days of the Appraisal Meeting Date, no refund of any Charges shall be made to You.
    • 9.6 Miad reserves the right to waive its right to a refund under clause 9.5 without prejudice to its other rights and/or remedies under this Agreement or to future exercise of its rights under clause 9.5.
  1. Consequences of termination
    • 10.1 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    • 10.2 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
  1. Postponement of Appraisals
    • 11.1 Depending on how far in advance of the Appraisal Meeting Date cancellation is put into effect the following will apply unless otherwise advised by Miad:
      • where You have failed to complete and submit Your Supporting Information at least two weeks before the Appraisal Meeting Date;
      • where You have failed to engage in the Appraisal process in Miad’s opinion (acting reasonably);
      • where the Appraiser is unavoidably unavailable on the Appraisal Meeting Date.
    • 11.2 You may request a postponement of an Appraisal where You are unwell, have a family emergency or bereavement and Miad shall consider your request in good faith and may agree to a postponement at its sole discretion.
    • 11.3 Where Miad has postponed or agreed to postpone an Appraisal, the Appraisee and Appraiser shall endeavour to arrange a new Appraisal Meeting Date as soon as possible. If a revised date is not agreed Miad reserves the right to cancel the Appraisal.
    • 11.4 Depending on how far in advance of the Appraisal Meeting Date postponement is put into effect the following will apply unless otherwise advised by Miad:
      • For an Appraisal postponed at least 29 days prior to the Appraisal Meeting Date, Miad will not require You to pay a Rescheduling Charge for the Appraisal.
      • For any Appraisal postponed between 15 and 28 days prior to the Appraisal Meeting Date, 50% of the applicable Rescheduling Charge shall become payable by You in accordance with Miad’s invoice for the same and in advance of the revised Appraisal Meeting Date.
      • For any Appraisal postponed within 14 days of the Appraisal Meeting Date, a full Rescheduling Charge shall become payable by You in accordance with Miad’s invoice for the same and in advance of the revised Appraisal Meeting Date.
    • 11.5 Miad reserves the right to waive its right to apply a Rescheduling Charge under clause 11.4 without prejudice to its other rights and/or remedies under this Agreement or to future exercise of its rights under clause 11.4.
    • 11.6 Any confirmation by Miad of the revised Appraisal Meeting Date, agreed upon in clause 11.3, is contingent upon the timely payment of any applicable Rescheduling Charge.
  1. General
    • 12.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
    • 12.2 Assignment and other dealings.
      • Miad may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
      • You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of Your rights and obligations under the Contract without the prior written consent of Miad.
    • 12.3 Confidentiality.
      • Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.3(b).
      • Each party may disclose the other party’s confidential information:
        • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3; and
        • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
    • 12.4 Entire agreement.
      • The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      • Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    • 12.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • 12.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    • 12.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 12.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    • 12.8 Notices.
      • Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by prepaid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the addresses for each party specified in the Appraisal Booking Form.
      • Any notice or communication shall be deemed to have been received:
        • if delivered by hand, at the time the notice is left at the proper address;
        • 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; or
        • if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      • This clause 12.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    • 12.9 Third party rights.

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

  • 12.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
  • 12.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
  • Schedule 1 Data protection
  • 1. DEFINITIONS
  • 1.1 In this Agreement the following words shall have the following meanings:

“Account Data” means (i) any personal data or information which is provided to Miad by You to enable the administration of Your account, such as contact and billing information; and (ii) any personal data or information which is processed by Miad for the purpose of monitoring compliance with, and enforcing the terms of this Agreement;

“Applicable Data Protection Laws” means:

  1. a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
  2. b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Miad is subject, which relates to the protection of personal data;

“Customer Data” means the data (including “Personal Data” as defined in Applicable Data Protection Laws) inputted by You or Miad on Your behalf, for the purpose of providing the Appraisal;

“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679);

“UK GDPR” means as defined in the Data Protection Act 2018.

  1. For the purposes of this Schedule 1, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
  2. Both Parties will comply with all applicable requirements of Applicable Data Protection Laws. This Schedule 1 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
  3. The Parties have determined that, for the purposes of Applicable Data Protection Laws, Miad shall act as controller of the Account Data and Customer Data.
  4. Should the determination in paragraph 4 change, then each party shall work together in good faith to make any changes which are necessary to paragraph 4.
  5. Where applicable, You will ensure that You have all necessary appropriate consents and notices in place to enable lawful transfer of the Account Data and the Customer Data to Miad and/or lawful collection of the same by Miad for the duration and purposes of this Agreement.
  6. In relation to the Account Data and Customer Data, the current version of Miad’s Privacy Notice available at https://www.thettcgroup.com/privacy-policy/, sets out the scope, nature and purpose of processing by Miad, the duration of the processing, the types of personal data, categories of data subject, Your rights as well as Miad’s security measures and retention policy. The terms of Miad’s Privacy Notice are incorporated into this Contract.
  7. Without prejudice to paragraph 7 above You acknowledge and agree that:
    • in providing the Appraisal to You, Miad shall be required to provide status updates to the Healthcare Provider (if applicable) and You consent to the use of the Account Data and/or Customer Data for this purpose;
    • Your Customer Data shall be shared and uploaded on the RMS by Miad or You and that You consent to this and acknowledge and agree that such Customer Data shall be subject to any third party privacy policies which apply to that RMS.
  • Schedule 2 Appraisals
Description of what is included in an Appraisal

