Definitions and interpretation



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PART 141

PAYMENT UNDER THE AGREEMENT
237. The Board shall make payments to the Contractor under the Agreement promptly and in accordance with both the terms of the Agreement (including, for the avoidance of doubt, any payment due pursuant to clause 238), and any other conditions relating to the payment contained in directions given by the Secretary of State under section 109(4) of the 2006 Act subject to any right the Board may have to set off against any amount payable to the Contractor under the Agreement any amount―
237.1. that is owed by the Contractor to the Board under the Agreement;
237.2. has been paid to the Contractor owing to an error in circumstances when it was not due; or
237.3. that the Board may withhold from the Contractor in accordance with the terms of the Agreement or any other applicable provisions contained in directions given by the Secretary of State under section 109(4) of the 2006 Act.
237.4. Subject to clause 238, the Board shall make payments to the Contractor in such amount and in such manner as specified in any directions for the time being in force under section 114A or 109(4) of the 2006 Act. Where, pursuant to directions made under section 114A or 109(4) of the 2006 Act, the Board is required to make a payment to the Contractor under the Agreement but subject to conditions, those conditions are to be a term of the Agreement.
238. Payments to be made to the Contractor (and any relevant conditions to be met by the Contractor in relation to such payments) in respect of services where payments, or the amount of any such payments, are not specified in directions pursuant to clause 237.4 are set out in Schedule 4 to this Agreement.1
239. The Contractor shall make payments to the Board under the Agreement promptly and in accordance with the terms of the Agreement and any other conditions relating to the payment contained in directions given by the Secretary of State under section 109(4) of the 2006 Act subject to any right the Board has to set off against any amount referred to in clause 237.1, 237.2 or 237.3.
PART 152

FEES, CHARGES AND FINANCIAL INTERESTS OF THE CONTRACTOR
240. The Contractor shall not, either itself or through any other person, demand or accept a fee or other remuneration for its own or another’s benefit from
240.1. any patient of its for the provision of any treatment under the Agreement, except as otherwise provided in the NHS Charges Regulations; or
240.2. any person who has requested services under the Agreement for himself or a family member, as a prerequisite to providing services under the agreement to that person or his family member.
241. The Contractor shall—
241.1. only collect from any patient of its any charge that that patient is required to pay by virtue of the NHS Charges Regulations, in accordance with the requirements of those Regulations; and
241.2. obligations imposed on the Contractor by virtue of the NHS Charges Regulations shall be terms of this Agreement.
242. In making a decision—
242.1. as to what services to recommend or provide to a patient who has sought services under the Agreement; or
242.2. to refer a patient for other services by another contractor, hospital or other relevant service provider under Part 5 of the 2006 Act,
the Contractor shall do so without regard to its own financial interests.
243. [This Part of the Agreement shall survive the expiry or termination of the Agreement to the extent that it prohibits the Contractor from, either itself or through any other person, demanding or accepting a fee or other remuneration for its own or another’s benefit from—
243.1. any patient of its for the provision of any treatment under the Agreement, except as otherwise provided in the NHS Charges Regulations; and
243.2. any person who has requested services under the Agreement for himself or a family member, as a prerequisite to providing services under the Agreement to that person or his family member.]1
PART 162

CLINICAL GOVERNANCE AND QUALITY ASSURANCE
Clinical governance arrangements
244. The Contractor shall co-operate with such clinical governance arrangements as the Board may establish in respect of contractors providing services under a PDS Agreement.
245. The Contractor shall nominate a person who manages services under the agreement to have responsibility for ensuring compliance with clinical governance arrangements.
Quality assurance system
246. The Contractor shall establish, and operate in accordance with clauses 248 and 249, a practice based quality assurance system which is applicable to all the persons specified in clause 247.
247. The specified persons are
247.1. any dental practitioner who performs services under the Agreement;
247.2. any other person employed or engaged by the Contractor to perform or assist in the performance of services under the Agreement.
248. The Contractor shall ensure that in respect of his practice based quality assurance system, he has nominated a person (who need not be connected with the Contractor’s practice) to be responsible for operating that system.
