Response provided under: Freedom of Information Act 2000

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Reference Number: IAR-101001570392

Response provided under: Freedom of Information Act 2000 Request and Response:

As you will be aware, under the Health and Social Care Act 2012, commissioning of Independent Mental Health Advocacy (IMHA) services became a new responsibility for local authorities as of April 2013. In 2012, academics and service users at the University of Central Lancashire published the first national study of the quality of IMHA in England for the Department of Health

(Newbigging et al, 2012). At this time, IMHA was commissioned by the PCTs. Subsequently we understand that the landscape of advocacy services providing IMHA has been changing and we would like to update the picture we have for our forthcoming book on mental health advocacy in 2015. I would be grateful therefore if you could consider the following Freedom of Information

request.

Please supply the following summary information:

1. Who commissions IMHA in your area? If this is the local authority, who or which department discharges this responsibility?

The Lead Commissioner is Cornwall Council with NHS Kernow (Clinical Commissioning Group) as an associate to the Council on these

contracts.

Since responsibility for IMHA has moved to local authorities the service is commissioned by the Contracts and Service Improvement Team within the Education, Health and Social Care directorate.

2. Please provide summary details of any arrangements you have with Health (e.g. CCG or secure hospital) for commissioning IMHA in your area. If jointly commissioned with Health, which Mental Health Trust(s) does the local authority relate to? Is there a separate arrangement with secure hospital provision locally or does the IMHA contract you commission cover patients in secure hospitals?

See above.

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It covers people who are under Section 3 of the Mental Health Act, which means they are detained for treatment.

3. Has the local authority invited advocacy providers to tender for the IMHA contract? If so, how and where was this advertised and how many providers applied for the IMHA contract?

No.

4. Who are the advocacy providers in your area who are commissioned to provide IMHA? Please supply information about the number and the name and address of all IMHA providers in your area.

The provider is SEAP.

5. Are these advocacy services commissioned by you to provide any other type of advocacy such as IMCA, generic mental health advocacy etc. as well as IMHA?

Cornwall Council is the Lead Commissioner and commissions Independent Mental Capacity Advocate (IMCA) as well.

Please supply electronic copies if possible of the following documents and/or communications:

6. Documents relating to the assessment of local needs prior to inviting tenders for IMHA contracts.

N/A. There has been no tendering process for the current advocacy contracts.

7. Service specification and invitation to tender for the IMHA contract (or service agreement if no tender was undertaken). See attached service specification and service agreement.

Please note that the name of individuals have been withheld under Section 40 (2) (Personal Information) of the Act. We are withholding this information as release could potentially identify individuals, third parties or personal information relating to an individual.

Section 40 (2) applies where disclosure of third party personal information would breach any of the Data Protection principles. The Council has a legal requirement under the Data Protection Act 1998 (“DPA”) to process personal data fairly and lawfully. The Council considers that releasing third party personal information would be unfair and as such a disclosure that would breach Principle One of the DPA.

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8. Current IMHA service contract(s) between the local authority and advocacy provider(s) and the contract value including arrangements for out of area placements.

See attached funding agreement between Cornwall Council and SEAP. Please note that the name of individuals have been withheld under Section 40 (2) (Personal Information) of the Act. We are withholding this information as release could potentially identify individuals, third parties or personal information relating to an individual.

Section 40 (2) applies where disclosure of third party personal information would breach any of the Data Protection principles. The Council has a legal requirement under the Data Protection Act 1998 (“DPA”) to process personal data fairly and lawfully. The Council considers that releasing third party personal information would be unfair and as such a disclosure that would breach Principle One of the DPA.

9. Documents relating to monitoring of the uptake of IMHA services including equalities monitoring.

Information not held.

Information provided by: Education Health and Social Care Date of response: 10 October 2014

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CORNWALL COUNCIL

CONTRACT PROCEDURE RULES

EXEMPTION APPROVAL FORM

Before completing this form, please discuss with the Strategic

Procurement Manager (or relevant Category Manager) to ensure your time is productive and to ensure that completing an exemption is the necessary action required

Rule 3 of the Contract Procedure Rules relates to exemptions from the Contract Procedure Rules

7.1 Exemption from of these Contract Procedure Rules shall only be given in exceptional circumstances and only with the prior written approval of the Strategic Procurement Manager and the relevant portfolio-holder or in their absence, the Leader or Deputy Leader. An exemption may be used, for example, where an emergency involving immediate risk to persons, property or serious disruption occurs. Exemptions may not be made retrospectively.

7.2 All exemptions, and the reasons for them, must be recorded using the designated form (available on the intranet). The Authorised Officer is responsible and accountable for making sure that the contents of the designated form are factually correct. The Authorised Officer should ensure that all supporting documentation is retained for auditing purposes. Should it be found that incorrect information has been knowingly submitted in order to obtain approval for an exemption of these rules, the Authorised Officer will be reported to the Monitoring Officer and Strategic Procurement Manager.

Name and job title of officer proposing exemption:

Withheld under Section 40 (2) (Personal Information) Department/

service: Commissioning, Performance and Improvement Education, Health and Social Care Officer contact

details: Withheld under Section 40 (2) (Personal Information) Name of manager: Withheld under Section 40 (2) (Personal Information) Name of

procurement representative:

Withheld under Section 40 (2) (Personal Information) Title of

project/contract: SEAP Advocacy (Joint contract with Health) Duration of

project/contract (inc dates):

1 April 2014 - 31st_{March 2015}

Supplier(s): SEAP known as Support, Empower, Advocate, Promote Total value of

project/contract: (value over its whole life cycle - need to disposal)

Joint contract with health

Independent Mental Health Advocate (IMHA) Community Advocacy in Restormel

Independent Mental Capacity

Advocate (IMCA) £138,802 pa Independent Mental

Capacity Advocate

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deprivation of Liberty

(IMCA DoL) £75,000 pa IMHA £60,793 pa Community advocacy in Restormel £16,803 pa £291,398 over the life of the exemption.

Underlying Principles

At least one of the following basic principles must be met to enable the Contract Procedure Rules to be exempt (evidence in support of this claim may be

requested). Please indicate which are applicable:

1 LIFE OR DEATH

There is significant chance that the life or health of officers, members, or the public will be put at real risk.

2 INCREASED COST/LOSS OF INCOME

The Council will incur significant avoidable costs or lose significant income.

3 LIMITED MARKETS

The Council would be wasting its time tendering as supply of the product or service is demonstrably restricted to one or few businesses.

