VIRTUE’S TERMS AND CONDITIONS FOR PATIENTS
Validity and acceptance of these terms and conditions
THE VIRTUAL HOSPITAL LIMITED trading as Virtue is incorporated and registered in England and Wales with company number 15873378 and with its registered office address at 10 Brindley Place, Birmingham, B1 2JB (Virtue).
These terms and conditions (these Terms and Conditions), together with the Service Schedule (and any documents referred to in it) constitute a binding agreement (the Agreement) between Virtue and the Patient for the provision of a Membership and/or the Virtual Hospital Services (as specified in the Service Schedule).
1. Interpretation
The following definitions and rules of interpretation apply in the Agreement.
1.1. Definitions:
“Applicable Laws”: all applicable laws, statutes, regulations and codes from time to time in force.
“Business Day”: a day, other than a Saturday, Sunday or public holiday in England.
“Care Plan”: a care plan in respect of the Patient agreed between The Virtual Hospital and the Responsible Clinician and which may be updated or amended from time to time.
“Data Protection Laws”: means the UK Data Protection Act 2018 and the Privacy and Electronic Communications Act (EC Directive) Regulations 2003 (SI 2426/2003) as amended or superseded.
“Escalation Procedures”: means the process that a Patient and/or Virtue should follow in the event of a Patient’s condition deteriorating
“Hours of Operation”: the period of time specified in the Service Schedule.
“Initial Term”: the period of 12 months running from the Commencement Date.
“Membership”: a patient membership with Virtue, as described in the Service Schedule (where applicable).
“Membership Fee”: the annual sum payable by the Patient for Membership, as set out in the Service Schedule (where applicable).
“Onboarding Call”: the initial call between Virtue Client Services and the Patient to onboard the Patient for the provision of Virtual Hospital Services, following a referral made in accordance with Clause 3.2.
“Patient Representative”: the legally designated representative of the Patient, whether appointed via power of attorney or other legally enforceable means.
“Personnel”: the officers, employees, representatives, agents, subcontractors, consultants, registrars and any other medical professionals engaged by Virtue and/or the Regulated Clinical Services Provider(s) (as applicable).
“Primary Referrer”: has the meaning set out at Clause 3.2.1.
“Referral Form”: the electronic referral form which is available through the Virtue Platform.
“Regulated Clinical Services Provider”: means the provider(s) regulated by and registered with the Care Quality commission and specified in the Service Schedule, which could consist of:
(a) GPDQ Limited, a company incorporated in England and Wales with company number 09635612 and registered address at 727-729 High Road, London, N12 0BP and registered with the Care Quality Commission with provider identification 1-2233918170;
(b) Virtue; and/or
(c) any other provider named in the Service Schedule.
“Remote Monitoring Equipment”: any equipment provided to the Patient to enable their condition to be monitored remotely as part of the provision of the Virtual Hospital Services to that Patient, as described in the Service Schedule.
“Remote Monitoring Equipment Fees”: the fees payable by the Patient to Virtue for the Remote Monitoring Equipment, as set out in the Service Schedule.
“Responsible Clinician”: the consultant specialist, GP or other medical professional with primary clinical responsibility for providing the Virtual Hospital Services to the Patient, as identified in the Care Plan.
“Service Charges”: the sums payable by the Patient for the Virtual Hospital Services, as set out in the Service Schedule.
“Service Schedule”: the written document provided to the Patient by Virtue describing, as applicable, the Membership, the Virtual Hospital Services and/or the Remote Monitoring Equipment to be provided to the Patient, the applicable Care Plan, the sums payable by the Patient and any other relevant information.
“VAT”: value added tax chargeable in the UK.
“Virtual Hospital Services”: the sub-acute remote patient monitoring services, acute virtual ward services and/or any other additional or related services to be supplied to the Patient by the Regulated Clinical Services Provider(s) under the Agreement, as described in the Service Schedule.
“Virtue Client Services”: the representative or employee from time to time of Virtue with responsibility for performing administrative tasks on behalf of Virtue.
“Virtue Platform”: Virtue’s proprietary software platform for planning and delivering the Virtual Hospital Services.
1.2. Clause headings shall not affect the interpretation of the Agreement.
1.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.
1.6. Words and phrases used in the Agreement shall be interpreted in accordance with their ordinary meaning except and to the extent that a particular definition is specified in the Agreement.
