Professional Terms

1. These Terms

1.1. We are Chrysalis Health Ltd trading as Isoshealth, of 20 – 22 Wenlock Road, London, England, N1 7GU, provider of the Isoshealth service. Our company number is 10302338. We are referred to in these terms and conditions of use as “Isoshealth”. Any person, company or partnership registering as a healthcare professional on the Isoshealth service is referred to in these terms and conditions of use as “Professional”. If you have any questions about the Platform, please contact theteam@isoshealth.com

1.2. These terms explain the basis on which the Professional may use the Isoshealth promotion, introduction, video consultation and payment collection service provided by means of the site at www.isoshealth.com (the “Platform”).

2. Signing Registration Form By signing the registration form to which these Terms are attached (“Registration Form”), you agree to be bound by the following terms and conditions and any terms specified in the Registration Form. The Registration Form and these terms and conditions are referred to together as “the Agreement”. By registering for the Platform, you also confirm that you are a practising healthcare professional registered with a Regulatory Body (as defined below) with current professional indemnity insurance from an insurer approved by your Regulatory Body, and a resident of the United Kingdom. You must have three years’ experience of working as a professional governed by your Regulatory Body. The Platform is not available to any person who is either not licensed by and in good standing with a Regulatory Body, does not have current professional indemnity insurance, or not resident in the United Kingdom. The Professional shall, on request, supply to Isoshealth satisfactory Disclosure and Barring Test results.

2.1. Isoshealth is a marketplace through which individuals can request the provision of health and wellness consultations delivered by video and are connected with professionals. Isoshealth acts as an agent for the Professional in introducing the Professional to potential customers and has integrated a payment service provider to collect agreed charges from the customer on behalf of the Professional. No contract exists between Isoshealth and the Professional, or Isoshealth and any customer, for the fulfilment of any health and wellness services. Isoshealth acts as an intermediary between the Professional and the Customer. All contractual arrangements for the fulfilment of any of those services are solely between the Professional and the Customer.

2.2. The Professional should read these terms and conditions carefully before using the Platform. In particular, it should be aware that:

2.2.1. Clause 6.7 authorises Isoshealth to recover unpaid Commission on one customer assignment from sums payable to the Professional by a Customer on another customer assignment;

2.2.2. Clause 10.6 contains a release from the Professional in respect of any claims arising in respect of a contract with a Customer; and

2.2.3. Clause 20 contains important limitations and exclusions of Isoshealth’s liability to the Professional.

2.3. If the Professional does not agree with or accept any of these terms, it should stop using the Platform immediately.

2.4. Isoshealth may revise the terms of the Agreement at any time by notifying the Professional at any time by means of the contact details specified in the Registration Form. Isoshealth will give the Professional prior notice of such variation by means of the Platform.