4 REPUTATIONAL DAMAGE

The Council would be criticised for failing to act promptly. X 5 EMERGENCY/URGENT

Direct impact on delivery of services. X

Brief summary of aspect(s) requested to be made exempt from

The Council does not have a contract in place for this statutory advocacy service The contract with SEAP to provide Advocacy services is a jointly funded service with the NHS Kernow. The Council holds the lead commissioner role. The commissioned service provides the following advocacy services

Independent Mental Capacity Advocate (IMCA)

Independent Mental Capacity Advocate deprivation of Liberty (IMCA DoL) Independent Mental Health Advocate (IMHA)

Community Advocacy in Restormel

This document is to request an exemption to allow payments to continue to these providers outside of a valid contract to ensure that existing arrangements

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can be reviewed to enable recommendations to be made in terms of a future purchasing plan.

Due to the urgency and requirement for payment this is unable to go to open competition in accordance with the Contract Procedure Rules as the review and re-commissioning work that is currently being undertaken by the Commissioning Team in relation to Advocacy and support planning will not be completed until March 2015 subject to adequate resources being available to undertake the work.

It should be noted that the impact of the new statutory duties required under the Care Act need to be modelled by the Council and fed into the review to ensure that the new additional duties can be met.

The agreement funds a variety of advocacy services the majority of which are statutory.

The requirement to undertake a formal procurement process in accordance with Contract Procedure Rule 7 – Advertising and Rule 9 Competition Requirements is exempt to allow direct award to SEAP

Full Exemption Description/Details

Full explanation of the exemption sought and the reason(s) for seeking an exemption from the Contract Procedure Rules:

Outline of project/contract/funding stream: This agreement was put in place to fund advocacy services and is a jointly funded service with the NHS Kernow

The contracts Team are in the process of reviewing the arrangement and this will allow the Commissioning Team to analyse the Value for Money and demand for the service.

Within the constraints of arranging an exemption due consideration has been made around Value for Money and balancing of other risks and liabilities and in signing the exemption the Authorised Officer/Corporate Director or Head of Service acknowledge this has been taken into account and appropriately documented / evidenced.

The services provided are as follows:

The IMCA service support people without capacity to get the care and support they need. The IMHA service provides a similar service in the community and in hospital.

IMHA/IMCA and DoLs work to provide a better quality of life for their clients by supporting them to get listened to by professionals.

IMCA seeks to look at the least restrictive options when working with clients. This may involve allowing a client to remain in their own home with support from social services where this is what the client wants and is safe to do so.

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IMHA seek to obtain the community services their clients need to keep them safe at home and accessing appropriate therapies/care reducing the need for hospital admissions.

Whilst working with clients Advocates monitor the condition of their clients and encourage them to seek help and/or report any changes to prevent deterioration in a clients health/living circumstances. This may include safeguarding alerts. IMHA and IMCA both work to support the client to achieve access to the housing and support services most appropriate for them.

Strategic intention

The Adult Care, Health and Wellbeing Commissioning Strategies have identified a future need for advocacy services and it is intended that a review of advocacy services takes place in the near future (the estimated timescale for this review is 12 - 18 months.) Further to this corporate work is being co-ordinated around advocacy and information and advice services of which this service may be included. While this work continues the provider will require payment for

services delivered. With the planned integration of NHS Kernow with Education, Health and Social Care this piece of work will be one of the first pieces of

potential joint commissioning. Further to this a recent ruling concerning the Deprivation of Liberties Act will have a major effect on this service and will require due consideration moving forward.

Risk to the Authority (including risks if not signed off plus risks associated with signing the Exemption):

Since the increase in capacity in the directorate’s Adult Care Contracts Team, more robust contract management processes have been put into place including the creation of templates which feedback to the Commissioning Team where a contract is about to end or where there are no formal agreements in place. The contracts team are in the process of reviewing all arrangements for Adult Care services, where we identify that there is a payment for services being made under a custom and habit arrangement, but there is no agreement in place. This agreement forms part of this work

Loss of services - If the exemption is not approved and payment to providers not authorised then there is a high likelihood that the provider will become financially unstable and cease trading so services are withdrawn. This will have an extremely negative impact on the Council’s reputation. This service contains statutory provision and the directorate is at risk of not fulfilling its statutory duty in relation to advocacy and the Mental Capacity Act

Explanation of reason for exemption and mitigating actions

(please also list (if known) which Contract Procedure Rules are sought to be made exempt from):

This work forms part of the Advocacy review work that the Commissioning Team are hoping to conclude by the end of this financial year subject to having

sufficient resources to complete the work. The scope of the project has been extended since it was commenced to enable a review of the whole system as part of integration which is a much bigger piece of work. Payment to the

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provider cannot be withheld because this would cause serious cash flow

implications. Thereby risking the financial stability and ultimately the loss of the provision to service to vulnerable adults. Reputationally this is a very large risk because the protection of the vulnerable adults in our communities is a very high priority for the Council.

The exemption is sought to prevent the requirement to go to open market at this time but to allow this piece of work to be carried out in accordance with the Commissioning Team work plan in relation to the advocacy review.

What are the options other than an exemption?

If the exemption is not granted this will have a direct impact on delivery of the services and the service will have to close leaving vulnerable adults without support which will result in a serious reputational risk for the Council including a possible breach of its statutory duty.

There are no further options as payments need to be made through ERP. There may be other providers nationally who can provide this service, however, it is the only service of its type in Cornwall

What are the plans on expiry of the exemption periods as requested? The Commissioning Team will be undertaking a full review of all current

Advocacy services and assessing the impact of the Care Act during 2014/15 in order to make recommendations in relation to a future purchasing plan. The time this review will take would drastically delay the payments to the provider which would have serious cash flow implications and put both the providers financial stability and the provision to service users at risk.

The exemption is sought to prevent the requirement to go to open market at this time but to allow this piece of work to be carried out in accordance with the published commissioning intentions which form part of the Commissioning Team work plan in relation to Advocacy

During the period of the exemption the following work will also be completed by the Contracts Team;

* Contract review meeting will be held with the provider quarterly to

determine and review demand, value for Money, existing arrangements future performance reporting etc. This will inform the review that the Commissioning Team are undertaking

* Performance Analysis Template will be completed and sent to The Commissioning Team to ensure that the review has the most up to date information to enable service review

* An interim legal arrangement will be put in place in the interim period to ensure that there are robust terms and conditions to cover the exemption period.

