PHF’s i-Bill Lite Bill Conversion Service

1 ENTIRE AGREEMENT

1.1 This agreement and the information referred to in it including the General Terms, constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this agreement.

1.2 The Services and General Terms form part of this agreement and shall have effect as if set out in full in the body of this agreement and any reference to this agreement includes the Services and General Terms.

1.3 Each of the parties acknowledges and agrees that in entering into this agreement, and the information referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it shall be for breach of contract under the terms of this agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.

1.4 In this agreement the following definitions apply:-

“Business Day” any day which is not a Saturday, a Sunday or a bank or public holiday in England;

“Business Hours” any hours between 9:00am and 5:00pm on a Business Day;

“Confidential Information” all information and/or data belonging to or relating to the Client, its businesses, activities, affairs, services or patients disclosed (whether in writing, orally or by any other means and whether directly or indirectly) by the Client to PHF whether before, on or after the date of this agreement;

“Data Protection Legislation” all statutes, enacting instruments, common law, regulations, directives, codes of practice, circulars, guidance notes, decisions, recommendations and the like (whether in the UK or the EU) concerning the protection and/or processing of personal data;

“Employment Liabilities” all costs, claims, demands, liabilities, expenses, damages or losses (including without limitation consequential losses and loss of profit, and all interest, penalties and legal and other professional costs and expenses) arising from all and any laws relating to or connected with (1) the employment or dismissal of employees, and (2) the engagement use and termination of individuals other than employees who provide services;

“Intellectual Property Rights” shall mean:- (a) copyrights (including without limitation rights in computer software and topography rights), patents, trade marks, domain names, rights in designs, databases, operating systems and specifications (both registered and unregistered); (b) applications for registration, and the right to apply for registration, for any of these rights; (c) know-how, trade secrets and other confidential information; and (d) all corresponding rights of a similar nature in any part of the world;

“PHF Materials” any documents or other materials and any data or other information provided by PHF relating to the provision of the Services;

“Services” the various services detailed in these terms and conditions as modified, added to or replaced during the term of this agreement;

“System” the computer systems used to provide part of the Services as provided for in terms and conditions.

THE SERVICES

1 BILL CONVERSION

1.1 PHF will provide the following services for all new business:-

1.1.1 Invoicing

(a) The Client will provide PHF with appropriate information with which to raise an e-bill to the insurer. This may be by phone, fax, mail or e-mail.

(b) Individual electronic invoices shall be created and sent to the relevant insurer payee. PHF will act as the Client’s agent in this capacity.

2 WEBSITE

2.1 PHF will provide the Client with access to its secure website - www.phf.uk.com.

2.2 The Client will provide PHF with security details in order to access the site and will ensure that these details are kept secure and confidential at all times.

2.3 PHF undertakes to maintain availability of the website at all times, but does not guarantee availability.

2.4 The Client agrees to the display of their name and practice information on the website, unless they request otherwise.

2.5 The terms of use of the website are displayed on the website under the section “Terms & Conditions”. By using the website, the Client agrees these terms of use in addition to the terms in this Agreement.

3 OTHER

3.1 PHF will undertake a full data back-up at the end of each working day.

3.2 PHF may contact the Client to undertake a Satisfaction Survey at the Client’s convenience. A Satisfaction Survey will generally occur after 3 months and after every 6 months thereafter. This may be waived at the Client’s request.

3.3 PHF will allocate a named Finance Manager to take overall responsibility for the smooth-running of the Client’s practice, in conjunction with the rest of PHF’s practice management team, based on the size and complexity of the Client’s practice.

3.4 PHF will endeavour to maintain continuity of the Finance Manager wherever possible, though PHF reserves the right to change the Finance Manager from time to time, depending on business circumstances, changes in the size and/or complexity of the Client’s practice, or other changes in the Client’s requirements of PHF.

3.5 PHF operates during Business Hours.

3.6 Support is available during Business Hours, when the practice management team will, wherever possible, answer telephone enquiries on the Client’s dedicated practice telephone number. An out-of-hours message service is operated, which is acted upon immediately during the next Business Day.