3. Definitions

3.1. In this Agreement, unless otherwise provided:

Agreed Charges
means sums agreed between a Professional and a Customer as being payable in respect of Consultation Services under a Booking.
Booking
means a contract for the provision of Consultation, entered into by means of the Platform between the Professional and a Customer who was introduced to the Professional by Isoshealth.
Cancellation Policies
means the Isoshealth Cancellation Policies from time to time in force, available at https://isoshealth.com/cancellation-policy/ or as notified by Isoshealth to the Professional.
Commencement Date
has the meaning set out in clause 17.
Commission
means 35% of Net Income plus any applicable VAT.
Consultation Services
means all health and wellness services, and any related services, provided by the Professional to any Customer further to a Booking.
Customer Data
means personal data of the Customer disclosed by the Customer by means of the Platform in requesting the Consultation Services (“Account Data”), and in the course of the Professional in providing the Consultation Services, or in the course of any other professional member of the Professional’s team for the purposes of the Programme (“Consultation Data”).
Customer
means a person in the United Kingdom whose contact information is provided by Isoshealth to the Professional.
Customer Request
means a request for Consultation Services made by a Customer on the Platform.
Data Protection Laws
means the General Data Protection Regulation (and any replacement or substitute for it).
Regulatory Body
means the Health & Care Professions Council www.hcpc-uk.org/ or British Association for Behavioural & Cognitive Psychotherapies http://www.babcp.com/, but where applicable, may include any professional body governing your profession, that keeps a Register of health and care professionals who meet the standards for their training, professional skills, behaviour and health.
Introduction
means the provision to the Professional of the details of a Customer Request. Introduce, Introduces and Introduced will be interpreted in accordance with Introduction.
Minimum Information Requirements
means the information required by traders to be presented to Customers when making an online transaction, as notified by Isoshealth to the Professional from time to time.
Net Income
means the charges made by the Professional for the Consultation Services and Supporting Content under a Booking, less VAT.
Payment Service Provider
means the independent payment service provider integrated into the Platform from time to time, appointed by the Professional to receive payment for the Agreed Charges.
Professional Indemnity Insurance
means a professional indemnity insurance policy comprising cover for negligence and related risks.
Professional Materials
means any information and materials provided to Isoshealth in connection with the Professional’s registration for and use of the Platform (including images and text) and any rights in the Professional’s brand, trademarks, likeness or image represented in that information or materials.
Professional Profile
means the public profile of the Professional displayed to Customers and potential Customers by means of the Platform.
Supporting Content
means any digital content (including video, image or text files in any format) provided to a Customer under a Booking.
Working Day
means Monday – Friday excluding public holidays in England and Wales.

4. The Platform

4.1. The Professional appoints Isoshealth on a non-exclusive basis to find Customers for the Professional in the United Kingdom to make Introductions and facilitate Bookings on the terms of this Agreement, and Isoshealth accepts such appointment.

4.2. The Professional acknowledges that other health and wellness professionals who have also registered with the Platform will be promoted to same Customer and their requirements. Isoshealth shall be entitled to make Introductions in the United Kingdom on behalf of any other professional. Customer Requests are made by the Customer on the basis of the Professional Profile.

4.3. Isoshealth may perform its duties as it sees fit, subject to this Agreement.

4.4. Before making any Introduction, Isoshealth has agreed with Customers in its terms and conditions that Isoshealth is not responsible for provision of the Consultation Services and Supporting Content and has no authority or ability to negotiate or vary the terms of any agreement or Booking entered into on behalf of the Professional.

4.5. Isoshealth is under no obligation to provide any Introductions to the Professional. No representation or warranty is made by Isoshealth as to the availability of the Platform, or that the Platform will operate without error or interruption.

4.6. The Professional will indicate by means of the Platform the times and dates at which it is available for Bookings.

4.7. Unless otherwise agreed by Isoshealth in advance in writing, the charges stated by the Professional by means of the Platform for all Consultation Services shall be inclusive of any VAT, or other tax that the Professional may be required to remit in connection with such sale.

4.8. The Professional consents to Isoshealth processing its personal data as set out in Isoshealth’s Privacy Policy available at https://isoshealth.com/privacy-policy/.

5. The Power of Three Program

5.1. Isoshealth promotes to Customers on behalf of Professionals generally the availability of the Power of Three Programme (the “Programme”) under which three professionals each contract with a Customer for the delivery of two consultations each as part of a combined dietitian, psychologist and physiotherapist programme. For the purposes of the Programme, the Professional will provide Consultation Services collaboratively as part of a three-professional team. The Professional undertakes to complete any Consultation Services booked in respect of the Programme as part of a team, before leaving that team.

5.2. The Professional acknowledges that it has agreed with Isoshealth that, on an interim provisional basis, the Agreed Charges charged by the Professional for each Consultation Services session undertaken as part of the Programme shall be £41.66 (exclusive of commission). Isoshealth research indicates that this represents a fair and customary price point for each consultation. The parties acknowledge that their intention in setting a common Agreed Charge for the Programme is to ensure, in line with Isoshealth’s mission to democratise private health and wellness access, that the Customer has at least one option for affordable consultation services on the Platform.