Comments from the Strategic Procurement Manager:

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Declaration of Interest

The Council must ensure that orders and contracts are awarded on merit even where an exemption is sought, and at all times in accordance with the relevant council procedure rules and regulations and that no special favour should be shown to businesses run by, for example, friends, partners or relatives. Employees who engage or supervise contractors or have any other official relationship with contractors and have previously had or currently have a relationship in a private or domestic capacity with contractors, should declare that relationship.

In signing this exemption approval form all signatories hereby declare that no such relationship, referred to above, exists with the supplier(s) to be awarded business through this exemption process.

All signatures must be attained prior to receipt by the Strategic Procurement Manager.

Authorised Officer

Printed Name Withheld under Section 40 (2) (Personal Information) Signature

Dated (date, month,

year) 30 September 2014

Corporate Director or Head of Service

Printed Name Withheld under Section 40 (2) (Personal Information) Signature

Dated (date, month,

year) 30 September 2014

Executive Portfolio-holder

Printed Name Signature

Dated (date, month, year) Strategic Procurement Manager Printed Name Signature

Dated (date, month, year)

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Dear withheld under Section 40 (2) (Personal Information)

Provision of Services Known as IMCA, IMCA DoL Community Advocacy in Restormel and Community Mental Health advocacy (the Services) for the period up to 31 March 2015

I refer to the above.

Further to the Contract Review meeting on the 11 June 2014, I am writing to formally confirm the funding arrangements for the remainder of the financial year 2014/15 while a review of the Services is undertaken.

Provided that the Services continue to be provided fully to the satisfaction of the Council and in accordance with the terms of the contract commencing the 1st_April

2012 between the Council and SEAP please take this letter as confirmation that funding for the provision of the Services will continue to be paid pro rata at the level set out below up to and including the 31st March 2015, after which the Services will be reviewed to enable recommendations to be made as to future commissioning. IMCA £138,802 pa

IMCA DoL £75,000 pa IMHA £60,793 pa Community advocacy in Restormel £16,803 pa

If you have any questions or if you require any further information, please do not hesitate to contact me.

Yours sincerely

Withheld under Section 40 (2) (Personal Information) Contracts and Service Improvement

Adult Care, Health and Wellbeing Cornwall Council

SEAP

7th Floor, Cavendish House Breeds Place Hastings East Sussex TN34 3AA Your ref: My ref: Date: 17 June 2014

Cornwall Council, New County Hall,

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SCHEDULE 1 - DEFINITIONS AND INTERPRETATION 1. The headings in this Agreement shall not affect its interpretation.

2. References to any statute or statutory provision include a reference to that statute or statutory provision as from time to time amended, extended or re-enacted.

3. References to a statutory provision shall include any subordinate legislation made from time to time under that provision.

4. In the event and to the extent only of any conflict between the clauses and the Schedules, the clauses shall prevail over the Schedules.

5. References to clauses and Schedules are to clauses and Schedules of this Agreement unless otherwise stated.

6. References to any body, organisation or office shall include reference to its applicable successor from time to time.

7. The following terms shall have the following meanings:

“18 Week Referral-to-Treatment Target”

means the NHS’s commitment that for Consultant-led Services for Elective Care, by December 2008 no-one should have to wait more than 18 weeks from the time they are referred to the start of their treatment unless its clinically appropriate to do so or they choose to wait longer;

“2006 Act” means the National Health Service Act 2006;

“2009 Quality Payment” means a payment to reflect improvements in quality and innovation, which may be zero where this Agreement includes a locally agreed Quality Performance Incentive Scheme;

“Activity Management Plan” has the meaning given to it in paragraph 6 of Schedule 3 Part 1; “Activity Plan” means any relevant activity plan specific to a Service that may be

agreed between the Parties from time to time and set out in the relevant Service Specification, the most recent of which may be annexed in summary form to this Agreement at Annex 1 to Schedule 2 Part 1 and which shall replace all previous activity plans agreed between those Parties in relation to such Service;

“Actual Outturn Value” means the value paid by the Commissioner to the Provider on the basis of the Prices for Services delivered to the Commissioner in each Contract Year, as reconciled under clause 7 (Prices and Payment);

“Allied Health Professional” means accredited technicians, therapists and technologists in healthcare, including, but not limited to, physiotherapists, occupational therapists and podiatrists;

“Annual Contract Value” means the figure set out in Annex 2 to Schedule 3 Part 1 as the expected annual contract value of the Services for the

Commissioner;

“Annual Outturn Value” means the value paid by the Commissioner to the Provider on the basis of the Prices for Services delivered to that Commissioner in each Contract Year as reconciled under clause 7 (Prices and Payment);

“Audit Commission” means the independent public body established under the Audit Commission Act 1998 which is responsible for ensuring that public money is spent economically, efficiently and effectively in the areas of local government, housing, health, criminal justice and the fire and rescue services;

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NHS CONTRACT FOR COMMUNITY SERVICES – BILATERAL

Schedule 1 “Authorised Person” means the Commissioner or any body or person concerned with the

treatment or care of a Service User approved by the Commissioner; “Authorisation” means an authorisation by Monitor issued pursuant to section 56 of

the 2006 Act;

“Best Practice IPR” means any IPR developed by the Provider (including Improvements) in connection with or as a result of the Services that the

Commissioner might reasonably be able to use within its organisation for teaching and training of NHS best practice;

“Block Arrangement” means an arrangement described in the Service Specifications as such, where an overall fixed price is agreed which is not varied due to any changes in activity levels;

“Business Continuity Plan” means the Provider’s plan referred to in clause 4.10 relating to continuity of all of the Services, as agreed with the Commissioner and as may be amended from time to time, which for the avoidance of doubt shall include a plan in relation to the ongoing provision of the Services Environment and the Equipment or equivalent replacements thereof;

“Cabinet Office Code” means the cross-government codes issued from time to time by the Cabinet Office of the government of the UK;

“Cabinet Office Code on Workforce Matters”

means the document entitled Code of Practice on Workforce Matters in Public Sector Service Contracts produced by the Cabinet Office and dated March 2005, including, for the avoidance of doubt, all documents referred to or incorporated in it;

“Caldicott Guardian” means the senior health professional responsible for safeguarding the confidentiality of patient information;

“Capacity Review” means a review carried out in accordance with Schedule 3 Part 1; “Capacity Review Criteria” means the criteria to be satisfied for a Capacity Review to be

performed, and set out in Annex 1 to Schedule 3 Part 1;

