Terms of Business

1. DEFINITIONS AND INTERPRETATION
   
   “Business Day” means a day other than a Saturday or Sunday or public holiday in England;
   
   “Claim” means potential or issued legal proceedings against a third party for loss and personal injury;
   
   “Determination” means, in respect of each Claim, the earliest of the date:

   a) Of an agreement in writing to settle the Claim between the Instructing Party and the defendant in the Claim;

   b) Of determination by a court of competent jurisdiction;

   c) On which the Instructing Party recovers all or any of its costs;

   d) On which the Instructing Party contact Medrex, in writing or otherwise, informing Medrex that the Claim has no reasonable prospect of success;

   e) On which the Instructing Party closes its file in connection with such Claim; and

   f) On which the Instructing Party receives payment from the insurer.

   
   “Instructing Party” means the person, firm or company providing Medrex with the Instruction;
   
   “Instruction” means either an oral or written request made by the Instructing Party to Medrex to provide Services (or any part thereof) in respect of a Claim;
   
   “Medrex” means Medrex Limited, whose registered office is Coates House, Gretton Road, Wincham, Cheltenham GL54 5EE. Medical Records UK is a Trading Name of MedRex. The term “MedRex” shall also include any other company associated with or related to Medrex through whom Medrex, in their absolute discretion elect, elect to perform the Services (or any part thereof);
   
   "Price List" means the current Medrex charges as amended from time to time for the Services to be supplied
   
   “The Services” means;

   1) Sorting and collation of medical record bundles that are comprehensible and easy for the Instructing Party, its experts and Counsel to use;

   2) Providing detailed chronology with page references of, the medical history of the claimant, the events surrounding the alleged negligence or accident, the factual details regarding the claimant’s current state of health;

   3) Any other Service agreed in writing by a Director of Medrex and a Director of the Instructing Party.

   “VAT” means value added tax at the rate in force as at the date of payment of any Medrex invoice.
2. THE CONTRACT
   1. The Instructing Party agrees that, by instructing Medrex and upon Medrex’s acceptance of that Instruction the parties will be bound by the terms and conditions in this agreement;
   2. The Contract shall come into existence upon Medrex taking any step in performance of the Services, following receipt of an Instruction from the Instructing Party.
3. PAYMENT
   1. The price for the Services shall be as set out in the Medrex Price List and is subject to any applicable charges and only where stated in the Contract is inclusive of VAT.
   2. Payment of amounts due for our services shall be payable within 30 days from invoice date. Invoice maybe deferred for a maximum of 24 months or on settlement of the claim whichever is the earliest.
   3. Any amount due that is not paid by the Instructing Party on the due shall bear interest at the rate of 2% per month from the date it falls due until the date it is paid.
   4. We reserve the right to take legal action and enforcement on unpaid debts as and when they become due.
4. TERMINATION
   1. Termination by the Instructing Party can be effected only with the written consent of Medrex
   2. Medrex shall be at liberty to terminate the Contract forthwith on giving notice in writing for any of the following reasons;
      1. Non-payment by the Customer of any one of more invoices submitted by Medrex
      2. The Instructing Party is subject to a petition for bankruptcy or insolvency proceedings or a receiver is appointed over any of the Instruction Party’s assets or The Instructing Party goes into liquidation.
      3. If Medrex is of the belief that the Instructing Party is using the Services with fraudulent or criminal intent.
5. CUSTODY OF THIRD PARTY PROPERTY
   1. Where Medrex have received documentation (or any other material required for the provision of the Services) from the Instructing Party, Medrex will take reasonable care to preserve such property.
   2. In the event that any such material shall be lost or damaged Medrex’s liability in respect thereof shall not exceed the limit of the liability as provided by Medrex’s insurance policy current at the relevant time and any such liability shall exclude any claim for loss of profits business or goodwill or any special indirect or consequential loss or damage howsoever caused.
6. CONFIDENTIALITY
   1. For purposes of this Clause 6 “Confidential Information” means all information of a confidential nature disclosed (whether disclosed or held in writing, verbally or by any other means and whether directly or indirectly by one party (“Disclosing Party”) to the other party (“Receiving Party”) whether before or after the date of Instruction, without limitation, any information relating to the Disclosing Party’s business affairs.
   2. During the performance of (and after termination or expiration) of any Instruction the Receiving Party shall:
      1. Keep the Confidential Information confidential;
      2. Not disclose the Confidential Information to any other person, other than with the prior written consent of the Disclosing Party or in accordance with clause 6;
      3. Not use the Confidential Information for any purpose other than the performance of its obligations under an Instruction.
   3. During Medrex’s performance of (and after termination or expiration) of any Instruction, the Receiving Party may disclose the Confidential Information to its employees, clients, suppliers and advisors, including, without limitation, legal expenses insurers, disbursement funders, and any other applicable regulatory bodies to the extent that such disclosure is necessary for the purposes of this agreement or required by the Receiving Party as a matter of law.
7. DATA PROTECTION
   1. During the performance of the Services and after termination or expiration of the same, Medrex and the Instructing Party shall comply with all statutory obligations regarding data protection, including, but not limited to, the requirements of the Data Protection Act 1998 (“Act”), as amended from time to time and Medrex and the Instructing Party will process all Personal Data (as defined in the Act) relating to each Instruction accordingly.
8. RELATED COMPANIES
   1. Where Medrex elect to perform all or any part of the Services through an associated or related company the Instructing Party will be deemed to have contracted directly with such company and accordingly will be liable to pay the Company for such services at the price listed in the Medrex Price List (together with VAT thereon at the applicable rate).
   2. These Terms of Business shall apply to any of the Services performed or to be performed by an associated or related company of Medrex as if such company had expressly entered into a separate agreement with the Instructing Party incorporating the same and such associated or related company shall be entitled to rely upon and enforce the same directly against the Instructing Party.
9. INVALIDITY
   1. The invalidity, illegality or unenforceability of any provisions of this agreement shall not affect the continuation in force of the remainder of this agreement.
10. RELEVANT LAW
    1. This agreement shall be governed by and construed in accordance with the laws of England and Wales and all disputes arising in connection with the contract shall be submitted to the exclusive jurisdiction of the courts of England and Wales.