5.3. The Professional agrees to authorise Isoshealth to accept Bookings for the Programme on its behalf during at least one half-day session each week.

6. Payment and Commission

6.1. The Professional must not accept payment of Agreed Charges (or other sum in respect of the Booking or any related goods or services) by any means other than through the services of the Payment Service Provider as integrated with the Platform, except where the Professional obtains prior approval of Isoshealth and the Customer payment card details stored by the Payment Service Provider fail to facilitate payment of the Agreed Charges. The Professional acknowledges that failure to obtain prior consent to receiving payment through other means is a serious breach of this Agreement and may amount in some circumstances to fraud. Isoshealth reserves its rights and remedies in respect of any breach of this clause 6.2, including the rights to notify law enforcement authorities.

6.2. Where the Agreed Charges are paid by means of the Payment Service Provider as integrated with the Platform, Isoshealth receives its Commission automatically. Where (in the limited circumstances set out in 6.1 above) the Payment Service Provider is not used, or there is a fault with the Platform or the Payment Service Provider which results in the Commission not being automatically deducted the Professional shall pay the Commission to Isoshealth within 7 days of receipt of the Agreed Charges.

6.3. The Professional shall pay interest on any Commission by the due date specified in clause

6.3 above, at the rate of 4% a year above the Bank of England’s base rate from time to time (or 4% a year for any period when that base rate is below 0%) for the period from the due date until the Commission is paid. The Professional shall also pay Isoshealth’s reasonable collection costs in respect of any late payment.

6.4. The Professional shall be responsible for accounting for charging and accounting for any VAT arising under the Booking.

6.5. Each party must pay all sums which it owes to the other party under this Agreement free and clear without any set-off, counterclaim, deduction or withholding of any kind save as may be required by law.

6.6. Termination of this Agreement, however arising, shall not affect the Professional’s obligation to pay any Commission due under this Agreement.

6.7. The Professional hereby authorises Isoshealth to instruct the Payment Service Provider to pay to Isoshealth any outstanding Commission owed to Isoshealth, by means of a deduction from payments made by Customers to the Professional.

6.8. The Professional shall make available to Isoshealth and the Payment Service Provider on request any information specified by the Payment Services Provider for the purposes of on-boarding the Professional, including the details specified here – https://stripe.com/docs/connect/identity-verification.

7. Bookings

7.1. Isoshealth is not obliged to notify the Professional of any Customer Requests. The Professional is under no obligation to accept any Bookings.

7.2. On a Booking being accepted by the Professional by means of the Platform, a binding contract will be created between the Professional and the Customer for fulfilment of the Customer Request for the Agreed Charges at the time and date specified in the Customer Request. By showing itself as available for Bookings in the diary function comprised in the Platform, the Professional authorises Isoshealth to accept Bookings as its agent during such periods of availability.

7.3. In the event that a Booking has been accepted by the Professional, and the Professional is unable, having made all reasonable endeavours, to honour the Booking, the Professional must notify Isoshealth by email to theteam@isoshealth.com and immediately notify the Customer.

7.4. The Professional must immediately notify Isoshealth if it stops being able to provide Consultation Services, whether temporarily or permanently.

7.5. Isoshealth suggests fair and reasonable charges to Customers for individual Customer Requests, based on data derived from a range of statistics. The Professional alone is responsible for accepting or declining these charges.

7.6. The Platform has been designed specifically to address regulatory requirements regarding confidentiality and security. All Consultation Services must be delivered by means of the Platform.

8. Cancellation Policies

8.1. The Professional acknowledges that Isoshealth has prescribed Cancellation Policies governing the conduct of Bookings. The Professional agrees to be bound by the Cancellation Policies and to carry out its obligations under a Booking in accordance with the Cancellation Policies, Customers are entitled to cancel Bookings in accordance with the Cancellation Policies. The Professional authorises Isoshealth to accept any request for cancellation of the Booking by a Customer in accordance with the Cancellation Policies and apply a refund by means of the Payment Services Provider.