1.7. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.8. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.
1.9. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.10. Where a Patient Representative has been appointed to make decisions on behalf of the Patient in relation to the health of the Patient and/or the medical care to be received by the Patient, that Patient Representative shall be responsible for ensuring that the obligations allocated to the Patient under the Agreement are complied with and any references to “the Patient” may be construed as a reference to “the Patient Representative” in such circumstances.
1.11. A reference to writing or written includes email.
2. Basis of agreement
2.1. At the request of the Patient or following referral of the Patient in accordance with Clause 3 below, Virtue may produce a proposed Service Schedule for that Patient. Depending on the specific circumstances, the proposed Service Schedule may involve the Patient entering into a Membership and/or the provision of specified Virtual Hospital Services and Remote Monitoring Equipment to the Patient.
2.2. A Service Schedule produced by Virtue is not legally binding on either party. An Agreement shall take effect and become legally binding on the parties only when:
2.2.1. the Service Schedule has been signed by both parties; or
2.2.2. the Patient has checked a box on a webpage or in an email to confirm their acceptance of the Service Schedule or has otherwise confirmed in writing their acceptance of the Service Schedule; or
2.2.3. the Patient has verbally confirmed to Virtue their acceptance of the proposed Service Schedule (following which Virtue shall provide to the Patient a copy of the Service Schedule and associated documents).
2.3. These Terms and Conditions apply to the Agreement to the exclusion of any other terms that the Patient seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.4. If there are any inconsistencies or conflict between the Service Schedule and these Terms and Conditions, these Terms and Conditions shall prevail, unless the inconsistent or conflicting terms in the Service Schedule are specifically expressed to amend the terms of the Agreement, in which case such terms in the Service Schedule will prevail.
3. Referral Process
3.1. Before any Virtual Hospital Services can be provided to the Patient, the referral process must be completed in accordance with this Clause 3.
3.2. A referral for Virtual Hospital Services can be made by:
3.2.1. the Patient’s consultant specialist, General Practitioner or other care provider (“Primary Referrer”), by completing a Referral Form; or
3.2.2. the Patient by contacting Virtue Client Services via email, telephone or WhatsApp, or by completion of the Referral Form on the Virtue website (www.virtuehealth.co.uk).
3.3. Where the referral for Virtual Hospital Services is made by the Primary Referrer, that person shall be responsible for:
3.3.1. determining that the Patient meets the defined acceptance criteria for the Virtual Hospital Services for which the Patient is being referred;
3.3.2. providing all essential information in respect of the referral. This shall include, without limitation, a full clinical history and copies of the Patient’s clinical records, medication prescriptions and any recent or relevant test or diagnostics results;
3.3.3. agreeing a time and date with the Patient for the Onboarding Call. That time and date shall be recorded in the Referral Form which will be sent to Virtue; and
3.3.4. advising the Patient as to what action the Patient should take should the Patient not receive the Onboarding Call or should the Patient decline to proceed with the Virtual Hospital Services for which the Patient has been referred.
3.4. Where the Patient self-refers for Services the Patient shall provide or procure all such information as Virtue may request for the purposes of processing and considering the referral.
3.5. Following receipt of a referral, either:
3.5.1. Virtue shall contact the Patient by email and SMS to confirm when the Patient shall receive the Onboarding Call and provide guidance on what action the Patient should take should the Onboarding Call not occur; or
3.5.2. the Patient may contact Virtue Client Services directly to either arrange or undertake the Onboarding Call.
3.6. Virtue and the Patient shall each use their best endeavours to undertake the Onboarding Call at the time and date specified to the Patient under Clause 3.5 or if the Patient contacts Virtue Client Services directly to try to undertake that call.
3.7. In the event that the Onboarding Call does not take place at the time and date specified to the Patient under Clause 3.5, or needs to be rearranged, the Patient shall use their best endeavours to contact Virtue Client Services to rearrange the call and/or to ensure that they are able to receive inbound calls from Virtue Client Services.
3.8. During the Onboarding Call Virtue Client Services will explain to the Patient what is included within the Service Schedule and any other relevant matters.
3.9. It is the responsibility of the Patient, after having received an explanation of the Service Schedule from Virtue Client Services, to decide whether or not to agree the Service Schedule. The Patient shall be responsible for ensuring that they fully understand the terms of the Service Schedule, for seeking relevant independent legal advice should they deem it appropriate, or requesting clarification from Virtue regarding matters of an operational or commercial nature.