249. In clauses 246 to 248, “practice based quality assurance system” means one which comprises a system to ensure that
249.1. effective measures of infection control are used;
249.2. all legal requirements relating to health and safety in the workplace are satisfied;
249.3. all legal requirements relating to radiological protection are satisfied;
249.4. any requirements of the General Dental Council in respect of the continuing professional development of dental practitioners are satisfied; and
249.5. the requirement to display in a prominent position the written statement relating to the quality assurance system (see clause 208) is satisfied.
DUTY AS TO EDUCATION AND TRAINING
249A. The Contractor must co-operate with the Secretary of State in the discharge of the Secretary of State’s duty under section 1F of the 2006 Act, or co-operate with Health Education England where Health Education England is discharging that duty by virtue of a direction under section 7 of that Act.
PART 171

INSURANCE
Insurance: negligent performance
250. The Contractor shall at all times hold adequate insurance against liability arising from negligent performance of clinical services under the Agreement.
251. The Contractor shall not sub-contract its obligations to provide clinical services under the Agreement unless it has satisfied itself that the sub-contractor holds adequate insurance against liability arising from negligent performance of such services.
252. The Contractor shall be regarded as holding insurance if it is held by an employee of its in connection with clinical services which that employee provides under the Agreement or, as the case may be, sub-contract.
Public liability insurance
253. The Contractor shall at all times hold adequate public liability insurance in relation to liabilities to third parties arising under or in connection with the agreement which are not covered by the insurance referred to in clauses 250 to 252.
PART 181

GIFTS
254. The Contractor shall keep a register of gifts which
254.1. are given to any of the persons specified in clause 255 by or on behalf of
254.1.1. patient,
254.1.2. a relative of a patient, or
254.1.3. any person who provides or wishes to provide services to the Contractor or its patients in connection with the Agreement; and
254.2. have, in its reasonable opinion, an individual value of more than £100.00.
255. The persons referred to in clause 254.1 are
255.1. the Contractor;
255.2. where the Agreement is with a dental corporation, a director, chief executive or secretary of the dental corporation;
255.2A. where the Agreement is with a company limited by shares, a director, chief executive or secretary of the company;
255.2B. where the Agreement is with a limited liability partnership, a member of the partnership;
255.3. any person employed by the Contractor for the purposes of the Agreement;
255.4. any dental practitioner engaged by the Contractor for the purposes of the Agreement;
255.5. any spouse or civil partner of the Contractor (where the Contractor is an individual dental practitioner) or of a person specified in clauses 255.2 to 255.4; or
255.6. any person whose relationship with the Contractor (where the contractor is an individual dental practitioner) or with a person specified in clauses 255.2 to 255.4 has the characteristics of the relationship between husband and wife or civil partners.
256. Clause 254 does not apply where
256.1. there are reasonable grounds for believing that the gift is unconnected with services provided or to be provided by the Contractor;
256.2. the Contractor is not aware of the gift; or
256.3. the Contractor is not aware that the donor wishes to provide services to the Contractor.
257. The Contractor shall take reasonable steps to ensure that it is informed of gifts which fall within clause 254 and which are given to the persons specified in clauses 255.
258. The register referred to in clause 254 shall include the following information
258.1. the name of the donor;
258.2. in a case where the donor is a patient, the patient’s National Health Service number or, if the number is not known, his address;
258.3. in any other case, the address of the donor;
258.4. the nature of the gift;
258.5. the estimated value of the gift; and
258.6. the name of the person or persons who received the gift.
259. The Contractor shall make the register available to the Board on request.
PART 191

COMPLIANCE WITH LEGISLATION AND GUIDANCE
260. The Contractor shall comply with all relevant legislation and have regard to all relevant guidance issued by the Board and the Secretary of State.
PART 201

COMPLAINTS
Complaints procedure
261. The Contractor must have in place a complaints procedure which meets the requirements of the Local Authority Social Services and National Health Service Complaints (England) Regulations 2009.