9. Provision of Consultation Services to Customers

9.1. The Professional acknowledges that Isoshealth does not provide any clinical supervision for the Professional.

9.2. The Professional must in relation to all Bookings adhere to the Isoshealth Platform Promise which aims to maintain quality standards of care across the Platform.

9.3. The Professional acknowledges that the Customer will be invited to leave a review in respect of the Consultation Services, which will be visible on the Professional Profile and may be reproduced in other areas of the Platform and any Isoshealth social media channels. The reviews are submitted by Customers for use only in the context of the Isoshealth service – the Professional must not reproduce them in whole or in part in any other medium (including on the Professional’s own website or social media channels).

9.4. If the Professional considers that a Customer has acted in an inappropriate way towards him/her, including in a manner it feels to be offensive, violent or sexually inappropriate, the Professional should immediately make a report to the appropriate authorities and then to Isoshealth at theteam@isoshealth.com quoting the police report number and location. The Professional’s report may cause Isoshealth to investigate such behaviour and/or bar an individual Customer from the Platform, but Isoshealth shall not be obliged to take action beyond that which is required by law and will not be obliged to incur any additional liability or expense in doing so.

9.5. In the event that the Professional does not consider that a Consultation Service is not sufficient or suitable in light of the Customer’s reported health issue, the Professional shall recommend to the Customer that a physical in-person consultation should be arranged either with the Professional or another health professional.

9.6. The Professional must:

9.6.1. satisfy itself that providing Consultation Services is safe and suitable for the Customer;

9.6.2. explain to Customers that the Consultation does not involve a physical examination and any additional risks that may arise as a result; and

9.6.3. only provide Consultation Services by means of Isoshealth’s validated video communications service integrated into the Platform.

9.7. The Professional undertakes to obtain the consent of the Customer to the recording of any Consultation Services in advance of any Consultation Services being conducted.

10. Obligations of the Professional

10.1. The Professional shall provide Isoshealth with any relevant information that Isoshealth reasonably needs to provide the Platform services under this Agreement.

10.2. The Professional warrants and undertakes that all Professional Materials (including any information or documents provided as part of the registration process, and the contents of the Professional Profile) are honest, accurate, genuine and complete. The Professional agrees to promptly update such information as necessary to ensure it at all times remains honest, accurate, genuine and complete.

10.3. Isoshealth will not cover any costs incurred by the Professional in carrying out its obligations under this Agreement or any Booking, including in relation to any services or Supporting Content provided or prepared in respect of a Booking.

10.4. At all times in relation to the Platform, the Professional shall abide by all applicable laws and regulations, any rules, guidance, standard or recommendations of its Regulatory Body. In the event that the Professional becomes subject to any complaint investigated by a Regulatory Body, or the Professional’s conduct or competence to practice is being called into question (including as set out in the Platform Promise referred to in clause 9.2 above.) the Professional shall immediately notify Isoshealth in writing and not accept any further Bookings or fulfil any Bookings already contracted for. If the Professional believes that he/she is not fit to practice at any time, the Professional shall immediately cease providing any Consultation Services and notify Isoshealth.

10.5. The Professional will keep confidential any password or other authentication for its use of the Platform and shall notify Isoshealth immediately on suspicion that any other person has obtained access to it. The Professional is solely and fully responsible for all activities that occur under its account for the Platform, even if such activities are not authorised by the Professional.

10.6. Isoshealth is not a party to any transactions for Consultation Services or Supporting Content between Customers and Professionals. In respect of any dispute arising between Customer and Professional, the Professional releases Isoshealth (and its agents and employees) from claims, demands, and damages (direct and indirect) of every kind and nature arising out of or in any way connected with such disputes.