“Care Quality Commission” means the Care Quality Commission established under the Health and Social Care Act 2008;

“Care Professional” means a person qualified in a social care related profession; “Carer” means the person responsible for the day-to-day care of a Service

User;

“CEDR” means the Centre for Effective Dispute Resolution; “Change in Control” means:

(i) any sale or other disposal of any legal, beneficial or equitable interest in any or all of the equity share capital of a corporation (including the control over the exercise of voting rights conferred on that equity share capital or the control over the right to appoint or remove directors) provided that a Change in Control shall be deemed not to have occurred if after any such sale or disposal the same entities directly or indirectly exercise the same degree of control over the relevant corporation; or

(ii) any change in the ability to control an NHS Foundation Trust, NHS Trust or NHS Body which is not covered by part (1) of this definition of Change in Control, whether by virtue of the sale or other disposal of any legal, beneficial or equitable interest of any kind, by

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Schedule 1 contract or otherwise.

“Choose and Book” means the NpfIT electronic referral service which gives patients a choice of place, date and time for their first outpatient appointment in a clinical healthcare setting;

“Clinical Coding Audit” means the annual audit conducted by the Commissioner in relation to the Provider’s clinical coding of Services provided under clause 19 (Governance Transaction Records and Audit) of this Agreement; “Clinical Negligence Scheme

for Trusts” or “CNST”

means the Clinical Negligence Scheme for Trusts established by the National Health Service (Clinical Negligence Scheme) Regulations 1996 (SI 1996 No. 251) as amended;

“Clinical Networks” means groups of commissioners and providers of healthcare and concerned with the planning and delivery of integrated healthcare over organisational boundaries;

“Code of Conduct for Payment by Results”

means the Code of Conduct for Payment by Results, Gateway Reference 8047, as amended, revised, re-issued or replaced from time to time by the Department Health;

“Commission for Social Care Inspection”

means the body corporate established by the Health and Social Care (Community Health and Standards) Act 2003 to be the independent inspectorate for social care services in England;

“Commissioner IPR” means any IPR owned by or licensed to the Commissioner which is relevant and necessary to the performance of the Services by the Provider, including without limitation the IPR set out in Schedule 16 Part 2, including Improvements;

“Commissioning Intentions” means the documents detailing the intentions of the Commissioner to commission Services which are prepared in accordance with the guiding principles published in the NHS Operating Framework and the LDP and are set out in Schedule 11 Part 2 (Commissioning Intentions);

“Competent Body” means any body that has authority to issue standards or recommendations with which either Party must comply;

“Conditions Precedent” means the conditions precedent to service delivery referred to in clause 2.2 and set out in Schedule 4 Part 1;

“Confidential Information” means any information or data in whatever form disclosed, which by its nature is confidential or which the Disclosing Party acting

reasonably states in writing to the Receiving Party is to be regarded as confidential, or which the Disclosing Party acting reasonably has marked ‘confidential’ (including, without limitation, financial

information, or marketing or development or work force plans and information, and information relating to services or products) but which is not Service User Records or information relating to a particular Service User, or Personal Data, or information to which the FOIA would apply;

“Consent” means:

(i) any permission, consent, approval, certificate, permit, licence, statutory agreement, authorisation, exception or declaration required by Law for or in connection with the performance of Services; and/or

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Schedule 1 (ii) any necessary consent or agreement from any third party needed either for the performance of the Provider’s obligations under this Agreement or for the provision by the Provider of the Services in accordance with this Agreement,

including any registration with Monitor or any Regulator;

“Consultant” means a person employed or engaged by the Provider of equivalent standing and skill as a person appointed by an NHS Body in

accordance with the Law governing the appointment of consultants; “Consultant-led Service” means a Service for which a Consultant retains overall clinical

responsibility (without necessarily being present at each Service User appointment), and in respect of which referrals of Service Users are made directly to a named Consultant;

“Contract Quarter 18 Week

Revenue”

has the meaning given to it in paragraph 10 of Schedule 3 Part 1; “Contract Query” means a query in writing issued under clause 32 (Performance

Management);

“Contract Transition Period” has the meaning given to it in clause 2.4;

“Contract Year” means each period of 12 months starting on the Service Commencement Date and each anniversary of the Service Commencement Date whilst this Agreement remains in effect, provided that the last Contract Year shall be such period as elapses between the start of such Contract Year and the earlier of the date of the expiry and the date of termination of this Agreement;

“Cost and Volume Arrangement”

means an arrangement described in the Service Specifications as such, where an overall nominal value is set for a Service that has associated unit price (s) and indicative activity levels, and the amount payable may be varied within defined tolerances (eg. £100,000 per annum contract value +/- 10% tolerance would mean that between £110,000 and £90,000 may be payable depending on the actual activity level);

“Counter Fraud and Security Management Service or CFSMS”

means the Counter-Fraud and Security Management Service Division established and maintained by the NHS Business Services Authority pursuant to the NHS Business Services Authority

Directions issued by the Secretary of State under the National Health Service Act 2006;

“Counter Fraud Professional Accreditation Board”

means the training organisation having that name;

“Critical Care” means healthcare or treatment at a higher level or more intensive level than is normally provided in an acute ward (often to support one or more of a patient’s organs) and normally forming part of a

comprehensive acute care pathway, but which may be required in other circumstances alone or together with Emergency Care; “Data Processor” has the meaning set out in the DPA;

“Data Quality Improvement Plan”

means a plan to ensure appropriate progress is made by the Provider to:

(a) improve the information that it provides to Commissioners in terms of quality, accuracy, timeliness and completeness and shall include agreed milestones for the assessment of progress against which the withholding under clause 29 (Information Requirements) is assessed;

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Schedule 1 requirements published through the Information Governance Toolkit published by the Department of Health in October 2008; and (c) develop systems to collect 18 Week Referral-to-Treatment performance data relating to Allied Health Professionals; “Debt Securities” means debentures, debenture or loan stock, bonds and notes,

whether secured or unsecured; “Data Subject” has the meaning set out in the DPA;

“Default Interest Rate” means LIBOR plus 2% per annum, and LIBOR means the London Interbank Offered Rate for six months sterling deposits in the London market;

“Department of Health” means the Department of Health in England of HM Government; “Directly Bookable Services” means Services in respect of which the Provider’s PAS is compliant

with and communicates with Choose and Book enabling available time slots to show on Choose and Book, thereby enabling a referrer to book a patient appointment directly into the Provider’s PAS; “Discharge Letter” means a document issued to the Service User by the lead Healthcare