Co-operation with investigations
262. The Contractor shall co-operate with—
262.1. any investigation of a complaint in relation to any matter reasonably connected with the provision of services under the Agreement taken by –
262.1.1 the Board; and
262.1.2 the Health Service Commissioner; and
262.2 any investigation of a complaint by an NHS body or local authority which relates to a patient or former patient of the Contractor.
263. The co-operation required by clause 262 includes—
263.1 answering questions reasonably put to the Contractor by the Board;
263.2 providing any information relating to the complaint reasonably required by the Board; and
263.3 attending any meeting to consider the complaint (if held at a reasonably accessible place and at a reasonable hour, and due notice has been given) if the Contractor’s presence is reasonably required by the Board.
Provision of information
264. The Contractor shall inform the Board, at such intervals as the Board requires, of the number of complaints it has received under the procedure established in accordance with this Part.
265. …
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277. This Part of the Agreement shall survive the expiry or termination of the Agreement in so far as it relates to any complaint or investigation reasonably connected with the provision of services under the agreement before it terminated1.
PART 211

DISPUTE RESOLUTION
Local resolution of Agreement disputes
278. In the case of any dispute arising out of or in connection with the Agreement, the Contractor and the Board must make every reasonable effort to communicate and cooperate with each other with a view to resolving the dispute, before referring the dispute for determination in accordance with the NHS dispute resolution procedure (or, where applicable, before commencing court proceedings).
Dispute resolution: non-NHS Contracts2
279. Any dispute arising out of or in connection with the Agreement, except matters dealt with under the complaints procedure set out in Part 20 of this Agreement, may be referred for consideration and determination to the Secretary of State, if:―
279.1. the Board so wishes and the Contractor has agreed in writing; or
279.2. the Contractor so wishes (even if the Board does not agree).
280. In the case of a dispute referred to the Secretary of State under clause 279, the procedure to be followed is the NHS dispute resolution procedure, and the parties agree to be bound by a determination made by the adjudicator.
NHS dispute resolution procedure
281. The NHS dispute resolution procedure applies in the case of any dispute arising out of or in connection with the Agreement which is referred to the Secretary of State in accordance with [section 9(5) of the 2006 Act / clause 279 above]3, and the Board and the Contractor shall participate in the NHS dispute resolution procedure as set out in paragraphs 55 and 56 of Schedule 3 to the Regulations.
282. Any party wishing to refer a dispute shall send to the Secretary of State a written request for dispute resolution which shall include or be accompanied by―
282.1. the names and addresses of the parties to the dispute;
282.2. a copy of the Agreement; and
282.3. a brief statement describing the nature and circumstances of the dispute.
283. Any party wishing to refer a dispute as mentioned in clause 282 must send the request under that clause within a period of three years beginning with the date on which the matter giving rise to the dispute happened or should reasonably have come to the attention of the party wishing to refer the dispute.
284. In clauses 278 to 283 “any dispute arising out of or in connection with the Agreement” includes any dispute arising out of or in connection with the termination of the Agreement.
285. This Part shall survive the expiry or termination of the Agreement.
PART 221

VARIATION AND TERMINATION OF THE AGREEMENT
Variation of the Agreement: general
286.  Subject to clause 200, no amendment or variation shall have effect unless it is in writing and signed by or on behalf of the Board and the Contractor.
287. In addition to the specific provision made in clauses 288 and 318 to 322, the Board may vary the Agreement without the Contractor's consent where it—
287.1. is reasonably satisfied that it is necessary to vary the agreement so as to comply with the 2006 Act, any regulations made pursuant to that Act, or any direction given by the Secretary of State pursuant to that Act; and
287.2. notifies the Contractor in writing of the wording of the proposed variation and the date upon which that variation is to take effect,
and, where it is reasonably practicable to do so, the date that the proposed variation is to take effect shall be not less than 14 days after the date on which the notice under clause 287.2 is served on the Contractor.
Variation of the Agreement: activity under the Agreement
288. Where the Contractor or the Board is of the opinion that there needs to be a variation to the number of—
288.1. units of dental activity; or
288.2. units of orthodontic activity,
to be provided under the Agreement, clauses 289 and 290 shall apply.