10.7. The Professional shall not:

10.7.1. have any authority to incur any expenditure in the name of or for the account of Isoshealth;

10.7.2. hold itself out as having authority to bind Isoshealth;

10.7.3. include in any written, graphical or promotional materials any logo, trade mark or branding of Isoshealth; or

10.7.4. represent itself as an employee or worker of Isoshealth or of any Customer.

10.8. The Professional shall be responsible for the supply and maintenance of all equipment and facilities needed by it to carry out the Consultation Services.

10.9. The Professional shall ensure that the Consultation Services fully address each requirement as set out in the Booking, and in compliance with any professional standards required by any Regulatory Body.

10.10. The Professional shall ensure that the Minimum Information Requirements are displayed or linked to in its Professional Profile.

10.11. The Professional must not provide Consultation Services where the Customer presents a condition or issues which are outside the Professional’s expertise, or where the Customer lacks the mental capacity to consent to receiving the Consultation Services.

10.12. The Professional shall at all times adhere strictly to all Data Protection Laws and include in its Professional Profile a reference and a link to its own Privacy Policy in accordance with which it will use any Customer Data. For the purposes of Data Protection Laws, the Professional is the data controller of the Consultation Data and the Professional and Isoshealth are each data controllers in common of the Account Data. The Professional shall ensure that Customer Data shall at all times be processed by it in accordance with all applicable data protection laws.

11. Dealing with Customers

11.1. Subject to the remainder of this clause 11 below, nothing in this Agreement shall prevent the Professional from carrying on being engaged, concerned or having any financial interest in any capacity in any business, trade, profession or occupation during or after this Agreement.

11.2. The Professional acknowledges and agrees that Isoshealth expends significant amounts of time, resource and money in attracting and Introducing Customers. Therefore, in consideration of Isoshealth making available to the Professional the opportunity to provide the Consultation Services, the Professional agrees (except as permitted under 6.2 above) to use the Platform as its exclusive method to receive all payments for the Consultation Services and Supporting Content provided under a Booking and any additional work undertaken ancillary to the Booking.

11.3. Without prejudice to any other right or remedy of Isoshealth, the Professional agrees in the event of breach by it of clause 11.2 above, the Professional shall pay to Isoshealth a sum equal to (i) 100% of the Commission which would have been payable in respect of any sums paid to the Professional by the Customer for the Consultation Services and Supporting Content provided under a Booking and any additional work undertaken ancillary to the Booking; and (ii) any costs and disbursements incurred by Isoshealth in recovering such sums from the Professional.

11.4. The Professional must during the term of this Agreement:

11.4.1. not submit proposals or solicit Customers to pay the Professional outside the Platform (except as permitted under 6.1 above); or

11.4.2. not accept proposals from Customers to receive payment outside the Platform (except as permitted under 6.1 above); and

11.4.3. notify Isoshealth in the event of a Customer making a proposal to receive payment outside the Platform.

11.5. Without prejudice to any other right or remedy of Isoshealth, the Professional agrees in the event of breach by it of clause 11.4.1 or 11.4.2 above , the Professional shall pay to Isoshealth a sum equal to (i) 100% of the Commission which would have been payable in respect of any sums charged in respect of such proposals, had they been paid to the Professional by the Customer by means of the Platform; and (ii) any costs and disbursements incurred by Isoshealth in recovering such sums from the Professional.

11.6. Any breach by the Professional of this clause 11 shall be considered a serious breach of this Agreement and will enable Isoshealth to terminate the Agreement in accordance with clause 18.

12. The Professional’s Status

12.1. The Professional acknowledges and agrees that the relationship between the Professional and Isoshealth is that of independent contracting parties. The Professional is not a worker or employee of Isoshealth. The Professional does not have authority to enter into written or oral contracts on behalf of Isoshealth, of either an implied or express nature.