Professional or Care Professional of the service responsible for the Service User’s care or treatment for the Service User to use in the event of any query or concern immediately following discharge, containing information about the Service User’s treatment, including without limitation:

1. the Service User’s demographics;

2. the dates of the Service User’s referral or assessment; 3. the date of the Service User’s discharge;

4. details of any care plan or treatment delivered;

5. the name of the Service User’s responsible lead Healthcare Professional or Care Professional at the time of the Service User’s discharge;

6. details of any medication prescribed at the time of discharge; 7. any other relevant or necessary information or instructions; 8. contact details for the Provider;

9. any immediate post-discharge requirement from the GP or Referrer or other healthcare or social services provider; 10. any planned follow-up arrangements;

11. whether the Service User has any relevant infection; 12. the name and position of the person to whom questions

about the contents of the Discharge Letter are addressed, and complete and accurate contact details (including telephone number) for that person;

13. and which shall where required be accompanied by a certification of sickness;

“Disclosing Party” has the meaning given to it in clause 22.1;

“Dispute” means a dispute between the Parties arising out of or in connection with this Agreement;

“DPA” means the Data Protection Act 1998; “Effective Date” has the meaning given to it in clause 2.1;

“Elective Care” means care when the decision to admit can be separated in time from the actual admission;

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Schedule 1 accordance with the requirements of any relevant Major Incident Plans;

“Equality Impact Assessment”

means a published scheme setting out what arrangements an organisation has in place to positively promote policy, practice and service delivery in respect of race, disability and gender equality; “Equipment” means anything save for the Provider’s Premises, the Services

Environment and the Staff that the Provider may use in the delivery of the Services (including, without limitation, transport);

“Escrow Arrangement” means an agreement between the Provider and the National Computing Centre (“NCC”) for the benefit of the Commissioner for the current version of the source code of software, on the basis of the appropriate NCC standard terms approved by the Commissioner; “Essential Services” means those Services, not being Mandatory Goods and Services,

which are identified by the Commissioner as being required as essential in its local health economy and set out in Schedule 2 Part 2; “Essential Services

Continuity Plan”

has the meaning given to it in clause 4.9;

“Event of Force Majeure” means an event or circumstance which is beyond the reasonable control of the Party claiming relief under clause 41 (Force Majeure), including without limitation war, civil war, armed conflict or terrorism, strikes or lock outs, riot, fire, flood or earthquake, and which directly causes that Party to be unable to comply with all or a material part of its obligations under this Agreement, but excluding Major Incidents; “Exception Report” means a report in writing made under clause 32 (Performance

Management), a pro-forma example of which is set out in Schedule 15 (Performance Monitoring Forms);

“Exclusion Criteria” means the criteria set out at paragraph 4.6 of the Service

Specifications which exclude certain Service Users from care, other than Consultant-led Services comprising Elective Care, under this Agreement;

“Excusing Notice” means a notice in writing made under clause 32 (Performance Management), a pro-forma example of which is set out in Schedule 15 (Performance Monitoring Forms);

“Expiry Date” has the meaning given to it in clause 2.3; “First Extension” has the meaning given to it in clause2.5; “First Extension Request” has the meaning given to it in clause 2.5; “FOIA” means the Freedom of Information Act 2000;

“Good Clinical Practice” means using standards, practices, methods and procedures conforming to the Law and exercising that degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled, efficient and experienced clinical services provider providing Services the same or similar to the Services at the time the Services are provided including assigning a Consultant to each Service User who will be clinically responsible for the Service User at all times during the Service User’s care by the Provider;

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Schedule 1 Practice” conforming to the Law and exercising that degree of skill and care,

diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled, efficient and experienced provider engaged in the provision of services the same as or similar to the Services at the time the Services are provided;

“GP” means a general medical practitioner or general dental practitioner registered on a performers list of a Primary Care Trust in England; “Guidance” means any applicable health or social care guidance, direction or

determination which the Commissioner and/or the Provider has a duty to have regard to, to the extent that the same are published and publicly available or the existence or contents of them have been notified to the Provider by the Commissioner and/or the Department of Health, and which for the avoidance of doubt shall include the NHS Operating Framework;

“HCAI” means “health care associated infection”, as that term is defined in section 47A of the Health and Social Care (Community Health and Standards) Act 2003;

“HCAI Reduction Plan” means the plan for each Contract Year agreed between the Provider and the Commissioner for the management and reduction of HCAI; “HM Government” means the government of the United Kingdom of Great Britain and

Northern Ireland;

“Healthcare Commission” means the Commission for Healthcare Audit and Inspection established under the Health and Social Care (Community Health and Standards) Act 2003;

“Healthcare Professional” means a person qualified in a healthcare related profession; “IM&T” means information management and technology, and is used to

describe any system or process used in connection with informatics, whether electronic or not

“Improvement” means any improvement, enhancement or modification to the Provider IPR which cannot be used independently of the Provider IPR or any improvement, enhancement or modification to the Commissioner IPR which can not be used independently of the Commissioner IPR;

“Improving Access to

Contraception Services Plan”

means a plan drawn up by the Provider and approved by the Commissioner that enables the Provider to improve access for women to the full range of contraception advice and treatment during attendance for medical or surgical abortion, including follow up arrangements for women who do not receive contraception advice or treatment at the time of the abortion;

“Indirect Losses” means loss of profits (other than profits directly and solely attributable to provision of the Services), loss of use, loss of production,

increased operating costs, loss of business, loss of business

opportunity, loss of reputation or goodwill or any other consequential or indirect loss of any nature, whether arising in tort or on any other basis;

“Information Standards Board”

means the body established in 2001 to provide an independent mechanism for the assurance and sign-off process for information standards in the NHS in England and those required by the NHS in liaising with other agencies including social services, whose website

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Schedule 1 is www.isb.nhs.uk;

“IPR” means inventions, copyright, patents, database right, trade marks, designs and confidential know-how and any similar rights anywhere in the world whether registered or not, including applications and the right to apply for all such rights;

“Institutional Investor” means an organisation whose primary purpose is to invest its own assets or those held in trust by it for others, including banks, mutual funds, pension funds, private equity firms, venture capitalists, insurance companies and investment trusts;

“JSI Report” has the meaning given to it in clause 33.10; “Joint Service Investigation” has the meaning given to it in clause 33.9;