289. The Contractor or the Board shall notify the other party to the Agreement in writing of its opinion of the need for a variation, specifying in that notice the variation that it considers necessary, together with its reasons.
290. Following service of the notice referred to in clause 289, both parties shall use their best endeavours to communicate and cooperate with each other with a view to determining what (if any) variation should be made to the—
298.1. units of dental activity; or
298.2. units of orthodontic activity,
and any related variations to the Agreement, including to the monies to be paid to the Contractor under the Agreement, and shall, where appropriate, effect the variation in accordance with clause 286.
Termination by agreement
291. The Board and the Contractor may agree in writing to terminate the Agreement, and if the parties so agree, they shall agree the date upon which that termination should take effect and any further terms upon which the Agreement should be terminated.
Termination on the death of an individual1
292. Where the Agreement is with a single individual and that individual dies, the Agreement shall terminate at the end of the period of 28 days after the date of his death unless, before the end of that period—
292.1. subject to clause 293, the Board has agreed in writing with the contractors’ personal representative that the Agreement should continue for a further period, not exceeding 6 months after the end of the period of 28 days; and
292.2. the Contractor’s personal representatives have confirmed in writing to the Board that they are employing or engaging one or more dental practitioners to assist in the provision of dental services under the Agreement throughout the period for which it continues.
293. Where the Board is of the opinion that another contractor may wish to enter into an agreement in respect of the mandatory services which were provided by the deceased, the 6 month period referred to in clause 292.1 may be extended by a period not exceeding 6 months as may be agreed.
294. Clause 292 does not affect any other rights to terminate the Agreement which the Board may have under clauses 301 to 315.
Termination by the Contractor
295. The Contractor may terminate the Agreement by serving notice in writing on the Board at any time.
296. Where the Contractor serves notice pursuant to clause 295, the Agreement shall terminate three months after the date on which the notice is served ("the termination date"), save that if the termination date is not the last calendar day of a month, the Agreement shall instead terminate on the last calendar day of the month in which the termination date falls.
297. Clauses 295, 296, 298 to 300 are without prejudice to any other rights to terminate the Agreement that the Contractor may have.
Late payment notices
298. The Contractor may give notice in writing (a "late payment notice") to the Board if the Board has failed to make any payments due to the Contractor in accordance with Part 14 of this Agreement, and the Contractor shall specify in the late payment notice the payments that the Board has failed to make in accordance with the Agreement.
299. Subject to clause 300, the Contractor may, at least 28 days after having served a late payment notice, terminate the Agreement by a further written notice if the Board has still failed to make the payments that were due to the Contractor and that were specified in the late payment notice served on the Board pursuant to clause 298.
300. If, following receipt of a late payment notice, the Board refers the matter to the NHS dispute resolution procedure within 28 days of the date upon which it is served with the late payment notice, and it notifies the Contractor in writing that it has done so within that period of time, the Contractor may not terminate the Agreement pursuant to clause 299 until—
300.1. there has been a determination of the dispute pursuant to paragraph 56 of Schedule 3 to the Regulations and that determination permits the Contractor to terminate the Agreement; or
300.2. the Board ceases to pursue the NHS dispute resolution procedure,
whichever is the sooner.
Termination by the Board: general
301. The Board may only terminate the Agreement in accordance with this Part.
Termination by the Board for the provision of untrue etc. information
302. The Board may serve notice in writing on the Contractor terminating the Agreement forthwith, or from such date as may be specified in the notice if, after the Agreement has been entered into, it comes to the attention of the Board that written information provided to the Board by the Contractor before the Agreement was entered into in relation to the conditions set out in regulation 4 or 5 of the Regulations (and compliance with those conditions) was, when given, untrue or inaccurate in a material respect.
Termination by the Board on grounds of suitability etc.
