Business Contract

This Agreement is a legal document which sets out Your rights and obligations, and those of Parlour Limited trading as The Therapy Agency, a company registered in England and Wales under the company registration number 04019990

You must read this information carefully before proceeding to use The Therapy Agency Service, Use of The Therapy Agency Service confirms your agreement to these Terms and Conditions.

  1. Definitions
  2. Basis of the Sale
  3. Orders and Specifications
  4. Price
  5. Payment
  6. Warranties and Liability
  7. Insolvency of Client
  8. Confidentiality
  9. Termination
  10. The Company's Obligations to the Client
  11. Client's Obligations to the Company
  12. Client's Obligations to the Therapist
  13. Nature of Relationship
  14. General
1. Definitions
  1. 1.1. In these Conditions:
    1. 'Client' means the person seeking to purchase the Services from the Company;
    2. 'Company'/'Agency'/'We'/'Our'/'Us' means Parlour Ltd trading as The Therapy Agency ('TTA');
    3. 'Therapist' means the person placed by the Company, with the Client, in the provision of the Service;
    4. 'Company Signatory' means a person authorised by the Company or a director of the Company;
    5. 'Conditions' means the conditions of sale set out in this document and any special terms and conditions agreed in writing between the Client and a Company Signatory;
    6. 'Contract' means any contract between the Company and the Client for the supply and acquisition of the Services;
    7. 'Security Details' means the identifying words, codes and/or numbers agreed between You and Us that are used in the security procedure;
    8. 'The Order' means the Client order request, detailing the Services and the Price;
    9. 'The Price' is the total cost of the Services in accordance with the Order;
    10. 'Therapy Day' relates to the placement of one Therapist for one day usually within a workplace or at an event or function;
    11. 'Therapy Hour' relates to the placement of one Therapist for each hour at each placement;
    12. 'Service' means TTA Service or services provided by TTA; and
    13. 'Website' means the Therapy Agency Website operated by the Company.
  2. 1.2. The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the Sale
  1. 2.1. The Company shall supply and the Client shall acquire the Services in accordance with any Order signed by the Client that is accepted by Company.
  2. 2.2. No variation to these Conditions shall be binding unless agreed in writing between the Client and a Company Signatory. The Company shall only be responsible for verbal representations made by its representatives if confirmed in writing by a Company Signatory. In entering into the Contract, the Client acknowledges that it does not rely on, and waives any claim for breach of, any such representations, which are not so confirmed.
  3. 2.3. The Company reserves the right to make any changes in the specification of the Services that are required to conform with any applicable statutory or EC requirements, or which do not materially affect the nature or quality of the Services
  4. 2.4. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
  5. 2.5. The Client's relationship with the Company is one of principal and agent. Nothing in this agreement is intended to create a relationship of employer and employee between the Client, the Therapist, and the Company either generally or in relation to any one or more of the Client's obligations under this agreement or a relationship of principal and contractor.
3. Orders and Specifications
  1. 3.1. No Order submitted by the Client shall be deemed to have been accepted by the Company until confirmed in writing by a Company Signatory.
  2. 3.2. The Client shall be responsible to the Company for ensuring the accuracy of the terms of any Order and Information submitted by the Client, and for giving the Company any necessary Information relating to the Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
  3. 3.3. The Client shall at its own expense retain duplicate copies of Information and insure against its accidental loss or damage. The Company shall have no liability for any such loss or damage, however caused.
  4. 3.4. No Order which has been accepted by the Company may be cancelled by the Client except with the agreement in writing of the Company and on condition that the Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
4. Price
  1. 4.1. The Price shall be as quoted in the Order.
  2. 4.2. The Company reserves the right, by giving written notice to the Client, to increase the Price to reflect any change in the Client's instructions or any lack of instructions, the inaccuracy of any Information or any other cause attributable to the Client.
  3. 4.3. The Price is exclusive of any VAT for the Services where applicable, for which the Client shall be additionally liable at the applicable rate.
5. Payment
  1. 5.1. The Price shall be paid by the Client (without any set-off or other deduction) within 14 days of the date of the Order. The time of payment of the Price shall be of the essence of the Contract.
  2. 5.2. If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
    1. 5.2.1. cancel the Contract or suspend any further Services to the Client;
    2. 5.2.2. appropriate any payment made by the Client to such of the Services as the Company may think fit (notwithstanding any purported appropriation by the Client); and
    3. 5.2.3. charge the Client interest (both before and after any judgment) on the amount unpaid, at the rate of 8 percent per annum above Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
    4. 5.2.4. charge the Client compensation payments for debt recovery, in accordance with the amended Late Payment of Commercial Debts Regulations 2002.
