Terms & Conditions
Welcome to Independent Physiological Diagnostics Ltd! We provide home sleep and neurological diagnostic testing.
In these terms and conditions (Terms), when we say you or your, we mean both you, the Patient placing an order for services (Services) and if applicable, the Patient’s guardian, acting on their behalf). When we say we, us or our, we mean Independent Physiological Diagnostics Ltd, a company registered in England and Wales with company number 11950087. These Terms are entered into between us and you, each a Party and together the Parties. These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms. Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning throughout these Terms or at the end of these Terms. For questions about these Terms, or to get in touch with us, contact us using the details below:​​
Our contact details:
Independent Physiological Diagnostics Ltd a company registered in England and Wales.
Our company registration number is 11950087
Address: 559a Kings Road, London, England SW6 2EB, United Kingdom
Phone: 0207 381 8698
Email: ventilation@ipdiagnostics.co.uk
Our registered VAT number is 460266601.
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1. These Terms
1.1 What these Terms Cover: These Terms contain the terms and conditions on which we supply the Services to you.
1.2 Please read these Terms carefully before you accept these Terms. These Terms tell you who we are, how we will provide the Services to you, how you and we may change or end these Terms, what to do if there is a problem with the Services and other important information. If you think that there is a mistake in these Terms or require any changes to these Terms, please contact us to discuss (using our contact details above).
1.3 How to tell us about problems: If you have any questions or complaints about the Services, please contact us to discuss (using our contact details above).
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2. Acceptance, Term and Membership Period
2.1 You accept these Terms by placing an order via the System.
2.2 These Terms and your membership will commence on the date these Terms isare accepted in accordance with clause 2.1 (Membership Start Date)
2.3 Unless otherwise agreed between the Parties in writing or unless the membership is earlier terminated in accordance with these Terms (including under the Termination Option), the membership will continue for a period of 5 years from the Membership Start Date.
2.4 The period from the Membership Start Date until the end or termination of the membership, as described in clause 2.3, is the “Term” or the “Membership Period”. These terms are used interchangeably throughout these Terms.
2.5 You agree to hire the Equipment for the Membership Period.
2.6 You (and the Patient) will not be entitled to any part of the Services and we will not supply the Equipment to you until the Membership Fee for the first month of the Membership Period has been paid in full and the Patient Privacy Notice and Consent Form has been completed. Where the Membership Fee for the first month of the Membership Period has not been paid in full before the Membership Start Date, the Membership Start Date will be moved to a new time to be agreed between the Parties. If you repeatedly fail to make payment before the Membership Start Date, then we reserve the right to terminate the Agreement without penalty, and you will not be entitled to the Equipment or the Services.
2.7 If you place an order for Equipment through the System, and you expressly request that we start providing the Equipment to you within your 14-day cancellation period, you acknowledge that you will lose your right to cancel within the first 14 days under the consumer laws.
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3. Services and Equipment
3.1 We agree to provide the following services to you (Services):
(a) 30 minute consultation with you to train you (and the Patient) on how to use the Equipment (either at your premises or via video conferencing software);
(b) provision of sleep data reading to you (and the Patient) 3 months after the Membership Start Date and at the end of the first year and 5th year of the Membership;
(c) on an annual basis, provision of a report to you (and the Patient) and the Patient’s referring consultant; and
(d) replacement or repair of the Equipment should it become unusable due to reasonable wear and tear; and
(e) replacement of your full-face mask on every anniversary of the Membership Start Date.
3.2 We agree to provide you with the following equipment (Equipment):
(a) one auto-CPAP machine with humidifier;
(b) humidifier chamber;
(c) interface tube;
(d) bacterial filter;
(e) one full-face mask;
(f) one nasal mask; and
(g) one replacement full-face mask per year during the Membership Period.
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4. Our obligations
4.1 In consideration of you paying the Membership Fee and you complying with these Terms, we agree to provide the Services and the Equipment to you for the Membership Period, in accordance with these Terms, and all applicable laws, whether ourselves or through our Personnel.