303. The Board may serve notice in writing on the Contractor terminating the Agreement forthwith, or from such date as may be specified in the notice if 
303.1. in the case of an agreement with an individual, that individual;
303.2. in the case of an agreement with a dental corporation, any director, chief executive or secretary of that corporation;
303.3. in the case of an agreement with a company limited by shares, any director, chief executive or secretary of that company; or
303.4 in the case of a limited liability partnership, any member of that partnership,
falls within clause 304 during the existence of the Agreement.
304. A person falls within this clause if—
304.1. he or it is the subject of a national disqualification;
304.2. subject to clause 305, he or it is disqualified or suspended (other than by an interim suspension order or direction pending an investigation or a suspension on the grounds of ill-health) from practising by any licensing body anywhere in the world;
304.3. subject to clause 306, he has been dismissed (otherwise than by reason of redundancy) from any employment by a health service body unless before the Board has served a notice terminating the Agreement pursuant to this clause, he is employed by the health service body that dismissed him or by another health service body;
304.5. he or it is removed from, or refused admission to, a primary care list by reason of inefficiency, fraud or unsuitability (within the meaning of section 151(2), (3) and (4) of the 2006 Act respectively) unless his name has subsequently been included in such a list;
304.5. he has been convicted in the United Kingdom of—
304.5.1. murder; or
304.5.2. a criminal offence other than murder, committed on or after 14th December 2001, and has been sentenced to a term of imprisonment of over six months;
304.6. subject to clause 307 he has been convicted outside the United Kingdom of an offence—
304.6.1. which would, if committed in England and Wales, constitute murder, or
304.6.2. committed on or after 14th December 2001, which would if committed in England and Wales, constitute a criminal offence other than murder, and been sentenced to a term of imprisonment of over six months;
304.6.3. he has been convicted of an offence referred to in Schedule 1 to the Children and Young Persons Act 1933 or Schedule 1 to the Criminal Procedure (Scotland) Act 1995;
304.6.4. he or it has—
304.6.4.1. been adjudged bankrupt or had sequestration of his estate awarded unless (in either case) he has been discharged or the bankruptcy order has been annulled;
304.6.4.2. been made the subject of a bankruptcy restrictions order or an interim bankruptcy restrictions order under Schedule 4A to the Insolvency Act 1986, unless that order has ceased to have effect or has been annulled;
304.6.4.3. made a composition or arrangement with, or granted a trust deed for, his or its creditors unless he or it has been discharged in respect of it; or
304.6.4.4. been wound up under Part IV of the Insolvency Act 1986;
304.6.5. there is—
304.6.5.1. an administrator, administrative receiver or receiver appointed in respect of it; or
304.6.5.2. an administration order made in respect of it under Schedule B1 to the Insolvency Act 1986;
304.6.6. he has been—
304.6.6.1. removed from the office of charity trustee or trustee for a charity by an order made by the Charity Commissioners or the High Court on the grounds of any misconduct or mismanagement in the administration of the charity for which he was responsible or to which he was privy, or which he by his conduct contributed to or facilitated; or
304.6.6.2. removed under section 7 of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990 or under section 34 of the Charities and Trustee Investment (Scotland) Act 2005, from being concerned in the management or control of any body;
304.6.7 he is subject to a disqualification order under the Company Directors Disqualification Act 1986, the Companies (Northern Ireland) Order 1986 or to an order made under section 429(2)(b) of the Insolvency Act 1986; or
304.6.8. he has refused to comply with a request by the Board for him to be medically examined on the grounds that it is concerned that he is incapable of adequately providing services under the Agreement.
305. The Board shall not terminate the Agreement pursuant to clause 304.2 where the Board is satisfied that the disqualification or suspension imposed by a licensing body outside the United Kingdom does not make the person unsuitable to be—
305.1. the Contractor;
305.2. in the case of an agreement with a dental corporation, any director, chief executive or secretary of that corporation:
305.3 in the case of a company limited by shares, any director, chief executive or secretary of that company; or
305.4 in the case of a limited liability partnership, any member of that partnership,
as the case may be.
