Quinexis Primary Care Consulting Limited (Company Number: 17201526)

1. Purpose of the Service

This Terms of Reference document sets out the basis on which Quinexis Primary Care Consulting Limited (“the Company”) provides temporary, advisory, mentoring and/or interim management support to clients.

Services are delivered by an appointed Consultant on behalf of the Company. The Consultant will ordinarily be a Director of the Company or, where appropriate, a suitably vetted and experienced Associate engaged to deliver services on its behalf.

The Company works with:

• GP practices
• Primary Care Networks (PCNs)
• NHS or NHS-adjacent organisations
• Other organisations or individuals, including smaller or private clients

The service is designed to support organisations that:

• Are experiencing operational, governance, financial or workforce challenges
• Require mentoring or support for a developing Practice Manager
• Need interim management support
• Are establishing or acquiring services and require regulatory or compliance guidance
• Have specific project or transformation requirements

2. Status

The Company operates as an independent contractor.

Nothing in these Terms of Reference creates a contract of employment, partnership, joint venture, or agency relationship.

Any Consultant delivering services does so on behalf of the Company and does not have a direct contractual relationship with the client.

3. Scope of Services

The Company provides healthcare management consultancy services, which may include:

• General practice and PCN operational support
• Governance, quality, and compliance (including CQC readiness)
• Workforce, pathway, or service development
• Project, transformation, or interim management support
• Operational and organisational review
• Mentoring and coaching of Practice Managers or senior staff
• Regulatory readiness and improvement planning
• Workforce and HR process advice (non-legal)
• Financial and business process review

The precise scope, duration, and deliverables for each engagement are agreed in writing prior to commencement.

Implementation of recommendations remains the responsibility of the client.

4. Exclusions from Scope

Unless expressly agreed, the Company does not:

• Provide regulated healthcare services
• Assume clinical or statutory responsibility
• Act as CQC Registered Manager or similar roles
• Provide legal, clinical, or financial accounting advice
• Make binding financial or contractual decisions on behalf of clients
• Act as an employer of practice staff

Accountability for regulatory and contractual compliance remains with the client organisation.

5. Responsibility and Accountability

The Company delivers services with reasonable skill and care.

However, clients retain full responsibility for:

• Governance and operational decisions
• Regulatory and contractual compliance
• Submissions to regulators or commissioners
• Actions taken following advice

The Company does not accept responsibility for:

• CQC outcomes or ratings
• Regulatory or enforcement decisions
• Contractual or financial consequences

All advice is provided to support informed decision-making and does not guarantee outcomes.

6. Professional Standards

The Company will:

• Operate in line with NHS and independent sector standards
• Maintain appropriate professional indemnity insurance
• Comply with data protection legislation
• Maintain confidentiality
• Declare and manage conflicts of interest

7. Fees and Payment

Fees are agreed in advance and confirmed in writing prior to commencement of services.

• Charging is typically on a daily or agreed project basis
• Invoices are issued monthly (or as agreed)
• Payment terms are typically 7–14 days
• Expenses are only charged where agreed in advance

Statutory interest may be applied to overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Fees, including retainers or advance payments, are non-refundable unless otherwise agreed.

Late Payment and Suspension

The Company reserves the right to suspend services where invoices remain unpaid beyond agreed terms. Services will resume once payment is received in full.

Recovery of Fees

The Company reserves the right to recover unpaid fees through appropriate means, including debt recovery services or legal proceedings, and to recover associated costs where permitted by law.

8. Working Arrangements

Engagements may be delivered:

• On-site
• Remotely
• On a hybrid basis

Working patterns and availability are agreed in advance.

9. Retainer Arrangements

Where services are provided on a retainer basis:

• A minimum level of time commitment is agreed
• Retainer fees are payable in advance or as agreed
• Unused time does not roll over unless agreed
• Availability is subject to agreed commitments

10. Remote and Flexible Working

Services may be delivered remotely using secure communication methods.

Remote delivery is considered appropriate for advisory and consultancy services and does not affect client accountability.

11. Confidentiality

All information is treated as confidential and will not be disclosed except where required by law or agreed.

12. Data Protection

The Company complies with UK GDPR and the Data Protection Act 2018.

Clients remain the Data Controller unless otherwise agreed.

13. Intellectual Property

All materials and deliverables remain the property of Quinexis Primary Care Consulting Limited.

Clients are granted a licence to use deliverables for internal purposes only.

Materials may not be shared, reproduced, or used commercially without prior written consent.

The Company retains the right to reuse its methodologies and know-how.

© Quinexis Primary Care Consulting Limited 2026. All rights reserved.

14. Liability

The Company’s liability is limited to the extent of its professional indemnity insurance.

The Company is not liable for:

• Client decisions or actions
• Inaccurate information provided by clients
• Indirect or consequential losses

15. Termination and Cancellation

Either party may terminate an engagement with reasonable notice (typically two weeks unless otherwise agreed).

Short-notice cancellations may be subject to a cancellation fee to reflect reserved time and lost opportunity.

16. Force Majeure

The Company is not liable for delays or failure to perform due to events beyond its reasonable control, including but not limited to major incidents, system failures, or external disruption.

17. Engagement of Consultants and Associates

To protect the integrity of the Company’s service model, clients must not directly approach or engage any Consultant or Associate introduced through Quinexis Primary Care Consulting Limited without prior agreement.

This applies during the course of an engagement and for a period of six months following its conclusion.

Where a client wishes to engage a Consultant or Associate directly, this can be discussed and may be agreed by the Company, potentially subject to an introduction or transfer fee.

This does not prevent clients from recruiting individuals through a genuine open recruitment process, provided that no direct or indirect approach has been made to the individual in connection with their work through the Company.

18. Governing Law

These Terms of Reference are governed by the laws of England and Wales.

19. Engagement Process

Specific services, scope, duration, and fees are agreed in writing prior to commencement of any engagement.

NB: A tailored Terms of Reference will be agreed for each engagement of services