4. Virtue’s Responsibilities
4.1. The Virtual Hospital shall:
4.1.1. procure that the Virtual Hospital Services are performed:
4.1.1.1. in accordance with the relevant Service Schedule in all material respects;
4.1.1.2. in accordance with the Care Plan and the applicable Standard Operating Procedures of Virtue;
4.1.1.3. using reasonable skill, care and diligence;
4.1.1.4. using suitably qualified and experienced Personnel; and
4.1.1.5. in compliance with Applicable Laws;
4.1.2. use its best endeavours to ensure that appropriate Personnel resources are available to provide the Virtual Hospital Services to deliver the Care Plan during the Hours of Operation, in accordance with Virtue’s Standard Operating Procedures;
4.1.3. advise the Patient of what the Escalation Procedures are and where to find a copy of them;
4.1.4. be responsible for handling any clinical escalations which the Patient brings to the attention of Virtue, or Virtue becomes aware of, during the Hours of Operation; handling of clinical escalations shall be performed in accordance with Virtue’s Standard Operating Procedures, which for the avoidance of doubt may result in Virtue advising the Patient to dial 999 or seek urgent medical treatment at a hospital;
4.1.5. use reasonable endeavours to meet any performance dates specified in the Service Schedule, but any such dates shall be estimates only and time for performance by Virtue shall not be of the essence of the Agreement;
4.1.6. co-operate with the Patient and to the extent applicable, the Patient Representative and the Patient’s family or carers in all matters relating to the performance of the Virtual Hospital Services and the provision of any Deliverables;
4.1.7. where applicable, use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Patient's premises from time to time and that have been communicated to Virtue.
5. The Patient’s responsibilities
5.1. The Patient shall:
5.1.1. co-operate with Virtue in all matters relating to each Service Schedule;
5.1.2. exercise due care and use all reasonable endeavours to support the safe and effective delivery of the Care Plan and the Virtual Hospital Services including, without limitation, by:
5.1.2.1. setting up the Remote Monitoring Equipment promptly upon receipt of them and following the provided instructions to reach a clear understanding of their effective operation. In the event the Patient or their carer requires assistance to operate the Remote Monitoring Equipment, they should promptly request support from Virtue;
5.1.2.2. taking vital signs readings with the relevant Patient Monitoring Equipment and at the time(s) specified in the Care Plan, or as requested by Virtue or the Regulated Clinical Services Provider from time to time;
5.1.2.3. receiving audio and video calls from the Regulated Clinical Services Provider via the communication platform indicated or provided by Virtue;
5.1.2.4. advising Virtue or the Regulated Clinical Services Provider verbally, by email or text message and in the Care Plan of suitable times during which calls can be received by the Patient;
5.1.2.5. ensuring that the telephone or device on which the calls are being made or received by the Patient has adequate cellular connectivity to mobile networks to enable stable calling or has WIFI calling enabled, fast internet speeds (above 10MB per second) and strong Wi-Fi signal, or is a landline;
5.1.2.6. at all times providing truthful and accurate information to Virtue about the Patient’s symptoms and their condition;
5.1.2.7. promptly responding to questionnaires regarding but not limited to the Patient’s symptoms, how they feel and patient satisfaction;
5.1.2.8. in the event of concern or deterioration of the Patient’s condition, following the appropriate Escalation Procedures (including those which apply should the Patient’s condition deteriorate outside the Hours of Operation);
5.1.2.9. adhering to medication prescriptions and ensuring the right dose of the correct medicines is taken at the appropriate times each day;
5.1.2.10. ensuring provision of and consumption of appropriate quantities of food and liquids that have a good nutritional content to support the Patient’s recovery;
5.1.2.11. advising Virtue or the Regulated Clinical Services Provider of any other care, treatment or medications the Patient is receiving from parties other than Virtue (including from the NHS), especially if this changes during the delivery of the Care Plan;
5.1.2.12. where applicable, ensuring ongoing access to and support of the Patient by their normal social care and mental health care team, throughout the duration of the Care Plan; and
5.1.2.13. following any advice, guidance and requests provided by Virtue or the Regulated Clinical Services Provider, whether given verbally or in writing; and
5.1.3. comply with any additional responsibilities of the Patient as set out in the relevant Service Schedule.