4.2 We will have no obligation to supply the Services and the Equipment to you until we have received payment for the first month of the Membership Period in full (if applicable).
4.3 We warrant to you that the Services will be provided using reasonable care and skill. We will not be responsible for any Services unless they are services that you have expressly included when placing an order on the System.
4.4 If you have expressed a time within which the Services and the Equipment are to be supplied when placing an order on the System, we will use reasonable endeavours to provide the Services and the Equipment by such time, but you agree that such time is an estimate only.
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5. Your obligations
5.1 You agree to (and if applicable, agree to ensure the Patient does):
(a) comply with these Terms, our reasonable requests or requirements (including safety procedures), and all applicable laws;
(b) only use the Equipment in accordance with our instructions and any manuals or documentation we provide you with;
(c) make yourself available for our initial training on how to use the Equipment;
(d) not use the Equipment until we have trained you on how to use it;
(e) provide all assistance, information, and all things reasonably necessary to enable us to comply with our obligations under these Terms and at law;
(f) where you have agreed that the training will occur at your premises, to provide us with reasonable access to the premises at the time agreed between the Parties, free from harm or risk to health or safety;
(g) ensure that all information and documentation that you provide to us in connection with these Terms is true, correct and complete;
(h) ensure the Equipment is only used by the Patient;
(i) keep the Equipment under your custody and control at all times, not to sublease, rent, sell, or otherwise transfer the Equipment to any other person;
(j) contact us immediately if there are any technical or mechanical issues with the Equipment and not attempt to repair any issues with the Equipment yourself, or through a third party;
(k) protect and keep the Equipment in the original condition (including being in good working order and condition), subject to any fair wear or tear; and
(l) prevent the Equipment from being subject to any loss, theft, damage, vandalism or destruction and notify us immediately if the Equipment is stolen, lost, destroyed or damaged; and
(m) and provide to us the necessary written consent from parents or guardians (as applicable) where the Patient is a minor, prior to the Membership Start Date.
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6. Changes to the Membership
6.1 If you do not feel that the Equipment is right for the Patient, please feel free to contact us to discuss other options. We are happy to swap the Equipment for another mask as part of the Membership, up to a maximum of 2 times (being 1 full face mask, and 1 nasal mask) not including yearly replacement of the mask as set out in our Services.
6.2 Other than as set out in clause 6.1, all variations to the Services and the Equipment to be supplied must be agreed in writing between the Parties and will be priced by us. If we consider that any instruction or direction from you constitutes a variation to the scope of our obligations under these Terms, then we will not be obliged to comply with such instruction or direction unless agreed in accordance with this clause.
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7. Fees and Payment Terms
7.1 In consideration for us providing the Services and supplying the Equipment, you agree to pay us the Fees, and any other amount payable to us under these Terms, in accordance with the Payment Terms. You agree to pay the amount in the invoice (and any other amount due and payable to us under these Terms), at the times and using the payment method set out in the invoice (Payment Terms).
7.2 You agree to pay to us a £50 monthly fee for each month of the Membership Period (Membership Fee).
7.3 A late fee of £50 per day (up to a maximum of £450) may be payable in accordance with clause 11.2 (Late Fee).
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8. Collection or delivery of Equipment
The Parties agree that:
(a) you are to collect the Equipment from us, you agree to collect the Equipment from the collection location and by the collection time agreed between the Parties and specified by us on the System when you place an order and agree to these Terms; and
(b) we are to deliver the Equipment to you, we agree to use our reasonable endeavours to deliver the Equipment to the delivery location by the delivery time agreed between the Parties as specified by you on the System when you agree to these Terms.
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9. Condition of Equipment
9.1 You agree that you are solely responsible for determining whether the Equipment will be suitable and fit for the Patient’s particular purposes.