“Law” means:

1. any applicable statute or proclamation or any delegated or subordinate legislation or regulation;

2. any enforceable community right within the meaning of section 2(1) European Communities Act 1972;

3. any applicable judgment of a relevant court of law which is a binding precedent in England;

4. Guidance;

5. National Standards; and

6. any applicable code, including without limitation the Cabinet Office Code;

in each case in force in England;

“LDP” means the local delivery plan relating to key deliverables between the Department of Health and the NHS;

“Lessons Learned” means experience derived from provision of the Services, the sharing and implementation of which would be reasonably likely to lead to an improvement in the quality of the Provider’s provision of the Services; “Local Authority” means a county council in England, a district council in England or a

London borough council; “Local Counter Fraud

Specialist” or “LCFS”

means a local counter-fraud specialist for the purposes of Schedule 13;

“Local Involvement Network” means LiNks which is an entity established pursuant to contractual arrangements made by a local authority under section 221(1) of the Local Government and Public Involvement in Health Act 2007, the function of which is to carry on in such local authority’s area the activities specified in section 221(2) of the Local Government and Public Involvement in Health Act 2007;

“Local Security Management Specialist” or “LSMS”

means a local security management specialist appointed by the Provider in accordance with Schedule 13 (NHS Counter-fraud and Security Management);

“Local Quality Improvement Plan”

means the plan set out at Schedule 3 Part 4A which forms part of the Continual Service Improvement Plan set out in the Service Specifications;

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Schedule 1 “Losses” means all damage, loss, liabilities, claims, actions, costs, expenses

(including the cost of legal or professional services), proceedings, demands and charges whether arising under statute, contract or at common law but, to avoid doubt, excluding Indirect Losses; “Major Incident” means an event or occurrence which is designated as such by

Category 1 Responders (as designated by the Civil Contingencies Act 2004) or the Major Incident Plan;

“Major Incident Plan” means the plan implemented in each Local Authority area in

accordance with the Civil Contingencies Act 2004 to plan for and co-ordinate responses to civil emergencies;

“Mandatory Goods and

Services”

means goods and/or services classified as protected or mandatory under the Provider’s Terms of Authorisation;

“Market Forces Factor” means the nationally calculated index applied to National Tariff locally as published by the Department of Health annually with the PbR Guidance;

“Material Sub-contract” has the meaning set out in Schedule 10 Part 1;

“Material Sub-contractor” means a contractor who has entered into a Material Sub-contract, and identified in Schedule 10 Part 2;

“Mental Health Act Commission”

means the special health authority responsible for monitoring and advising on the operation of the Mental Health Act 1983, and whose functions are described in s.121 of the Mental Health Act 1983; “Mixed Sex Accommodation

Reduction Plan”

means the plan agreed in accordance with the Law and Guidance between the Provider and the Commissioner which sets out

obligations, timescales and performance monitoring mechanisms to deliver substantial reductions in the number of Patients sharing with members of the opposite sex sleeping or sanitary accommodation owned or controlled by the Provider or a Sub-contractor and set out in the Service Specifications;

“Model Mediation Procedure” means the procedure set out in Schedule 9 Part 1;

“Monitor” means the public office established under the Health and Social Care (Community Health and Standards) Act 2003 with responsibility for authorising NHS Foundation Trusts and accountable to Parliament, and continuing under section 31 of the 2006 Act, and any successor body or bodies from time to time, as appropriate;

“NHS” means the National Health Service in England;

"NHS Body" means a health service body as defined in section 9 of the 2006 Act; “NHS Business Services

Authority”

means the Special Health Authority established pursuant to the NHS Business Services Authority (Establishment and Constitution Order) 2005 SI 2414/2005;

“NHS Care Records Guarantee”

means the document setting out the rules that govern information held in the NHS Care Records Service, which is reviewed at least annually by the National Information Governance Board for Health and Social Care;

“NHS Care Records Service” means the electronic patient record management service introduced by NPfIT to enable authorised healthcare professionals to access an individual patient’s integrated electronic care record at any time from

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Schedule 1 any relevant healthcare premises;

“NHS Classifications Service” means the NHS resource responsible for the delivery of national clinical classifications standards and guidance for the NHS clinical coding profession;

“NHS Connecting for Health” means the Department of Health agency responsible for the delivery of NPfIT;

“NHS Constitution” means the constitution for the NHS in England set out in the Law and/or Guidance from time to time which establishes the principles and values of the NHS in England and sets out the rights, pledges and responsibilities for patients, the public and staff;

“NHS Core Principles” means the published statement of NHS core principles set out in the preface to the NHS Plan, as may be revised from time to time by the Secretary of State;

“NHS Data Model and Dictionary”

means the reference source for information standards to support healthcare activities within the NHS in England;

“NHS Foundation Trust” means an NHS foundation trust as defined in section 30 of the 2006 Act;

“NHS Injury Benefit Scheme” means the injury benefit scheme that provides benefits for employees of the NHS whose earnings are affected as a result of an injury or condition caused wholly or materially by their NHS employment; “NHS Operating Framework” means the national operating framework for the NHS published

annually by the Department of Health which details key targets and priorities for the NHS;

“NHS Plan” means the Department of Health command paper “The NHS Plan” with Gateway reference 2000 presented to Parliament by the Secretary of State in July 2000 and which outlines the vision of a health service designed around the patient;

“NHS Security Management Professional Accreditation Board”

means the training and accreditation board of that name or any successor organisation;

“NHS Trust” means a body established under section 25 of the 2006 Act; “NPfIT” means NHS Connecting for Health’s “National Programme for

Information Technology” approved by the Department of Health on 12 June 2002 which is the procurement and implementation

programme that will deliver the NHS IM&T strategy called “Delivering 21st Century IT Support for the NHS - National Strategic

Programme”;

“National Audit Office” means the independent office established under the National Audit Act 1983 which conducts financial audits and reports to Parliament on the spending of public money and any successor body;

“National Information

Governance Board for Health and Social Care”

means the body which provides leadership and promotes consistent standards for information governance across health and social care; “National Institute for Health

and Clinical Excellence” or “NICE”

means the special health authority responsible for providing national guidance on the promotion of good health and the prevention of ill health;

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Schedule 1 and/or Guidance as amended from time to time;

"National Tariff" means the list of prices published from time to time by the Department of Health and applied in line with:

(i) Department of Health guidance from time to time in issue; (ii) all Law underpinning National Tariff construction and coding, charging and recording methodologies,

in particular the Code of Conduct for Payment by Results, the Implementation Support Guide for Payment by Results and the operation of Secondary Uses Services (SUS) to support Payment by Results, each as amended from time to time;

“National Variation” means a Variation reasonably required by a Party to reflect changes the Department of Health makes to the mandatory elements,

including those mandatory elements to be locally defined, of the NHS standard contract for community services as published annually alongside the NHS Operating Framework;

“Negotiation Period” has the meaning given to it in clause 28; “New Party” has the meaning given to it in clause 48;

“Next Stage Review” means “High Quality Care for All – the NHS Next Stage Review Final Report” presented to Parliament by the Secretary of State in June 2008, with Gateway reference 10106;

“Next Stage Review Local Implementation Plan”

means the relevant plan agreed within an SHA for the delivery of the objectives for the NHS set out in the Next Stage Review;

“Non Contract Activity” means any care provided to an NHS patients or service users who is not the responsibility of the Commissioner under this Agreement; “Non-Elective Care” means care that is not Elective Care, including:

(i) Critical Care, whether or not provided with emergency Care; (ii) emergency Care; and

(iii) Unscheduled Care, whether or not it is also emergency Care;

“Non-Tariff Price” has the meaning given to it in clause 7.3;

“Operational Day” means a day other than a Saturday, Sunday or bank holiday in England;

“Order” means an order made by the Secretary of State for Health pursuant to section 53 or section 54 of the 2006 Act;

"Package of Care" means any assessment, treatment, nutrition, support,

accommodation and other elements of care to be provided under the Service and relating to a referral or an emergency presentation; “Parties” means the Commissioner and the Provider, and “Party” means any

one of them;

“Parties in Dispute” means the Commissioner as one Party in Dispute, and the Provider, as the other;

“PAS” means patient administration system;

“Pathway” means an evidence based plan of goals and key elements of care for a Service User that facilitates the communication, co-ordination of roles and sequencing of the activities of a multidisciplinary care team, Service Users and Carers, the aim of which is to enhance the quality

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Schedule 1 of care by improving Service User outcomes, promoting Service User safety, increasing Service User satisfaction and optimising the use of resources;

“Patient Booking” means the procedures for patient booking set out in Schedule 3 Part 2;

“Patient Choice” means the commitment to free choice in Elective Care which requires that all patients who require a referral for Elective Care from their GP or primary care professional for a first Consultant-led Service

outpatient appointment shall be able:

(a) to choose to be treated by any provider that meets relevant eligibility criteria; and

(b) to choose the time and date for their booked appointment, at the time they are referred;

"Patient Safety Incident" means any unintended or unexpected incident which could have led or did lead to harm to one or more Service Users receiving NHS-funded care;

“Payment by Results” or “PbR”

means the NHS financial system, the rules and core principles of which are set out in the Code of Conduct for Payment by Results; “PbR Data Assurance

Framework Audit”

means the Audit Commission’s independent, targeted, external data quality audit programme covering the data quality underpinning the payments made by all Primary Care Trusts to NHS Trusts and NHS Foundation Trusts

;

“PbR Guidance” means the Department of Health guidance on the operation of Payment by Results as may be set out from time in the NHS Operating Framework;

"Performance Notice" means a notice in writing given under clause 32 (Performance Management), a pro-forma example of which is set out in Schedule 15 (Performance Monitoring Forms);

"Personal Data" has the meaning set out in the DPA; “Price” has the meaning given to it in clause 7.2; “Primary Care Trust” or

“PCT”

means a primary care trust established by the Secretary of State in accordance with section 16A of the National Health Service Act 1977 and continuing in existence under section 18 of the 2006 Act;

“Principles and Rules for Cooperation and

Competition”

means the rules of procedure published by the Department of Health within the NHS Operating Framework 2007/2008 and that apply to all Primary Care Trust contracted/funded services, as amended from time to time;

“Prior Approval” means the prior approval by the Commissioner of care or treatment, including diagnostics, for an individual Service User or a group of Service Users as set out in Schedule 3 Part 1;

“Prior Approval Scheme” means any scheme for the giving of Prior Approval by the Commissioner;

“Prohibited Acts” has the meaning given to it in clause 37 (Prohibited Acts);

“Protected Asset” means an asset classified as protected under the Provider's Terms of Authorisation;

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Schedule 1 “Provider Insolvency Event of

Default”

means the occurrence of any of the following events in respect of the Provider:

1. the Provider is, or is deemed for the purposes of any law to be, unable to pay its debts or insolvent;

2. the Provider admits its inability to pay its debts as they fall due;

3. the value of the Provider’s assets is less than its liabilities (taking into account contingent and prospective liabilities); 4. the Provider suspends making payments on any of its debts

or announces an intention to do so;

5. by reason of actual or anticipated financial difficulties, the Provider commences negotiations with creditors generally with a view to rescheduling any of its indebtedness;

6. a moratorium is declared in respect of any of the Provider’s indebtedness;

7. the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Provider;

8. a composition, assignment or arrangement with any creditor of any member of the Provider;

9. the appointment of a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer (in each case, whether out of court or otherwise) in respect of the Provider or any of its assets;

10. a resolution of the Provider or its directors is passed to petition or apply for the Provider’s winding up or administration;

11. the Provider’s directors giving written notice of their intention to appoint a liquidator, trustee in bankruptcy, judicial

custodian, compulsory manager, receiver, administrative receiver, or administrator (whether out of court or otherwise); or

12. if the Provider suffers any event analogous to the events set out in 1 to 11 of this definition in any jurisdiction in which it is incorporated or resident;

“Provider IPR” means any IPR owned by or licensed to the Provider (other than by the Commissioner) that will be used by the Provider in the delivery of the Services, as set out in Schedule 16 Part 1, including

Improvements;

"Provider's Premises" means premises controlled by the Provider and used for any purposes connected with the provision of the Services; “Public Company” means a company which:

(i) has shares that can be purchased by the public;

(ii) has an authorised share capital of at least £50,000 with each of the company’s shares being paid up at least as to one quarter of the nominal value of the share and the whole of any premium on it; and (iii) has securities listed on a stock exchange in any jurisdiction; “Quality and Performance

Indicator”

means the quality standards specific to a Service that may be set out in the relevant Service Specification as Quality and Performance Indicators, which may be annexed in summary form to this Agreement at Annex 2 to Schedule 2 Part 1 (and as may be amended by the Parties from time to time in accordance with the requirements or recommendations of NICE);