6. Remote Monitoring Equipment
6.1. Virtue shall supply and the Patient shall purchase the Remote Monitoring Equipment in accordance with the terms of the Agreement and the relevant Service Schedule.
6.2. Where applicable to the specific Virtual Hospital Services being provided to the Patient, new Remote Monitoring Equipment shall be supplied by Virtue and purchased by the Patient every 12 months and the ongoing provision of those Virtual Hospital Services shall be contingent upon renewal of the Remote Monitoring Equipment in accordance with this Clause 6.2.
6.3. Risk in the Remote Monitoring Equipment shall pass to the Patient upon delivery of that Remote Monitoring Equipment to the Patient.
6.4. The Remote Monitoring Equipment must only be used by the Patient and must not be used by any other person. Use of the Remote Monitoring Equipment by any person other than the Patient would create clinical measurements for said person which will be associated with the Patient rather than said person. Such an event would provide misleading clinical data which may create risk to the Patient of serious clinical incidents or death. Virtue, the Responsible Clinician and the Regulated Clinical Services Provider (where applicable) shall not be liable for the use of the Remote Monitoring Equipment by any person other than the Patient and shall have no responsibility for any harm to the Patient or any other person that results from a person other than the Patient using the Remote Monitoring Equipment.
6.5. Title to the Remote Monitoring Equipment shall pass to the Patient upon delivery of that equipment to the Patient.
6.6. Virtue warrants that the Remote Monitoring Equipment supplied to the Patient under the Agreement shall:
6.6.1. conform with its specification;
6.6.2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by Virtue;
6.6.3. be free from defects in design, material and workmanship and remain so for 12 months after its delivery to the Patient; and
6.6.4. comply with all applicable statutory and regulatory requirements.
6.7. The Patient shall promptly notify Virtue of any problem with or defect in the Remote Monitoring Equipment.
6.8. Virtue shall not be liable for any failure of the Remote Monitoring Equipment to comply with any warranty set out at Clause 6.6 in any of the following events:
6.8.1. the Patient makes any further use of the Remote Monitoring Equipment after notifying Virtue in accordance with Clause 6.7;
6.8.2. the problem or defect arises because the Patient failed to follow Virtue’s oral or written instructions for the storage, commissioning, installation, use or maintenance of the Remote Monitoring Equipment;
6.8.3. the Patient alters or repairs the Remote Monitoring Equipment without the written consent of Virtue; or
6.8.4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
6.9. Where the Patient has notified Virtue in accordance with Clause 6.7 and the problem or defect does fall within the warranties given at Clause 6.6, Virtue shall repair or replace the affected Remote Monitoring Equipment.
7. Modification or adjustment to the duration of the Care Plan
7.1. The Patient acknowledges that the Care Plan may need to be modified or the duration of the Care Plan may need to be adjusted, at the recommendation of the Responsible Clinician. Where such recommendation is made by the Responsible Clinician, the Patient shall immediately be notified of the recommended modification or duration adjustment and the reasons for this, together with any additional Service Charges or other fees which would be payable by the Patient as a result of the modification or duration adjustment. No modification of or duration adjustment to the Care Plan shall take effect unless the Patient has given their consent.
7.2. Alternatively, the Patient may request that the Care Plan is modified or that the duration of it is adjusted. Any such request shall be subject to the review and approval of the Responsible Clinician.
7.3. Where modification of or a duration adjustment to the Care Plan is approved in accordance with Clause 7.1 or 7.2 above (as applicable), these will be reflected in an updated Care Plan. Any additional Service Charges or other fees which would be payable by the Patient as a result of the modification or duration adjustment shall be reflected in an updated Service Schedule. Virtue shall promptly provide copies of the updated Care Plan and Service Schedule to the Patient.
7.4. If the modification of or duration adjustment to the Care Plan reduce the Service Charges payable by the Patient, Virtue shall refund to the Patient any advance payment made by the Patient of the Service Charges for Virtual Hospital Services that will no longer be required. That refund shall be paid within 30 days of the date on which the Care Plan and Service Schedule are modified.
7.5. If the modification of or duration adjustment to the Care Plan increase the Service Charges payable by the Patient, the Patient shall pay the additional Services Charges in accordance with the updated Service Schedule which has been agreed with the Patient.