12.2. Isoshealth shall not, and shall not be entitled to direct, control or oversee a Professional’s work or require that it be performed in any particular manner. Isoshealth does not control a Professional’s manner of carrying out the Booking, work hours, location of work, or length of time to complete the Booking.

12.3. The Platform is not an employment agency or employment business.

12.4. Isoshealth acknowledges that the Professional provides Consultation Services as part of its own business, and that the Professional shall be entitled to:

12.4.1. accept or reject any Booking;

12.4.2. specify the dates and times at which it wishes to accept Bookings;

12.4.3. except as set out in Clause 5, set its own charges, by means of the Platform;

12.4.4. organise its workload of Bookings as it sees fit subject to adhering to any times agreed with a Customer in a Booking; and

12.4.5. use any materials, equipment or tools selected by it which it is lawfully entitled to use, and which are suitable for performance of the Platform.

12.5. The Professional is solely responsible for providing any necessary equipment, materials and expertise necessary to meet its obligations under the Booking.

12.6. Isoshealth will not be liable for any tax or withholding, including but not limited to National Insurance, employer’s liability, social security, PAYE or other payroll withholding tax in connection with a Customer’s use of a Professional’s services. The Professional agrees to indemnify Isoshealth and its affiliates from any and all claims, liabilities and reasonable costs arising from or in connection with:

12.6.1. a Professional being classified by HMRC (or any other government body) as a worker or employee;

12.6.2. any other relevant third-party claims under any employment-related laws, such as those relating to wrongful or unfair dismissal, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday pay, retirement benefits, or any other employee benefits.

12.7. The Professional agrees that it is responsible for its own accounting and tax affairs and that it will indemnify and hold Isoshealth entirely harmless from any claims from HMRC or any other body in respect of any tax or National Insurance payable in respect of any Booking.

12.8. The Professional may appoint a suitably qualified, insured and skilled substitute to perform the Consultation Services on its behalf. The Professional shall continue to be the recipient of any payments from Isoshealth in accordance with this Agreement and shall be responsible for any payment due to the substitute. For the avoidance of doubt, the Professional will continue to be subject to all duties and obligations under this Agreement and any Bookings for the duration of the appointment of the substitute.

13. Professional Materials

13.1. The Professional hereby grants Isoshealth a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully sub-licensable right to use and reproduce the Professional Materials on the Platform and on Isoshealth’s social media accounts.

13.2. The Professional warrants that the Professional Materials will not:

13.2.1. infringe any third party’s copyright, trade mark, or other intellectual property rights;

13.2.2. infringe any third party’s rights of publicity or privacy;

13.2.3. will not be obscene or offensive or inappropriate to the nature of the Platform; and

13.2.4. will not contain any viruses or other malware.

14. The Professional consents to Isoshealth using any feedback from the Professional in relation to the Platform in any material produced by or on behalf of Isoshealth to promote the Platform.

15. Indemnity

15.1. The Professional shall keep Isoshealth indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, ex gratia payments, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Isoshealth as a result of or in connection with:

15.1.1. any claim made against Isoshealth in respect of the Consultation Services, Supporting Content or the Professional Materials or any related matter, or any breach by the Professional of its obligations under Data Protection Laws in respect of Customers’ personal data (as defined in the Data Protection Laws);

15.1.2. any claim made against Isoshealth by a third party for death, personal injury or damage to property arising out of, or in connection with the Consultation Services or the Supporting Content (except to the extent that the same is caused by the negligence or wilful default of Isoshealth); and

15.1.3. any claim made against Isoshealth by a third party arising out of or in connection with the supply of the Consultation Services, whether or not such claim arises out of the breach, negligent performance or failure or delay in performance of the Booking by the Professional, its employees, agents or subcontractors.