THE GENERAL TERMS

1 INTERPRETATION

1.1 In this agreement (except where the context otherwise requires):

1.1.1 any reference to a clause or schedule is to the relevant clause or schedule of or to this agreement and any reference to a sub-clause or paragraph is to the relevant sub-clause or paragraph of the clause or schedule in which it appears;

1.1.2 the clause headings are included for convenience only and shall not affect the interpretation of this agreement;

1.1.3 use of the singular includes the plural and vice versa;

1.1.4 use of any gender includes the other genders;

1.1.5 any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to:

(a) such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re enacts, consolidates or enacts in rewritten form any such legislation; and

(b) any former legislation which it re-enacts, consolidates or enacts in rewritten form.

1.1.6 any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2 PHF’S OBLIGATIONS

2.1 PHF shall provide the Services to the Client during the period of this agreement in accordance with the provisions of this agreement.

2.2 PHF shall provide the Services with all reasonable skill and care to be expected from a company experienced in the provision of services of the size, type, scope and complexity of the Services.

2.3 When providing the Services, PHF shall print all statements, invoices, correspondence or other communications to be sent to patients, insurance companies, agencies or other third parties of the Client in accordance with the template provided by the Client, as far as is reasonable and practical.

2.4 PHF shall use all reasonable endeavours to procure that the Client has access from time to time to the System as set out in Schedule 1 for the purposes of enjoying the benefit of the Services.

2.5 PHF shall comply in all material respects with all requirements under statute, statutory instrument and other applicable law and of any competent authority from time to time in relation to the supply of the Services.

3 THE CLIENT’S OBLIGATIONS

3.1 The Client undertakes and agrees with PHF during the term of this agreement:

3.1.1 to act at all times in its relations with PHF dutifully and in good faith;

3.1.2 to supply to PHF at the Client’s expense and in a timely manner all documentation and information and such other support as are required to enable PHF to provide the Services and properly and efficiently discharge its duties under this agreement;

3.1.3 to respond to telephone messages, text messages (“SMS”), e-mail messages and messages delivered over PHF’s secure website within a reasonable time period;

3.1.4 to set aside reasonable time as requested by PHF to help PHF effectively undertake its duties;

3.1.5 not carry out himself nor appoint any other person, firm or company to carry out services similar to or the same as the Services in respect of any of his patients/claimants;

3.1.6 to provide his own personal computer for use with PHF’s services;

3.1.7 to provide, at his own expense, internet connection capable of accessing the System;

3.1.8 to comply with its obligations set out in Schedule 1.

3.2 In consideration of the Services to be supplied in accordance of this agreement, the Client agrees to pay the Charges to PHF in accordance with Schedule 2.

3.3 The Client authorises PHF to scan the Client’s signature and to use it to reasonably carry out its duties, including (but not limited to):

3.3.1 Arrangement of insurance companies and other third parties to make invoice payments to PHF’s Client Account;

3.3.2 Redirection of correspondence to an address used by PHF for processing;

3.3.3 Make other arrangements as instructed by the Client.

3.4 To enable PHF to carry out its duties, the Client authorises PHF to make and receive payments directly on his behalf.

4 VAT All sums payable under this agreement unless otherwise stated are exclusive of Value Added Tax which shall be payable by the Client in addition to such sums at the rate and in the manner prescribed by law.

5 CHANGES

5.1 PHF reserves the right to make changes to:

5.1.1 the Services offered to the Client; and

5.1.2 the Charges payable by the Client.

5.2 PHF shall provide the Client with not less than one month’s written notice of any proposed changes to the Services or the Charges and the Client shall have the right to terminate this agreement at the date such proposed change is to take effect by serving notice in writing within 14 days of receipt of the notice of the change.

5.3 In any case, PHF shall not make changes to the Charges payable by the Client within 6 months of the Commencement date.

5.4 Save for any changes to the Services and the Charges in accordance with clauses 5.1 and 5.2, no variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.

6 INSURANCE

6.1 PHF shall have in place with effect from the Commencement Date adequate insurance policies with reputable insurers, minimum details of which are set out in clause 6.2 below.

6.2 PHF will provide as a minimum:

6.2.1 employer’s liability insurance of not less than statutory requirements in respect of each incident or series of associated incidents;

6.2.2 public liability insurance of not less than £5 million in respect of each incident or series of associated incidents;

6.2.3 insurance in respect of accidental loss of or damage to property in connection with the performance by PHF of its obligations in this agreement.