9.2 You agree to inspect the Equipment when it is first given to you and let us know promptly if there are any issues with it. If you do not inform us of any issue within 24 hours of the training session, then you agree that the Equipment has been delivered in good condition, clean, free from major damage or defect, fit for purpose and in accordance with these Terms.
9.3 Any repairing or replacing obligations on us as part of our Services do not cover repairing or replacing Equipment that has been damaged or destroyed due to any reckless or intentional misuse on your (or the Patient’s) part.
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10. Title and Risk
10.1 If the Parties agree that you are to collect the Equipment from us, risk in the Equipment will pass to you when you have collected the Equipment from the location agreed between the Parties.
10.2 If the Parties agree that we are to deliver the Equipment to you, risk in the Equipment will pass to you when we have delivered the Equipment to the location agreed between the Parties.
10.3 You agree that once you have collected the Equipment from the collection location/ the Equipment has been delivered to the delivery location (as applicable and as agreed between the Parties), you will be solely responsible for the Equipment until it is returned to us and it is in our full custody and control.
10.4 Subject to clause 11.2, title in the Equipment will at all times remain with us, and you take the Equipment as a bare bailee only.
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11. Returning the Equipment
11.1 At the end of the Membership Period, you must return the Equipment to us in the original condition, at the return location and by the return time agreed between the Parties.
11.2 You must return the Equipment to 559a Kings Road, London, SW6 2EB within 14 days of the Membership Period ending, otherwise, we may charge you the Late Fee until you have returned the Equipment to us. You agree that the Late Fee is a genuine pre-estimate of loss, suffered or incurred by us, as a result of your delay in returning the Equipment.
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12. Software and Readings
12.1 To the extent that software and/or documentation is embedded in or delivered with the Equipment, the hire or sale of the Equipment shall not constitute the transfer of ownership of rights or title in such software and/or documentation to you, but shall only imply a non-exclusive and non-transferable licence to you to use the intellectual property rights in the software and/or documentation for the sole purpose of using the Equipment in accordance with these Terms. You must not modify or translate, assign or disclose, merge or incorporate, reverse assemble or decompile, any of the software.
12.2 If you choose to download any associated software applications (including onto your mobile phone), such a service is provided to you by the software provider, and will be governed by your terms and conditions agreed to directly with the software provider, and we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with the third party software.
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13. Your Data
13.1 We will handle your personal data in accordance with the Data Protection Act 2018 and any other applicable data protection laws. For more information on our privacy practices, please see our privacy notice.
13.2 Subject to the exclusions set out below, we agree to keep all information that you share with us in the course of providing the Services, private and confidential, in accordance with our professional and statutory obligations.
13.3 We may be required to disclose the information you share with us in the course of providing the Services:
(a) for the purposes, and to the third parties, set out in our Patient Privacy Notice and Consent Form;
(b) where we are legally required to disclose the confidential information, e.g. where we receive a summons, where a government agency funding the Services requires this information, reporting of child neglect or abuse, or where we are subject to routine auditing; or
(c) where we form the reasonable belief that there is an immediate and specified risk of harm (to life, health, or safety) to you or another identifiable person or persons that can be avoided only by disclosing the confidential information.
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14. Limitations on Liability
14.1 Neither Party may benefit from the limitations and exclusions set out in this clause 14 in respect of any liability arising from its deliberate default.
14.2 The restrictions on liability in this clause 14 apply to every liability arising under or in connection with these Terms including liability in statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise.
14.3 Nothing in these Terms limits any Liability which cannot legally be limited, including Liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
(d) defective products under the Consumer Protection Act 1987.