  3. 5.3. If the Company fails to provide the Client with a suitable Therapist according to the Order confirmation, then the Client will not be liable for any payment for that period, as calculated on a pro-rata basis.  Where payment has already been made by the Client, a full refund to the pro-rata amount will be made.
  4. 5.4. Therapist's personal and contact details are confidential.  The passing of a Therapist's personal details to another employer or third party which results in an engagement renders the Clients liable to payment of the Company's fee.
  5. 5.5. A full fee will be charged for any Therapist engaged as a consequence of, or resulting from, an application or provision by the Company, even though the introduction may be made indirectly.
  6. 5.6. If the Client has an accredited therapy voucher, issued directly by the Company, for redemption of a 'free massage': this will entitle the Client to the equivalent of the saving of one treatment (up to the face value of the voucher, ie £10), when purchasing a full day of treatments in your workplace at the standard booking rates. This voucher can only be redeemed once, must be surrended upon use, is subject to availability, and must be redeemed within 12 months of receipt.
6. Warranties and Liability
  1. 6.1. The Company warrants to the Client that the Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the information provided.
  2. 6.2. The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
  3. 6.3. Nothing in these Conditions shall:
    1. 6.3.1. exclude or restrict the Company's liability for death or personal injury resulting from the Company's negligence; o
    2. 6.3.2. affect the Client's statutory rights if transacting as a consumer.
  4. 6.4. Subject to clause 6.3, or as expressly provided in these Conditions, the Company shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client, and the entire liability of the Company under or in connection with the Contract shall not exceed the amount of the Company's charges for the provision of the Services.
  5. 6.5. The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company's reasonable control.
  6. 6.6. The Client represents and warrants that the Client's use of the Services pursuant to these Conditions shall not infringe any intellectual property rights of third parties. The Client agrees to indemnify the Company against any liabilities, including legal fees and costs arising out of third-party claims against the Company arising from or in any manner connected with the Client's use or misuse of the Services in any manner not specifically authorised by the Company pursuant to the Contract and any claim that the Information infringes the intellectual property rights of others.
  7. 6.7. Notwithstanding any other provision in this Agreement, in no event shall the Company be liable for:
    1. 6.7.1. any loss of profit or other indirect loss or damage suffered by the Client; and
    2. 6.7.2. any amount in excess of the amount of Fees paid by the Client under this Agreement.
  8. 6.8. Subject to clause 10.6, the Company takes reasonable steps to find a suitable Therapist for each placement. Should there be any failure by the Company to provide a Therapist for part of any Assignment; should the Client consider the therapist unsuitable for a placement; or should there be any negligence, dishonesty, or misconduct by the Therapist provided; The Company's liability shall be limited to the maximum value paid for that placement.
  9. 6.9. The Company does not accept under any circumstances and excludes liability for any loss, damage, expenses or delay arising out of the introduction, nor do they give warranty concerning the capability or suitability of any applicants introduced by the Agency if the Client continues to use the therapist for multiple placements. Clients should satisfy themselves in this respect, and contact the Company in accordance with clause 10.6 if the Client is not satisfied with a placement by a Company's Therapist.
  10. 6.10. The Company reserves the right to assign this Agreement, and to assign or subcontract any or all of our rights and obligations under this Agreement. You may not without the written consent of TTA dispose of this Agreement.
  11. 6.11. The Indemnity in this Agreement is a continuing obligation, and separate and independent from any other obligation in this Agreement, and survives termination of this Agreement.
7. Insolvency of Client
  1. 7.1. This clause applies if:
    1. 7.1.1. the Client makes any voluntary arrangement with its creditors or becomes subject to an Administration Order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
    2. 7.1.2. an encumbrancer takes possession or, or a receiver is appointed to, any of the property or assets of the Client; or
    3. 7.1.3. the Client ceases, or threatens to cease, to carry on business; or
    4. 7.1.4. the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.
  2. 7.2. If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further performance under the Contract without any liability to the Client, and if the Services have been performed but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
8. Confidentiality
  1. 8.1. Each party shall at all time use its best endeavours to keep confidential (and to ensure that its employees, consultants, Therapists and agents shall keep confidential) any confidential information which it or they may acquire in relation to the business and affairs of the other party and shall not use or disclose such information except with the consent of that other party or in accordance with the order of a court of competent jurisdiction.