7 LIABILITY

7.1 PHF sole liability in respect of loss of data is to restore the data onto PHF’s database.

7.2 Where the Client uses the VPM Finance service, provided that the Client provides the relevant information in accordance with paragraph 3.1.1 of Schedule 1, if PHF fails to send invoices to patients or alternative payers within 90 days of treatment, PHF sole liability shall be to reimburse the Client a sum equal to the value of the relevant invoices.

7.3 PHF shall not be liable for any loss or damage sustained or incurred by the Client or any third party (including without limitation any loss of data) resulting from the provision of the Services unless such loss or damage is caused by the negligence or wilful misconduct of PHF, its employees, agents or sub-contractors. For the avoidance of doubt, PHF shall not be liable for any loss or damage arising in respect of any errors or omissions or otherwise in respect of the contents of any transcripts and it shall be the responsibility of the Client to check these carefully.

7.4 PHF’s total liability under or in connection with this agreement whether by negligence, breach of contract, misrepresentation or otherwise, in respect of each event, or a series of connected events howsoever arising shall be limited in aggregate to the total value of the Charges paid by the Client.

7.5 Except as set out in this agreement, the terms and conditions of any document referred to in this agreement and any and all conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the Services, are excluded.

7.6 Notwithstanding anything else contained in this agreement PHF shall not be liable to the Client for loss of profits or contracts or other indirect or consequential loss whether arising from negligence, breach of contract or howsoever.

7.7 For the avoidance of doubt, the provision of medical advice and medical services to a patient/claimant remains the responsibility of the Client and PHF shall not be liable for any claims relating thereto and the Client shall indemnify PHF and keep PHF fully and effectively indemnified on demand against any loss of or damage to any property or injury to or death of any person caused by the provision of such medical advice or medical services or by any negligent act or omission or wilful misconduct of the Client, its employees, agents or sub-contractors.

7.8 The above exclusions shall apply to the fullest extent permissible at law but, nothing in this agreement shall operate to exclude or restrict PHF’s liability for death or personal injury resulting from its negligence or fraud.

7.9 Each party hereby agrees that the limitations on liability contained in this clause 7 are reasonable in the circumstances.

8 DEFAULT INTEREST

8.1 If the Client fails to pay any amount payable by it under this agreement, PHF shall be entitled but not obliged to charge the Client interest on the overdue amount, payable by the Client forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of four (4) per cent per annum above the base lending rate for the time being of Royal Bank of Scotland plc. Such interest shall accrue on a daily basis and be compounded quarterly.

8.2 PHF reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9 DATA PROTECTION

9.1 The Client warrants to PHF that it has registered or applied to register itself under the Data Protection Act 1998 in respect of all personal data held by it.

9.2 The Client warrants and undertakes to PHF that it will obtain all necessary consents from data subjects in relation to the processing of personal data by PHF under this agreement including without limitation the explicit consent of patients/claimants in relation to sensitive personal data relating to patients/claimants to be disclosed to PHF by the Client and processed by PHF under the terms of this agreement.

9.3 PHF shall comply with the requirements of the Data Protection Legislation in connection with the processing of personal data by PHF under this agreement.

9.4 The Client agrees to indemnify and keep indemnified PHF from and against all reasonable and proper costs, claims, demands, liabilities, expenses, damages or losses (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) arising out of or in connection with the breach by the Client of the warranties and undertakings in clause 9.1 and clause 9.2.

10 INTELLECTUAL PROPERTY

10.1 Subject to clause 10.4, all Intellectual Property Rights belonging to either PHF and the Client as at the Commencement Date, shall remain at all times PHF’s or the Client’s property as appropriate and neither party will acquire any right, title and/or interest in the other party’s Intellectual Property Rights as a result of this agreement except the rights to use the other party’s Intellectual Property Rights for the purpose of carrying out their respective obligations under this agreement. Neither party shall during or after the expiry or termination of this agreement in any way question or dispute the ownership of the other party’s Intellectual Property Rights.

10.2 Each party hereby grants a non-exclusive non-transferable licence to the other party to use their Intellectual Property Rights for the purpose of performing their respective obligations under this agreement. Upon expiry or termination of this agreement each party shall forthwith discontinue the use of the other party’s Intellectual Property Rights without any compensation for such discontinuation.