15.2. This clause 15 shall survive termination of this Agreement.

16. Insurance

16.1. The Professional shall maintain in force during this Agreement (and for a period of 12 months following it) full and comprehensive Professional Indemnity Insurance with an insurer approved by the Professional’s regulatory body with a per incident cover of not less than that required by any Regulatory Body to which you are subject. The Professional shall on request supply to Isoshealth copies of such insurance policies and evidence that the relevant premiums have been paid. The Professional agrees to inform its insurer of its registration with Isoshealth and that it may be undertaking Consultation Services arranged by means of the Platform.

17. Commencement and term of Agreement

17.1. This Agreement shall commence on the date on which Isoshealth notifies the Professional that it accepts the Professional’s application to register for the Platform and shall continue until terminated in accordance with clause 18.

18. Termination

18.1. This Agreement can be terminated without cause by either party providing the other party with one week’s prior written notice.

18.2. This Agreement may be terminated forthwith at any time by either party on written notice to the other if:

18.2.1. the other commits a material breach, or series of breaches resulting in a material breach, of this Agreement;

18.2.2. the other becomes unable to pay its debts, has a receiver or administrator appointed, enters bankruptcy proceedings, or otherwise becomes subject to any insolvency proceedings or process;

18.2.3. the other suspends trading, ceases to carry on business, or threatens to do either;

18.2.4. the other (being an individual) dies or ceases to be capable of managing his own affairs; or

18.2.5. the other fails to make any payment due under this Agreement by the due date for payment.

18.3. Termination under clause 18.1 shall be without prejudice to the fulfilment of any Booking accepted prior to such termination, and to Isoshealth’s entitlement to Commission in respect of the same.

19. Intellectual Property Rights

19.1. Isoshealth is the owner or the licensee of all intellectual property rights in the Platform. The Platform is protected by copyright laws and treaties around the world. All such rights are reserved.

19.2. The Professional must not use any part of the Platform or any content on it, for any commercial purposes other than for the purposes of this Agreement, without first obtaining a licence to do so from Isoshealth.

19.3. The Professional agrees:

19.3.1. Not to reproduce, duplicate, copy or re-sell any part of the Platform.

19.3.2. Not to access without authority, interfere with, damage or disrupt any part of the Platform; any equipment or network on which the Platform is hosted or stored; or any software used in the provision of the Platform.

19.4. The word “Isoshealth”, the phrase “Power of Three” and the Isoshealth ‘3+’ logo are trademarks of Isoshealth Ltd. The Professional is not permitted to use them without Isoshealth’s prior written approval.

20. IMPORTANT – Limitation of Liability

20.1. Nothing in the Agreement shall limit or exclude Isoshealth’s liability for:

20.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

20.1.2. fraud or fraudulent misrepresentation.

20.2. Subject to clause 20.1:

20.2.1. Isoshealth shall under no circumstances whatever be liable to the Professional, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

a. loss of profit;

b. loss of revenue;

c. loss of anticipated savings; or

d. any indirect or consequential loss arising under or in connection with the Platform; and

20.2.2. Isoshealth’s total liability to the Professional in respect of all other losses arising under or in connection with any Booking, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the Commission paid to Isoshealth by the Professional in the preceding 12 months.

21. General

21.1. Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other.

21.2. Severability. The unenforceability of any part of this Agreement will not affect the enforceability of any other part.

21.3. Waiver. No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

21.4. Rights of Third Parties. This Agreement will bind and benefit each party’s successors and personal representatives. Subject to that, this Agreement is not enforceable by any third party under the Bookings (Rights of Third Parties) Act 1999 or otherwise.

21.5. Notices. Isoshealth will send all notices and other communications regarding this Agreement to the Professional at the e-mail address provided on registering, or by means of the Professional’s account area on the Platform, or by any other means then specified by Isoshealth.

21.6. Entire Agreement. This Agreement is the entire agreement between the parties in relation to its subject. No other terms apply.

21.7. Governing Law & Jurisdiction. This Agreement will be governed by the law of England and Wales. Any dispute arising in relation to the subject matter of this Agreement will be submitted to the exclusive jurisdiction of the courts of England and Wales.

Terms last updated: 17th November 2017