7.6. If the Patient refuses to consent to modification of or a duration adjustment to the Care Plan which has been recommended by the Responsible Clinician then, depending on the circumstances surrounding that recommendation:
7.6.1. at the discretion of the Responsible Clinician, the Patient may be kept on the current Care Plan; or
7.6.2. Virtue may elect to terminate the Service Schedule with immediate effect (including, without limitation, where there are concerns about the Patient’s safety or the effectiveness of the Care Plan as a result of the Patient’s refusal).
7.7. The Patient may at any time discharge themself from the Virtual Hospital Services by notifying Virtue of this in writing. In such circumstances, the effect of such discharge shall be either to terminate the Agreement (where the entirety of the Agreement was the receipt of the Virtual Hospital Services from which the Patient has discharged themself) or to terminate the Virtual Hospital Services (where the Agreement also includes Membership or other Virtual Hospital Services which are not affected by the discharge of the Patient). Discharge of the Patient in such circumstances may also be conditional on the Patient providing written confirmation that they have discharged themselves contrary to medical advice.
8. Membership Fee, Remote Monitoring Equipment Fees, Service Charges and Payment
8.1. The Patient shall pay the Membership Fee, Remote Monitoring Equipment Fees and/or Service Charges in accordance with this Clause 8 and the relevant Service Schedule(s).
8.2. As part of the onboarding process, the Patient shall provide to Virtue valid, up-to-date and complete contact and billing details for their agreed payment method (i.e. direct debit, standing order, debit card or credit card) and hereby authorises Virtue to charge the Patient’s agreed payment method for any Membership Fee, Remote Monitoring Equipment Fees and/or Service Charges as they become due in accordance with the applicable Service Schedule(s). If The Virtual Hospital is unable to obtain payment through the Patient’s agreed payment method, the Patient undertakes to make payment of any outstanding sums within 7 days of the original due date.
8.3. The Patient shall pay the Membership Fee, Remote Monitoring Equipment Fees and/or Service Charges in the amounts and at the intervals specified in the applicable Service Schedule(s).
8.4. All sums payable under the Agreement are exclusive of VAT. Where VAT is payable, the Patient shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice.
8.5. Unless specified otherwise in the Service Schedule, the Patient shall pay each invoice properly due, issued and submitted by Virtue immediately.
8.6. Without prejudice to any other right or remedy that it may have, if the Patient fails to pay any undisputed sum which is due to Virtue under the Agreement by the due date then:
8.6.1. the Patient shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time; and
8.6.2. Virtue may suspend part or all of the Virtual Hospital Services until payment has been made in full.
9. Data protection
9.1. Virtue is the data controller of the Patient personal data, which includes special categories of data (medical/health) pursuant to Data Protection Laws.
9.2. Virtue shall ensure compliance with Data Protection Laws during the term of the Agreement.
9.3. Due to the inherent nature of the services provided to the Patient, where required, the Patient may be asked to provide explicit consent to Virtue for the processing of Patient personal data to provide the Virtual Hospital Services to the Patient.
9.4. Virtue may share Patient personal data with third parties for the purpose of providing the Virtual Hospital Services. These third parties include the medical professionals who provide the Virtual Hospital Services.
9.5. For further information on how Patient personal data is processed please refer to Virtue Privacy Notice which can be found [insert link to Privacy Notice on website].
9.6. Pursuant to Data Protection Laws, Virtue shall implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of personal data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of personal data. Virtue shall implement such measures to ensure a level of security appropriate to the risk involved including as appropriate: the pseudonymisation and encryption of personal data; the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and a process for testing, assessing and evaluating the effectiveness of Virtue’s security measures.
10. Disclaimer
10.1. The Patient acknowledges and accepts that Virtue shall have no responsibility or liability to the Patient to the extent that any injury or loss suffered by the Patient arises from the following circumstances:
10.1.1. the Primary Referrer failing to comply with the responsibilities outlined at Clause 3.3; or
10.1.2. the Patient failing to comply with their obligations under the Agreement.
10.2. While receiving the Virtual Hospital Services, the Patient shall remain under the care of the Responsible Clinician. The Patient acknowledges and agrees that:
10.2.1. such Responsible Clinician will be an independent practitioner and is not an employee of the Regulated Clinical Services Provider(s); and
10.2.2. Virtue shall not be responsible or liable to the Patient for the acts or omissions of such Responsible Clinician when providing the Virtual Hospital Services.