10.3 The Client warrants to PHF that the use by PHF of any of the Client’s Intellectual Property Rights for the purpose of this agreement shall not infringe the Intellectual Property Rights of any third party and the Client shall indemnify PHF against all reasonable and proper costs, claims (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) arising out of or in connection with the breach by the Client of the warranty under this clause 10.4.

10.4 Any PHF Materials shall belong to PHF but PHF shall grant to the Client a perpetual, non-exclusive, non-transferable licence to use any Intellectual Property Rights or other rights which it may have in such PHF Materials for no further consideration upon completion of the relevant Service under this agreement subject to payment in full to PHF of PHF’s Charges and any additional sums payable.

10.5 For the avoidance of doubt, it shall be the Clients’ responsibility to obtain any licences it may require for software on the Client’s personal computer required to access data from the System.

11 EMPLOYEE LIABILITIES The Client shall indemnify and keep indemnified PHF against any Employment Liabilities which PHF may suffer or incur in connection with any person employed by, engaged by or providing services to the Client, including for the avoidance of doubt any liability arising from the operation of the Transfer of Undertakings (Protection of Employment) Regulations 1982, as amended.

12 SET-OFF All amounts due from the Client to PHF under this agreement shall be paid in full without any deduction or withholding other than as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against PHF in order to justify withholding payment of any such amount in whole or in part.

13 WAIVER The failure to exercise wholly or partially or delay in exercising a right or remedy provided by this agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. A waiver of a breach of any of the terms of this agreement or of a default under this agreement does not constitute a waiver of any continuing breach or of any other breach or default and shall not affect the other terms of this agreement. A waiver of a breach of any of the terms of this agreement or of a default under this agreement will not prevent a party from subsequently requiring compliance with the waived obligation. The rights and remedies provided by this agreement are cumulative and (subject as otherwise provided in this agreement) are not exclusive of any rights or remedies provided by law. Any waiver, to be effective, must be in writing.

14 FORCE MAJEURE

14.1 In this agreement, “force majeure” shall mean any cause preventing either party from performing any or all of its obligations (other than payment) which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of the party so prevented or of any other party), unavailability of raw materials, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.

14.2 If either party is prevented or delayed in the performance of any of its obligations (other than payment) under this agreement by force majeure, that party shall forthwith serve notice in writing on the other party specifying the nature and extent of the circumstances giving rise to force majeure, and shall subject to service of such notice have no liability in respect of the performance of such of its obligations as are prevented by the force majeure events during the continuation of such events, and for such time after they cease as is necessary for that party, using all reasonable endeavours, to recommence its affected operations in order for it to perform its obligations.

14.3 If either party is prevented by force majeure from performance of its obligations for a continuous period in excess of 3 months the other party may terminate this agreement forthwith on service of written notice upon the party so prevented, in which case neither party shall have any liability to the other except that rights and liabilities which accrued prior to such termination shall continue to subsist.

15 TERMINATION

15.1 Without prejudice to any other rights to which it may be entitled, either party may give notice in writing to the other terminating this agreement with immediate effect if:

15.1.1 the other party commits any material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified of the breach;

15.1.2 the other party has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the other party or any steps are taken (including, without limitation, the making of an application or the giving of any notice) by the other party or any other person for the appointment of an administrator in respect of the other party, or any proceedings are commenced relating to the insolvency or possible insolvency of the other party or if the other party takes or suffers any similar or analogous action in consequence of debt;

15.1.3 the other party suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under this agreement or any other contract between the parties to this agreement, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the other party ceases to trade.

15.2 Without prejudice to any other rights to which it may be entitled, PHF may give notice to the Client terminating the agreement with immediate effect if the Client purports, save as expressly provided by this agreement, to assign its rights or obligations under this agreement.

16 EFFECTS OF TERMINATION

16.1 Termination of this agreement however caused shall be without prejudice to any rights or liabilities accrued at the date of termination.

16.2 Upon termination:

16.2.1 each party shall return to the other any property of the other party that it then has in its possession or control including without limitation any accounts, patients/claimants records, equipment or confidential information belonging to the other party;

16.2.2 PHF shall be entitled to enter any of the Client’s premises and recover any equipment or materials which are the property of PHF and the Client irrevocably licences PHF, its agents, employees and representatives to enter any such premises for that purpose;

16.2.3 all Charges shall become immediately due and payable.