306. The Board shall not terminate the Agreement pursuant to clause 304.3―
306.1. until a period of at least three months has elapsed since the date of the dismissal of the person concerned; or
306.2. if, during the period of time specified in clause 306.1, the person concerned brings proceedings in any competent tribunal or court in respect of his dismissal, until proceedings before that tribunal or court are concluded,
and the Board may only terminate the Agreement at the end of the period specified in clause 306.2 if there is no finding of unfair dismissal at the end of those proceedings.
307. The Board shall not terminate the Agreement pursuant to clause 304.6.1 and 304.6.2 where the Board is satisfied that the conviction does not make the person unsuitable to be—
307.1. the Contractor; or
307.2. in the case of an agreement with a dental corporation, any director, chief executive or secretary of that corporation;
307.3 in the case of a company limited by shares, any director, chief executive or secretary of that company; or
307.4 in the case of a limited liability partnership, any member of that partnership,
as the case may be.
Termination by the Board: patient safety and material financial loss
308.  The Board may serve notice in writing on the Contractor terminating the Agreement forthwith or with effect from such date as may be specified in the notice if—
308.1. the Contractor has breached the Agreement and as a result of that breach, the safety of the Contractor's patients is at serious risk if the Agreement is not terminated; or
308.2. the Contractor's financial situation is such that the Board considers that the Board is at risk of material financial loss.
Termination by the Board: remedial notices and breach notices
309. Where the Contractor has breached the Agreement other than as specified in clauses 302 to 308 and the breach is capable of remedy, the Board shall, before taking any action it is otherwise entitled to take by virtue of the Agreement, serve a notice on the Contractor requiring it to remedy the breach ("remedial notice").
310. A remedial notice shall specify—
310.1. details of the breach;
310.2. the steps the Contractor must take to the satisfaction of the Board in order to remedy the breach; and
310.3. the period during which the steps must be taken ("the notice period").
310.4. The notice period shall, unless the Board is satisfied that a shorter period is necessary to—
310.4.1. protect the safety of the Contractor's patients; or
310.4.2. protect itself from material financial loss,
be no less than 28 days from the date that notice is given.
311. Where the Board is satisfied that the Contractor has not taken the required steps to remedy the breach by the end of the notice period, the Board may terminate the Agreement with effect from such date as the Board may specify in a further notice to the Contractor.
312. Where the Contractor has breached the Agreement other than as specified in clauses 302 to 308 and the breach is not capable of remedy, the Board may serve notice on the Contractor requiring the Contractor not to repeat the breach ("breach notice").
313. If, following a breach notice or a remedial notice, the Contractor—
313.1. repeats the breach that was the subject of the breach notice or the remedial notice; or
313.2. otherwise breaches the Agreement resulting in either a remedial notice or a further breach notice,
the Board may serve notice on the Contractor terminating the Agreement with effect from such date as may be specified in that notice.
314. The Board shall not exercise its right to terminate the Agreement under clause 313 unless it is satisfied that the cumulative effect of the breaches is such that the Board considers that to allow the Agreement to continue would be prejudicial to the efficiency of the services to be provided under the Agreement.
315. If the Contractor is in breach of any obligation and a breach notice or a remedial notice in respect of that default has been given to the Contractor, the Board may withhold or deduct monies which would otherwise be payable under the Agreement in respect of that obligation which is the subject of the default.
Termination by the Board: additional provisions specific to agreements with dental corporations, companies limited by shares and limited liability partnerships1
316. Where the Contractor is a dental corporation, company limited by shares, or limited liability partnership, if the Board becomes aware that the Contractor is carrying on any business which the Board considers to be detrimental to the Contractor's performance of its obligations under the Agreement—
316.1. the Board shall be entitled to give notice to the Contractor requiring that the dental corporation, company limited by shares, or limited liability partnership ceases carrying on that business before the end of a period of not less than 28 days beginning on the day on which the notice is given ("the notice period"); and
316.2. if the contractor has not satisfied the Board that the dental corporation, company limited by shares, or limited liability partnership has ceased carrying on that business by the end of the notice period, the Board may, by a further written notice, terminate the Agreement forthwith or from such date as may be specified in the notice.