Such Responsible Clinician is required to hold their own indemnity insurance in respect of any private healthcare services that they carry out and will be responsible for the care and treatment that they provide to the Patient.
10.3. While Virtue, the Regulated Clinical Services Provider (where that is a different entity to Virtue) and the specified Responsible Clinician will do their best to ensure a satisfactory outcome for the Patient, no treatment is entirely risk-free and they cannot guarantee the result of providing the Virtual Hospital Services or be held responsible for the Patient’s rate of recovery. Risks and possible complications will be discussed with the Patient by the Primary Referrer prior to the referral process and onboarding process.
10.4. During the referral process or where a Patient self-refers to Virtue, Virtue shall not have any clinical responsibility for a Patient until a Service Schedule becomes legally binding on the parties in accordance with Clause 2.2.
10.5. The Patient acknowledges and accepts that:
10.5.1. clinical responsibility for the Virtual Hospital Services will reside in Virtue or the Regulated Clinical Services Provider (where that is a different entity to Virtue), which is the responsible provider of the Patient’s care;
10.5.2. where the Virtual Hospital Services consist of the acute virtual ward services:
10.5.2.1. those services are delivered under the management of a consultant specialist;
10.5.2.2. that consultant specialist is responsible, as the most senior clinician in the Patient’s care team, for the safe and effective delivery of the Care Plan;
10.5.2.3. in the event of clinical negligence or a clinical incident where the Consultant is believed to be at fault, the Patient may only direct a claim to that consultant specialist and not to the applicable Regulated Clinical Services Provider; and
10.5.2.4. in the event of clinical negligence or a clinical incident where the Consultant is not believed to be at fault, the Patient may direct a claim to the applicable Regulated Clinical Services Provider.
10.6. Virtue undertakes that it shall ensure that appropriate and adequate insurance cover is taken out by Virtue and any other party providing the Virtual Hospital Services so as to provision for the payment of damages to the Patient in the event of clinical negligence, clinical incidents or product faults in any Remote Monitoring Equipment as a result of which the Patient has a valid claim and Virtue and/or any other party providing the Virtual Hospital Services are found to be at fault.
11. Limitation of liability
11.1. Nothing in the Agreement excludes or limits either party’s liability:
11.1.1. for death or personal injury caused by that party’s negligence;
11.1.2. for fraud or fraudulent misrepresentation; or
11.1.3. any other liability which may not be excluded by law.
11.2. Subject to Clause 11.1:
11.2.1. Virtue shall not in any circumstances be liable, whether in tort (including without limitation for breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for loss of profits, loss of sales or business, loss of use or corruption of software, data or information, or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
11.2.2. Virtue’s aggregate liability, whether in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the total value of the sums paid and payable to Virtue under the applicable Service Schedule.
12. Cancellation of the Agreement
12.1. As a consumer, the Patient has a legal right to change their mind and, subject to some conditions outlined below may cancel the Agreement without giving any reason, by notifying Virtue of this within 14 days of the date of signing the Service Schedule. However, the Patient’s right to change their mind could not be exercised if the Virtual Hospital Services to be provided under that Service Schedule have been completed.
12.2. To exercise their right to cancel, the Patient must send an email to Virtue at [insert email address]. That email must contain a clear statement confirming that the Patient wishes to cancel the Agreement.
12.3. To meet the relevant cancellation deadline set out in Clause 12.1, it is sufficient for the Patient to send the email concerning their exercise of the right to cancel before the relevant cancellation period has expired.
12.4. If the Patient cancels the Agreement in accordance with this Clause 12, Virtue will reimburse to the Patient all payments received from the Patient, subject to the conditions in Clause 12.7 below.
12.5. Virtue will make the reimbursement without undue delay, and not later than 30 days after the day on which it was informed about the Patient’s decision to cancel.
12.6. The reimbursement will be paid using the same means of payment as the Patient used for the initial transaction, unless the Patient has expressly agreed otherwise.
12.7. If the Patient requested that performance of the Virtual Hospital Services was to begin during the cancellation period, the Patient shall pay to Virtue an amount which is in proportion to the Virtual Hospital Services that have been performed up to the point at which the Patient communicated to Virtue their cancellation of the Agreement.
13. Termination
13.1. Without affecting any other right or remedy available to it, either party may terminate the Agreement at any time by giving 60 days’ written notice to the other party.