16.3 Subject to clause 16.2 all other rights and licences of the Client under this agreement shall terminate on the termination date.

17 NO PARTNERSHIP/AGENCY Nothing in this agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other, and neither party shall have 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).

18 ASSIGNMENT AND SUB-CONTRACTING

18.1 Save as provided in clause18.2, neither party shall, without the prior written consent of the other party, (such consent not to be unreasonably conditioned, withheld or delayed) assign, transfer, charge or deal in any other manner with this agreement or any of its rights under it, nor purport to do any of the same, nor sub-contract any or all of its obligations under this agreement. Each party is entering into this agreement for its benefit and not for the benefit of another person.

18.2 PHF shall be entitled to subcontract any or all of its obligations provided that PHF remains responsible for the fulfilment of its obligations set out in this agreement.

19 CONFIDENTIALITY

19.1 During the period of this agreement and at any time thereafter, PHF shall:

19.1.1 keep the Confidential Information confidential;

19.1.2 not disclose the Confidential Information to any other person other than with the prior written consent of the Client;

19.1.3 not use the Confidential Information for any purpose except the performance of its obligations under this agreement;

19.2 During the period of this agreement PHF may disclose the Confidential Information to members of its group, employees, agents or contractors to the extent that it is reasonably necessary for the purposes of this agreement.

19.3 The obligations contained in clause 19.1 above shall not apply to any Confidential Information which:

19.3.1 is at the date of this agreement in or at any time after the date of agreement comes into the public domain other than through breach of this agreement by PHF;

19.3.2 can be shown by PHF to the reasonable satisfaction of the Client to have been known by PHF prior to it being disclosed by the Client;

19.3.3 subsequently comes lawfully into the possession of PHF from a party who has not derived it directly or indirectly from PHF and who is rightfully in possession of such Confidential Information and who is not bound as to its use or disclosure by an obligation of confidence or secrecy to the Client;

19.3.4 is required to be disclosed by any applicable law or regulation or by any governmental or administrative authority or by an order of any court of competent jurisdiction; or

19.3.5 is required to be disclosed by the regulations of any recognised investment exchange on which PHF’s securities are traded or the Panel on Takeovers and Mergers or other regulatory organisation.

19.4 On termination of this agreement for whatever reason PHF shall deliver up to the Client any documents, records, other property or copies of any of these that they may hold which contains Confidential Information.

19.5 The Client warrants that it has the right to disclose the Confidential Information to PHF and the right to authorise PHF to use the same in accordance with the terms of this agreement.

20 SEVERANCE If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this agreement which shall remain in full force and effect.

21 NOTICES

21.1 Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally or sending it by pre-paid recorded delivery or registered post or fax or subject to the provisions of clause 21.4 by e-mail to the address and for the attention of the relevant party set out in clause 3 of the main Agreement (or as otherwise notified by that party hereunder). Any such notice shall be deemed to have been received:

21.1.1 if delivered personally, at the time of delivery;

21.1.2 in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting;

21.1.3 in the case of fax, at the time of transmission.

21.2 Provided that if deemed receipt occurs before 9am on a Business Day the notice shall be deemed to have been received at 9am on that day, and if deemed receipt occurs after 5pm on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9am on the next Business Day.

21.3 In proving service of a notice under this agreement it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant party set out in clause21.4 (or as otherwise notified by that party hereunder) and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery, registered post or airmail letter, or that the notice was transmitted by fax to the fax number of the relevant party set out in clause 21.4 (or as otherwise notified by that party hereunder).

21.4 A communication sent by e-mail shall not be effective unless the addressee acknowledges receipt of such communication, such acknowledgement to take the form of a return receipt. Any notice given by e-mail shall be deemed to have been duly given when the recipient of the said return receipt is able to access it.

22 COUNTERPARTS This agreement may be executed in any number of counterparts or duplicates, each of which, when executed and delivered, shall be an original, and such counterparts or duplicates together shall constitute one and the same instrument.

23 RIGHTS OF THIRD PARTIES No terms of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party, but this does not affect any rights or remedy of a third party which exists or is available apart from under that Act.

24 GOVERNING LAW AND JURISDICTION

24.1 This agreement shall be governed by and construed in accordance with the law of England and Wales.

24.2 Each party irrevocably agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this agreement or the legal relationships established by this agreement.