317. Where the Contractor is a dental corporation or company limited by shares and on or after the coming into force for all purposes of article 39 of the Dentists Act Order during the existence of the Agreement—
317.1. the majority of the directors of the dental corporation or company limited by shares cease to be either dental practitioners or dental care professionals;
317.2. the dental corporation or company limited by shares has been convicted of an offence under section 43(1) of the Dentists Act; or
317.3. the dental corporation or company limited by shares, or a director or former director of that corporation or company, has had a financial penalty imposed on it or him by the General Dental Council pursuant to section 43B or 44 of the Dentists Act,
the Board may, by written notice, terminate the Agreement if it considers that as a consequence the dental corporation or company limited by shares is no longer suitable to be a contractor.
317A. Where the Contractor is a company limited by shares and the company ceases—
317A.1. to be a company limited by shares; or
317A.2. to satisfy the conditions in section 108(1A) of the 2006 Act,
the Board shall serve notice in writing on the Contractor terminating the Agreement forthwith.
317B. Where the Contractor is a limited liability partnership and—
317B.1. the partnership ceases to be a limited liability partnership; or
317B.2. section 108(1B) or (1C) of the 2006 Act ceases to apply in respect of that partnership,
the Board shall serve notice in writing on the Contractor terminating the Agreement forthwith.
Agreement sanctions
318. In clauses 319 to 326, "agreement sanction" means—
318.1. termination of specified reciprocal obligations under the Agreement;
318.2. suspension of specified reciprocal obligations under the Agreement for a period of up to six months; or
318.3. withholding or deducting monies otherwise payable under the Agreement.
319. Where the Board is entitled to terminate the Agreement pursuant to clauses 302, 303, 308, 311, 313, 316 or 317, it may instead impose any of the agreement sanctions if the Board is reasonably satisfied that the agreement sanction to be imposed is appropriate and proportionate to the circumstances giving rise to the Board’s entitlement to terminate the Agreement.
320. If the Board decides to impose an agreement sanction, it must notify the Contractor of the agreement sanction that it proposes to impose, the date upon which that sanction will be imposed and provide in that notice an explanation of the effect of the imposition of that sanction.
321. Subject to clauses 323 to 326, the Board shall not impose the agreement sanction until at least 28 days after it has served notice on the Contractor pursuant to clause 320 unless the Board is satisfied that it is necessary to do so in order to—
321.1. protect the safety of the Contractor's patients; or
321.2. protect itself from material financial loss.
322. Where the Board imposes an agreement sanction, the Board shall be entitled to charge the Contractor the reasonable costs of additional administration that the Board has incurred in order to impose, or as a result of imposing, the agreement sanction.
Agreement sanctions and the NHS dispute resolution procedure
323. If there is a dispute between the Board and the Contractor in relation to an agreement sanction that the Board is proposing to impose, the Board shall not, subject to clause 326, impose the proposed agreement sanction except in the circumstances specified in clause 324.1 or 324.2.
324. If the Contractor refers the dispute relating to the agreement sanction to the NHS dispute resolution procedure within 28 days beginning on the date on which the Board served notice on the Contractor in accordance with clause 320 (or such longer period as may be agreed in writing with the Board), and notifies the Board in writing that it has done so, the Board shall not impose the agreement sanction unless—
324.1. there has been a determination of the dispute pursuant to paragraph 56 of Schedule 3 to the Regulations and that determination permits the Board to impose the agreement sanction; or
324.2. the Contractor ceases to pursue the NHS dispute resolution procedure,
whichever is the sooner.
325. If the Contractor does not invoke the NHS dispute resolution procedure within the time specified in clause 324, the Board shall be entitled to impose the agreement sanction forthwith.
326. If the Board is satisfied that it is necessary to impose the agreement sanction before the NHS dispute resolution procedure is concluded in order to—
326.1. protect the safety of the Contractor's patients; or
326.2. protect itself from material financial loss,
the Board shall be entitled to impose the agreement sanction forthwith, pending the outcome of that procedure.