13.2. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if the other party:
13.2.1. commits a material breach of any term of the Agreement and (if such breach is remediable) fails to remedy that breach within 30 days after being notified in writing to do so; or
13.2.2. repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement.
13.3. Without affecting any other right or remedy available to it, Virtue may terminate the Agreement or specified Virtual Hospital Services with immediate effect by giving written notice to the Patient if the Patient:
13.3.1. refuses to accept the provision of additional Virtual Hospital Services recommended by the Responsible Clinician, Virtue or the Regulated Clinical Services Provider to support delivery of the Care Plan or to reflect changes to the Care Plan which are made in response to changes in the Patient’s condition;
13.3.2. refuses to agree changes to the Care Plan and/or changes to the Service Charges arising from changes to the Care Plan; or
13.3.3. fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
13.4. Upon the Patient being discharged from specified Virtual Hospital Services either:
13.4.1. the Agreement shall automatically terminate (where the entirety of the Agreement was the receipt of the Virtual Hospital Services from which the Patient has been discharged); or
13.4.2. the Virtual Hospital Services shall terminate but the remainder of the Agreement shall remain in effect (where the Agreement also includes Membership or provision of Remote Monitoring Devices or other Virtual Hospital Services which are not affected by the discharge of the Patient).
13.5. For the avoidance of doubt, such discharge may occur in either of (but is not limited to) the following events:
13.5.1. on completion of the Care Plan; or
13.5.2. in the event that the Patient discharges themself while the Care Plan is still live.
14. Obligations on termination
14.1. Upon termination of the Agreement or specified Virtual Hospital Services:
14.1.1. Virtue shall immediately cease provision of the Virtual Hospital Services;
14.1.2. if applicable, Virtue shall refund to the Patient the balance of any advance payment made by the Patient for the terminated Virtual Hospital Services which relates to the period of time for which such services are not received by the Patient following termination of such services or the Agreement;
14.1.3. if applicable, the Patient shall immediately pay to Virtue all of Virtue's outstanding unpaid invoices under the Agreement and interest and, in respect of any Virtual Hospital Services supplied under the Agreement but for which no invoice has been submitted, Virtue may submit an invoice, which shall be payable immediately on receipt;
14.1.4. where applicable, any balance remaining in respect of any Membership Fee or Remote Monitoring Equipment Fees shall become immediately payable by the Patient;
14.1.5. Virtue shall cease to have any responsibility or liability for the Patient’s ongoing treatment and condition; and
14.1.6. the Patient shall, within a reasonable time, return to Virtue any equipment, materials, documents, information or items owned by Virtue that have been provided to the Patient for the purpose of receiving the Virtual Hospital Services that have been terminated.
14.2. Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
14.3. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
15. Force Majeure
15.1. Neither party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.
16. General
16.1. No partnership or agency: Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). Each party confirms it is acting on its own behalf and not for the benefit of any other person.
16.2. Variation: No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.3. Waiver: A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure by a party to exercise any right or remedy provided under the Agreement 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 Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
16.4. Severance: If any provision or part-provision of the Agreement 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 the Agreement.
16.5. Entire Agreement:
16.5.1. The Agreement 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.
16.5.2. Each party acknowledges that in entering into the Agreement 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 Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.
16.6. Assignment: The Patient shall not, without the prior written consent of The Virtual Hospital, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement. The Virtual Hospital may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
16.7. Third party rights: The Agreement does not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act 1999.
16.8. Notices:
16.8.1. Any notice required to be given to a party under or in connection with the Agreement shall be in writing and shall be:
16.8.1.1. delivered by hand or by pre-paid first-class post or other next working day delivery service to its registered office (in the case of Virtue) or to the address set out in the Service Schedule (in the case of the Patient); or
16.8.1.2. sent by email to the following email addresses (or an email address substituted in writing by the party to be served):
(i) Virtue: [EMAIL ADDRESS].
(ii) the Patient: any contact email address provided to The Virtual Hospital by the Patient.
16.8.2. Any notice shall be deemed to have been received:
16.8.2.1. if delivered by hand, at the time the notice is left at the proper address; or
16.8.2.2. 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
16.8.2.3. if sent by email, at the time of transmission.
16.8.3. This Clause 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.
16.9. Governing law: The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
16.10. Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).