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Schedule 1

“Quality Performance Incentive Scheme”

means any performance incentive scheme set out in Schedule 18 (Performance Incentive Schemes);

“Quality Performance Incentive Scheme Indicator”

means an indicator or measure of the Provider’s performance in relation to Quality Performance Incentive Schemes, as may be set out in Schedule 3 Part 4;

“Quality Performance Incentive Scheme Payment”

means a payment due to the Provider for having met the goals set out in a Quality Performance Incentive Scheme;

“Quarter” means each 3-month period commencing 1 April, 1July, 1 October and 1 January;

“RSAP Report” has the meaning given to it in clause 33.13;

“Reconciliation Point” means the date 30 calendar days after the end of each calendar month during the term of this Agreement, on which the data for such calendar month is considered final;

“Referrer” means:

(i) the NHS Body that refers a Service User to the Provider for assessment and/or treatment;

(ii) the Service User’s GP;

(iii) any organisation, legal person or other entity which is permitted or appropriately authorised in accordance with the Law to refer the Service User for assessment and/or treatment by the Provider; or

(iv) any individual Service User who presents directly to the Provider for assessment and/or treatment;

“Regulator” means the Care Quality Commission, the Healthcare Commission, the Mental Health Act Commission, or the Commission for Social Care Inspection, as appropriate;

“Remedial Action Plan” means a plan to rectify a breach of or performance failure under this Agreement, including any breach of the Activity Plan, specifying targets and timescales within which such targets shall be achieved; “Remedial Service Action

Plan”

means a plan to rectify a failure to meet a Service Quality

Performance Indicator under this Agreement, specifying targets and timescales within which such targets shall be achieved;

“Responsible Commissioner” means the Service User’s responsible Commissioner as determined in accordance with the Law and applicable Guidance (including without limitation ‘Who Pays? Establishing the Responsible

Commissioner’, Gateway reference 8448, as amended from time to time);

“Restoration Notice” means a notice in writing to restore a Service or Services given under clause 34.7;

“Restricted Person” means any person:

(i) other than an Institutional Investor who has a material interest in the production of tobacco products or alcoholic beverages; or (ii) whom the Commissioner reasonably believes is inappropriate for public policy reasons to have a controlling interest in the Provider or in a Material Sub-contractor;

.

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Schedule 1 “Review Record” has the meaning given to it in clause 8.4;

“Schedule” means a schedule to this Agreement;

“Screening Programmes” means co-ordinated NHS activity that aims to identify early indications of particular conditions in patients;

“Secretary of State” means the Secretary of State for Health;

“Section 10 Arrangement” means an arrangement made under section 10 of the Children Act 2004 to promote co-operation with a view to improving the well-being of children;

“Section 75 Arrangement” means an arrangement between a Local Authority and an NHS Body made under section 75 of the 2006 Act, or under section 31 Health Act 1999, for the provision of combined health services;

“Security” means Shares, Debt Securities, units in a collective investment scheme (as defined in the Financial Services and Markets Act 2000), miscellaneous warrants, certificates representing debt securities, warrants or options to subscribe or purchase securities, other securities of any description and any other type of proprietary or beneficial interest in a limited company;

“Serious Untoward Incident" means an incident or accident or near-miss where a patient (whether or not a Service User), member of staff, or member of the public suffers serious injury, major permanent harm or unexpected death and where the actions of the Provider, the Staff or the Commissioner are likely to be of significant public concern;

“Services” means the services provided or to be provided by the Provider pursuant to and in accordance with this Agreement, as set out in each of, or as the context admits, all of the Service Specifications; “Service Commencement

Date”

"Services Environment" means the rooms, theatres, wards, treatment bays, clinics or other physical location, space, area, accommodation or such other place as may be used or controlled by the Provider from time to time in which the Services are provided, excluding domiciliary care settings, Local Authority premises, schools and premises controlled by the Commissioner;

“Service Model” means the statement or diagram showing various elements of the Services and key linkages with other services providers including Sub-contractors as set out in the Service Specifications;

“Service Quality Performance Report”

“Service Quality Review Meeting”

"Services" means the services as set out in each of, or, as the context admits, all of the Service Specifications, provided or to be provided by the Provider pursuant to and in accordance with this Agreement; "Service Specifications" means the service specifications set out in Schedule 2 (The

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Schedule 1

"Service User" means a patient, service user, client or customer of the

Commissioner or any patient, service user, client or customer who is referred or presents to the Provider or otherwise receives Services under this Agreement;

"Service User Record" means a record which consists of information relating to the particular physical or mental health or condition of a Service User;

"Service Variation" means a Variation reasonably requested by a Party that relates to any Service/s and which reflects:

(a) the assessment by the Commissioner of care needs, availability of alternative providers and demand for services;

(b) the joint assessment by the Provider and the Commissioner of the quality and clinical viability of the Service/s and the Services

Environment; or

(c) the likely impact of any modernisation and/or reconfiguration of care that might affect the Service/s;

“Shares” has the meaning given to the term in section 540 of the Companies Act 2006, including preference shares;

“Small Provider” means a provider with fifty or fewer full time equivalent employees whose Annual Contract Value under this Agreement is £130,000 or less;

"Staff" means all persons (whether clinical or non-clinical) employed or engaged by the Provider (including volunteers, agency, locums casual or seconded personnel) in the provision of the Services or any activity related to, or connected with the provision of the Services, including Consultants;

“Strategic Health Authority” or “SHA”

means an authority established under section 8 of the National Health Service Act 1977 and continuing in existence under section 13 of the 2006 Act;

"Sub-contractor" means any NHS Body or other body corporate or person or

consortium of persons engaged by the Provider as its permitted sub-contractor for or to assist in the provision of the Services;

“Subsequent Extension” has the meaning given to it in clause 2.7; “Subsequent Extension

Request”

“SUS” means the “Secondary Uses Services”, being the management and information reporting service of the NHS Care Records Service; “Suspension Notice” means a notice in writing to suspend or restore a Service or Services

given under clause 34.6;

"Terms of Authorisation" means, where the Provider is an NHS Foundation Trust, the terms under which the Provider is authorised to operate as an NHS Foundation Trust by Monitor, as amended from time to time; “Transaction Records” has the meaning given to it in clause 19.4;

“Transfer of and Discharge from Care Protocols”

means the protocols for transfer of and discharge from care set out in each Service Specification;