Termination and the NHS dispute resolution procedure
327. Where the Board is entitled to serve written notice on the Contractor terminating the Agreement pursuant to clauses 302, 303, 308, 311, 313, 316 or 317, the Board shall, in the notice served on the Contractor pursuant to those provisions, specify a date on which the Agreement terminates that is not less than 28 days after the date on which the Board has served that notice on the Contractor unless clause 328 applies.
328. This clause applies if the Board is satisfied that a period less than 28 days is necessary in order to—
328.1. protect the safety of the Contractor's patients; or
328.2. protect itself from material financial loss.
329. In a case falling within clause 327, where the exceptions in clause 328 do not apply, where the Contractor invokes the NHS dispute resolution procedure before the end of the period of notice referred to in clause 327, and it notifies the Board in writing that it has done so, the Agreement shall not terminate at the end of the notice period but instead shall only terminate in the circumstances specified in clause 330.
330. The Agreement shall only terminate if and when—
330.1. there has been a determination of the dispute pursuant to paragraph 56 of Schedule 3 to the Regulations and that determination permits the Board to terminate the Agreement; or
330.2. the Contractor ceases to pursue the NHS dispute resolution procedure,
whichever is the sooner.
331. If the Board is satisfied that it is necessary to terminate the Agreement before the NHS dispute resolution procedure is concluded in order to—
331.1. protect the safety of the Contractor's patients; or
331.2. protect itself from material financial loss,
clauses 329 and 330 shall not apply and the Board shall be entitled to confirm, by written notice to be served on the Contractor, that the Agreement will nevertheless terminate at the end of the period of the notice it served pursuant to clause clauses 302, 303, 308, 311, 313, 316 or 317.
Consequences of termination1
332. The termination of the Agreement, for whatever reason, is without prejudice to the accrued rights of either party under the Agreement.
333. On the termination of the Agreement for any reason, the Contractor shall―
333.1. subject to the requirements of this clause, cease performing any work or carrying out any obligations under the Agreement;
333.2. co-operate with the Board to enable any outstanding matters under the Agreement to be dealt with or concluded in a satisfactory manner;
333.3. co-operate with the Board to enable the Contractor’s patients to be transferred to one or more other contractors or providers of primary dental services, which include providing reasonable information about individual patients to such other appropriate person or persons as the Board specifies;
333.4. [If the Board has lent any property such as computer hardware and software, drugs, appliances or dental equipment which may be in the Contractor’s possession or control, the agreement may include provision for the return of such property here];
334. Subject to clauses 335 to 337, the Board’s obligation to make payments to the Contractor in accordance with the Agreement shall cease on the date of termination of the Agreement.
335. On termination of the Agreement or termination of any obligations under the Agreement for any reason, the Board shall perform a reconciliation of the payments made by the Board to the Contractor and the value of the work undertaken by the Contractor under the Agreement. The Board shall serve the Contractor with written details of the reconciliation as soon as reasonably practicable, and in any event no later than four months after the termination of the Agreement, in respect of all outstanding payments due to the contractor from the Board and any patient charges due to be paid by the contractor to the Board (pursuant to paragraph 11.19 of the Personal Dental Services Statement of Financial Entitlement).
336. If the Contractor disputes the accuracy of the reconciliation, the Contractor may refer the dispute to the NHS dispute resolution procedure in accordance with the terms of the Agreement within 28 days beginning on the date on which the Board served the Contractor with written details of the reconciliation. The parties shall be bound by the determination of the dispute.
336A Pursuant to paragraph 11.21 of the Personal Dental Services Statement of Financial Entitlement, if after 2 months of the reconciliation statement being produced by the Board the Contractor has not disputed the reconciliation statement, that reconciliation statement will be the amount either payable to the Contractor or recoverable from the Contractor, whether or not, if the reconciliation statement had been disputed, that would have led to an amended reconciliation.
337. Each party shall pay the other any monies due within three months of the date on which the Board served the Contractor with written details of the reconciliation, or the conclusion of the NHS dispute resolution procedure, as the case may be.
338. The obligations contained in clauses 333 to 337 shall continue to apply notwithstanding the termination of the Agreement.
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