14.4 Subject to clauses 14.1 (no limitation in respect of deliberate default) and 14.3 (liability which cannot legally be limited), but despite anything else to the contrary, to the maximum extent permitted by law:
(a) we only provide the Services and Equipment for domestic and private use. If you use the Equipment for any commercial, business or re-sale purpose we will have no liability to you for liability involving any loss of profit, loss of business, business interruption, or loss of business opportunity;
(b) you understand, acknowledge and agree that we provide and advise on sleep equipment, but are not the Patient’s general practitioner or referring consultant and you waive and release us from any Liability arising from or connected with any advice (or failure to provide advice) provided by the Patient’s referring consultant;
(c) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss;
(d) if either Party fails to comply with these Terms, neither Party will be responsible for any losses that the other Party suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with these Terms; and
(a) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the amount of the Fees paid by you to us in respect of the supply of the relevant Equipment the Services and to which the Liability relates.
14.5 We have given commitments as to the compliance of the Products with these Terms and applicable Laws in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from these Terms.
14.6 This clause 14 will survive the termination or expiry of these Terms.
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Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
The Consumer Rights Act 2015 says: You can ask us to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money back if we can fix it.
If you haven't agreed a price beforehand, what you're asked to pay must be reasonable.
If you haven't agreed a time beforehand, it must be carried out within a reasonable time.
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15. Indemnity
15.1 To the maximum extent permitted by law, you are liable for and you and agree to indemnify us and hold us harmless in respect of any Liability which we may suffer, incur or are otherwise liable for as a result of, or in connection with:
(a) any property loss or damage, death or personal injury, arising from or in connection with your misuse of the Equipment;
(b) any loss (including theft) of, or damage to, the Equipment when you are responsible for the risk in the Equipment in accordance with clause 10, except due to reasonable wear and tear;
(c) any failure to return the Equipment in its original condition; and
(d) all Liabilities suffered or incurred by us in repossessing or recovering the Equipment in accordance with these Terms.
15.2 This clause 15 will survive the termination or expiry of these Terms.
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16. Termination
16.1 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 7 days of the Defaulting Party being notified of the breach by the Non-Defaulting Party
16.2 You acknowledge and agree that the Membership Period is a fixed period of time but you have a break clause pursuant to the Termination Option. Should you wish to terminate these Terms early before the expiry of the Membership Period and after expiry of the Termination Period, you will be liable for payment of the remainder of the Membership Fees for the remainder of the Membership Period. If extenuating circumstances exist, please contact us and we may, in our discretion, agree to waive part or all of the remaining Membership Fees.
16.3 Upon expiry or termination of these Terms:
(a) we will immediately cease supplying the Services and the Equipment to you;
(b) you must either return the Equipment to us, or purchase the Equipment for the Purchase Fee within [time] following the expiry or termination date;
(c) without limiting your consumer law rights, you agree that any payments made by you to us are not refundable to you; and
(d) you are to pay for any Fees due and payable prior to termination and all other amounts due and payable under these Terms.
17.416.4 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
17.516.5 This clause 16 will survive the termination or expiry of these Terms.
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17. General
17.1 Amendment: These Terms may only be amended by written instrument executed by the Parties.
17.2 Assignment: You must not assign any of your rights or obligations under these Terms.
17.3 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.
17.4 Disputes: If you are not happy with the Services or Equipment, we would appreciate you coming to us first so that we can work through the issue with you. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to The Centre for Effective Dispute Resolution via their website at https://www.cedr.com/. The Centre for Effective Dispute Resolution will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings.
17.5 Entire agreement: Subject to your consumer law rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes and extinguishes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, whether written or oral, in respect of its subject matter. Each Party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
17.6 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event.
17.7 Governing law: These Terms are governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
17.8 Notices: Any notice given under these Terms must be in writing addressed to the addresses set out in these Terms, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
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18. Definitions
In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in the Order Form, and:
Agreement means these terms and conditions and any documents, attached to, or referred to, in it.
Fees means the Membership Fee and the Late Fee.
Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.
Patient means as specified on the System.
Personnel means, in respect of us, any of our employees, consultants, suppliers, subcontractors or agents.
Order Form means the Order Form to these Terms
System means our patient management system.
Termination Period means the 6 month period following and including the Membership Start Date.
Termination Option means an option for you to terminate your Membership within the Termination Period, by serving written notice on us.
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