As part of the Appraisal Miad shall (or shall procure the same):

  • provide relevant e-Learning modules where appropriate (offered at Miad’s sole discretion);
  • provide a Facilitator 121 (offered at Miad’s sole discretion);
  • review the Supporting Information;
  • completion of the RMS online forms by the Appraiser as appropriate
  • 121 Appraisal Meeting online or in person as agreed with You.
  • Schedule 3 Online and In-person Appraisal Supplemental Terms and Conditions

  • Part 1

    • All Appraisees are required to:
      • ensure contact is made with their Apprasier to arrange a suitable Appraisal Meeting Date;
      • (where it is their first Appraisal with the Appraiser assigned to them) share photographic identification (Passport or Driving Licence) and request the same of the Appraiser;
      • complete any e-learning modules that Miad has given access to as soon as possible after receiving the Confirmation Email;
      • populate each field in the RMS and upload the required information, adding their reflection notes also. In doing so the Appraisee must ensure no patient, colleague, trial names or confidential identifiable information is shared;
      • complete and submit their Supporting Information at least two weeks before the Appraisal Meeting Date;
      • allow enough protective time for the Appraisal Meeting, (a minimum of 1 to 2 hours), ensuring the Appraisee is in a private quiet location for this where distractions are kept to a minimum.

  • Part 2 Online elements of an Appraisal

    You must satisfy Yourself that the technology to be used by the Appraisee meets any requirements necessary to be able to:

    • undertake an online meeting with the Appraiser;
    • use the RMS platform (where necessary);

    Appraisees are expected to commit to being present for the whole session with video and microphone capability.

    As part of Miad’s commitment to creating an inclusive environment where individuals are valued and respected, please inform us of any long-term disability, mental health, or neurodiversity condition You may have. We will review and endeavour to accommodate Your requirements where possible.

    Miad is not responsible for any charges charged by Your internet services provider which You may incur in joining any online meeting or using and platform/digital service provided by Miad.

    The E-learning module(s), where access is made available to You, is provided free of charge at Miad’s discretion and is intended as a helpful guide to the appraisal process for doctors in the UK. We will use our reasonable care and skill in the creation and delivery of the e-Learning module(s). Miad accepts no liability for any access issues experienced, any incompatibility with the technology You use nor for the content or delivery of the e-Learning beyond that set out in this Schedule 3 Part 1.

    Any e-Learning made available to You as part of the Appraisal can be accessed for the period of 3 months from the date You first access it.

    You should ensure that You have downloaded the Zoom/Microsoft Teams app in advance of attending any online meeting, and it is recommended that You start a test meeting with a colleague/family member to ensure the devices to be used are working and that You are familiar with the controls.

    Where You report a fault to Miad, Miad will use its reasonable endeavours to assist You in trying to resolve the issue however Miad does not guarantee that any assistance it gives will resolve any faults or issues reported by You.

    Miad will use reasonable endeavours to ensure that its Website remains available for use however Miad does not guarantee uninterrupted, defect free or error free availability.

    Miad is not responsible for any issues You may experience with any third party meeting provider such as Zoom or Microsoft Teams.

    You acknowledge and agree that availability may be affected by Miad needing to suspend access for planned or unplanned maintenance and/or upgrades.

    Miad does not accept any liability for any delay, disruption or disturbance in the operation of the internet (including, without limitation, any caused by viruses, vulnerabilities and/or malware) nor do Miad accept responsibility for access problems due to telecommunications failures beyond the control of Miad. You will need to ensure that any software including, without limitation, firewalls and browsers that You have in operation do not affect the running of the online meeting and/or elearning.

  • Part 3 In-person elements of an Appraisal

    Appraisees are required to comply with any requirements notified to them by Miad or the venue.

    Miad do not accept any responsibility for any personal items left or lost by the Appraisee or which are stolen during any Appraisal Meeting.

    Any Facilitator 121, where made available to You, is provided free of charge at Miad’s discretion and is solely intended as in-person additional support and guidance to assist an Appraisee’s understanding of the appraisal process for doctors in the UK. We will use our reasonable care and skill in the delivery of any Facilitator 121. Miad accepts no liability for any practical, organisational or logistical issues that may arise in arranging a Facilitator 121 nor for the content or delivery of the Facilitator 121 beyond that set out in this Schedule 3 Part 3.