  2. 8.2. The obligations of each of the parties contained in clause 8.1 above shall continue without limit in point of time but shall cease to apply to any information coming into the public domain otherwise than by breach by any such party of its obligations under the Contract provided that nothing contained in clause 8.1 above shall prevent any party from disclosing any such information to the extent required or in connection with legal proceedings arising out of the Contract.
  3. 8.3. Neither the Client nor the Company shall disclose to any third party without the written consent of the other any information of a confidential nature concerning each other's business which comes to the other's knowledge including (and for the avoidance of doubt) the specific terms of the contract between the Company and the Client for the Company's service.
  4. 8.4. TTA Privacy Policy forms part of this Agreement, and by agreeing to this Agreement, the Client also gives consent to the way the Company may handle personal information contained in that policy.
  5. 8.5. The Client also gives consent for TTA to represent the Client's company trading name and/or trademark(s) as part of TTA's marketing, visually or verbally, when listing Clients of TTA, and that such representation is not an endorsement of TTA by the Client, but a statement of their past or present relationship with TTA.
9. Termination
  1. 9.1. The Company reserves the right to suspend or terminate all or part of the Services with immediate effect, where the Services have been inappropriately used.
  2. 9.2. The Company reserves the right to suspend provision of the Service for the Client until full payment of all invoices and any interest on these has been made.
  3. 9.3. The Company may forthwith terminate the contract on the death, insolvency, bankruptcy (as appropriate) of the Client or by notice to the Client in the event of the Client's breach of the contract which is not capable of remedy within 3 working days of written notice of the breach.
  4. 9.4. The Company reserves the right to refuse replacement if we believe that a Therapist has been harassed or mistreated in any way emotionally, physically, or mentally.
  5. 9.5. Any cancellation by the Client to the Company will be refunded (less any discount and additional expenses incurred by the Company as agreed with the Client) on a pro-rata basis for Therapy Days (or part thereof) yet to be placed. Any cancellation must be sent by recorded delivery and must be a received by the Company a minimum of 14 days in advance of the next placement (for regular placements), or no more than 7 days from the date of the confirmation of the Order of Sale (for a non-regular placement).
  6. 9.6. The Client is responsible for ensuring cancellation is received by the Company. Should cancellation not be received in accordance with clause 9.5, the Client shall remain liable for the cost of all remaining placements.
10. The Agency's Obligations to the Client
  1. 10.1. The Company will take all reasonable steps to provide the agreed number of professional Therapists, at the times specified, with the skills agreed, on the dates arranged according to the Order.
  2. 10.2. All Therapists are supplied by the Company acting as agents for the Client. As agents the Company will so far as possible check the references of therapists and will examine qualifications and Public Liability insurance details; notwithstanding this the Client shall take direct responsibility for all statutory duties where applicable, health and safety regulations and liability insurances not covered by the Therapist's own Public Liability Insurance.
  3. 10.3. The Company as contracting agent will terminate a Therapist's placement with the Client if so instructed.
  4. 10.4. The Company endeavours to ensure the suitability of candidates selected on behalf of Clients. TTA does not directly or indirectly employ Therapists. All therapists remain self-employed as sub-contractors or consultants.
  5. 10.5. The Company lays down a Code of Ethics and Practise to which the Therapists must adhere.  The Company does not, and cannot, monitor the day-to-day activities of its individual Users and Therapists. 
  6. 10.6. The Company endeavours to ensure that the services of any person supplied to the Client are satisfactory.  However the Client is strongly recommended to satisfy themselves, within two hours from the time that the person first begins to render services for or on behalf of the Client, that the services are satisfactory.  In the event of any person's services failing to satisfy the reasonable standards required by the Client, the charge aforesaid shall not be paid by the Client for that placement, provided that the Client has both dispensed with that person's services immediately upon such dissatisfaction, and has notified the Company of such dismissal not later than four hours from the time that person began to render services to or on behalf of the Client.
11. Client's Obligations to the Agency
  1. 11.1. The acceptance by or on behalf of the Clients of any person supplied by the Company shall be deemed acceptance of and agreement to these conditions of business.
  2. 11.2. The Client shall pay an hourly rate, daily rate, or fixed rate as agreed, in respect of each Therapist supplied by the Company.  The charge shall be calculated in accordance with the charges previously communicated to the Client by the Company on which Value Added Tax shall be paid in addition where applicable. The charge shall include all fees and emoluments of the person supplied to the Client.
  3. 11.3. Although Therapists supplied to the Client are engaged under contracts for Services with the Company, Therapists shall be subject to the exclusive direction and control of the Client who:
    1. 11.3.1. shall be responsible for all acts and omissions of any such person whether wilful, negligent or otherwise, and
    2. 11.3.2. subject to condition 11.2 herein, shall comply with all obligations, duties and regulations (whether statutory or otherwise and without prejudice to the generality of the foregoing relating to the place, nature or system of work) in any way arising from or directly or indirectly connected with the Services rendered by any person supplied to the Client.
  4. 11.4. The Company shall not be liable under any circumstances for any loss, damage or expense suffered or incurred by the Client arising from or in any way connected with the supply by the Company to the Client of any person or the use by the Client of the services of any person supplied by the Company or any failure by the Company to supply any person for all or any part of the period of a booking by the Client.
  5. 11.5. In the event of the Client either engaging any person supplied by the Company to the Client or introducing any such person to another person, firm or corporation resulting in an engagement by that person, firm or corporation (which the Client shall immediately inform to the Company), the Client shall pay an introduction fee to the Company unless the engagement occurs more than three years after such person last rendered services to or on behalf of the Client.  The introduction fee shall be calculated in accordance with the Company's fees for permanent staff.  An introduction fee shall also become payable if the Client engages the person via another employment business, unless the engagement occurs more than three years after such person last rendered services to or on behalf of the Client.
12. Client's Obligations to the Therapist
  1. 12.1. Each Therapy Day (unless otherwise agreed) shall consist of a maximum of 6 hours total contact time from the Therapist with individual clients per day, with 30 minutes rest time assigned every 2 hours during the placement (totaling 7 hours from start to finish of the placement).
  2. 12.2. The Client must provide a suitable area within which to work, that is; clear of avoidable interruptions, safe & secure, clean, and of a suitable temperature and humidity to carry out the placement. The Client must also provide safe passage to and from a publicly accessible area, in order to reach the area assigned to provide the Services.
  3. 12.3. The Therapist will usually bring with them all equipment required to carry out the Services agreed (ie their onsite massage chair and towels, etc). However, if requested, the Client must also provide; the equipment required to carry out any treatment where necessary and otherwise agreed, a suitable uniform where TTA's branding may not be suitable. The client should also provide in all circumstances; suitable onsite support for challenges outside the therapist's control on the day(s), easy access to drinking water, toilets, and hand washing facilities for the Therapist for throughout the day.
  4. 12.4. Where agreed, the Client will also arrange bookings for the Therapist and take payment where appropriate.
  5. 12.5. Although the Therapist maintains their own Public Liability Insurance for treatments provided, the Client is responsible for providing adequate insurance whilst a Therapist is on business premises and is under the Clients direction and control, to the extent that any Therapist and the Company have full benefits of coverage for any liability which might arise.  Therapists are under the control and direction of the Client for the duration or their assignments, in accordance with these Terms.
  6. 12.6. In addition and without prejudice to the foregoing conditions the Client undertakes to indemnify and at all times to keep indemnified the Company against all liabilities suffered or incurred by the Company arising out of or in connection with the matters raised in condition 11.3 herein.
  7. 12.7. The Client warrants that it has in place a current Occupational Health and Safety Policy and a current Anti-Discrimination Policy and will ensure that the Consultants work under conditions that are subject to these policies.
  8. 12.8. In the event that any Consultant makes a complaint of discrimination or sexual harassment to the Company in respect of the Client's employees, independent contractors or clients, the Client agrees that it will take all steps necessary to assist the Company to investigate and resolve such complaint.
13. Nature of Relationship
  1. 13.1. Nothing in this agreement may be deemed to constitute a partnership, joint venture, or other legal relationship between the Company and the Client other than that of supplier and purchaser.
14. General
  1. 14.1. Unless the Company otherwise agrees in writing these terms and conditions shall govern the contract between the Company and the Client for the provision of service to the exclusion of any other terms including without limitation and conditions warranties and representations written or oral express or implied and including any written terms and conditions previously produced by the Company to the Client.
  2. 14.2. The Company may without liability to the Client amend these conditions on giving reasonable notice, save for where the Client's rights are substantially affected by doing so.
  3. 14.3. No variation or qualification of these terms and conditions shall be binding upon the Company unless otherwise agreed in writing by the Company and the Client. No agent, employee or representative of the Company has the authority to make such variation or qualification of these terms and conditions unless such person is expressly authorised in writing by the Company to do so.
  4. 14.4. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
  5. 14.5. No failure or delay by the Company in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by the Company of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
  6. 14.6. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
  7. 14.7. English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.

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