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The Private Healthcare Information Network Limited. Registered in England No. 8147995.

Subscription and Information Sharing Agreement

“PHIN”: PRIVATE HEALTHCARE INFORMATION NETWORK LIMITED, a non profit private company limited by guarantee, registered in England and Wales with company number 08147995 and having its registered office at 11 Cavendish Square, London W1G 0AN

“Subscriber”: [Company name/Trust name/Health Board name] a [company registered in [country] with company number [Number] / an NHS [Foundation] Trust [ODS Code or alternative] / a local Health Board [ODS Code or alternative] having its registered office at [Address]

Background

(A) On 1st December 2014, PHIN was approved by the Competition & Markets Authority as the “information organisation” pursuant to the Private Healthcare Market Investigation Order 2014 (the “Order”). Part 4 of the Order imposes obligations on both the information organisation and the operators of private healthcare facilities and is set out in Schedule 1 to this Agreement for ease of reference.

(B) The Subscriber, as the operator of one or more private healthcare facilities in the UK, is required under the Order to supply PHIN (in its role as information organisation) with information relating to the patient episodes of all private patients treated at its facility or facilities.

(C) The purpose of this Agreement is to govern the interactions between PHIN and Subscriber to enable each of them to fulfil their respective obligations under the Order, to support the pursuit of the PHIN Objects and to pursue any related purpose that the parties may agree from time to time (collectively, the “Purposes”).

(D) PHIN and the Subscriber each acknowledge that, in conducting their respective obligations and exercising their respective rights under this Agreement, they are acting in pursuit of the Purposes.

(E) PHIN’s processing of personal data (and each provider’s disclosure of such data to PHIN) is necessary for compliance with a legal obligation, namely the “Order”. Both parties to this agreement are therefore Data Controller’s in their own right.

This Agreement is subject to the terms set out in the Subscriber Details below, the Standard Terms and the Schedules.

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The Private Healthcare Information Network11 Cavendish Square, London W1G 0AN

020 7307 2862 | www.phin.org.uk | [email protected] | @PHIN_UK

The Private Healthcare Information Network

Subscriber Details

Subscription Fees Subscriptions to PHIN, in order to enable PHIN to carry out its duties specified under the Order, are calculated on a cost per case processed by the Subscriber in the preceding calendar year in accordance with Article 21.4 of the Order. A minimum annual subscription level applies, currently £1,000. The cost per episode to be applied will be communicated through the invoicing process, and PHIN shall use reasonable endeavours to give reasonable prior notice to the Subscriber of any increase in this cost per episode before invoicing such increased cost.

Payment Model Please see Schedule 2, Subscription Payment Policy, provided that Subscriptions shall be calculated in accordance with Article 21.4 of the Order.

Agreed Transmission Method(s)

Select agreed transmission method(s) below:

Direct from the Subscriber to PHIN ☐From the Subscriber to PHIN via a Processing Party Name: [Processing Party] ☐Other: [Specify details] ☐

Notice Contact Details

PHIN:For the attention of:Mona ShahAddress: Private Healthcare Information Network11 Cavendish SquareLondonW1G 0ANEmail addresses: [email protected]

Subscriber:For the attention of: [Name]Address: [Address for notices such as registered office address]Email address: [Email address]

IN WITNESS whereof the parties or their duly authorised representatives have entered into this Agreement on the later of the dates set out below (“Commencement Date”).

Signed by the duly authorised representative ofPRIVATE HEALTHCARE INFORMATION NETWORK LIMITED

Name: Signature:

Position: Date:

Signed by the duly authorised representative of [Name of Subscriber]

Name: [Name] Signature:

Position: [Position] Date: [DD/MM/YYYY]

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Standard Terms

These Standard Terms apply to the information services to be provided by PHIN to the Subscriber.

1 PHIN’S SERVICES TO THE SUBSCRIBER

1.1 PHIN shall, acting in accordance with this Agreement, the Order and the Applicable Laws and subject to the Subscriber’s compliance with clause 2:

1.1.1 lawfully and fairly process and/or oversee the Processing of the Supplied Information;

1.1.2 securely store the Supplied Information and ensure that appropriate technical and organisational measures are in place to prevent unauthorised or unlawful processing and to protect against the accidental loss or destruction of, or damage to information;

1.1.3 incorporate the Supplied Information into the Publishable Information;

1.1.4 review any concerns raised by the Subscriber as to the accuracy or suitability of the Publishable Information and, where PHIN considers it reasonably necessary, take steps within a reasonable period to address such concerns (provided that PHIN shall not unreasonably refuse or delay the correction of inaccuracies);

1.1.5 operate the PHIN website and the Portal in accordance with the Strategy; and

1.1.6 provide access to the Portal through which PHIN shall (in accordance with the Operating Manual):

(i) make available to the Subscriber the Publishable Information (to the extent it relates to the Subscriber) in advance of its publication to facilitate quality assurance; and

(ii) make available, from time to time, reports setting out the Subscriber’s adherence to the Data Standards and Requirements.

1.2 PHIN hereby grants to the Subscriber:

1.2.1 a non-exclusive licence to use and access (and allow appropriate staff, contractors and consultants working with the Subscriber and any third party acting on behalf of the Subscriber to use and access) the Portal for the term of this Agreement subject to the terms and conditions of use; and

1.2.2 a perpetual licence to use and re-publish the Publishable Information (after its publication by PHIN), either:

(i) in any ready to publish format provided by PHIN; or

(ii) in a different format, subject to the prior written approval of PHIN (such consent not to be unreasonably withheld or delayed).

1.3 Subject to obtaining any necessary permissions required under this Agreement or otherwise, PHIN may (in its absolute discretion) make available to the Subscriber for purchase other analytic and reporting tools, products and services.

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2 SUBSCRIBER INFORMATION AND PORTAL OBLIGATIONS

2.1 The Subscriber shall, at the Subscriber’s own expense:

2.1.1 submit the Required Information to PHIN in accordance with the Agreed Transmission Method(s) and comply with any other reasonable requirements specified by PHIN from time to time in accordance with the Order or as agreed with the Subscriber in respect of the scope, format, accuracy and completeness of such Required Information and the timing and frequency of its submission as set out in the Data Standards and Requirements;

2.1.2 take reasonable steps, in accordance with the Subscriber’s obligations under Data Protection legislation, to ensure that all Supplied Information is complete, accurate and up to date in all material respects;

2.1.3 respond promptly and accurately to communications from PHIN in respect of the Supplied Information;

2.1.4 on becoming aware that the Supplied Information or any part of it is incomplete, inaccurate or not up to date in any material respect (a “Material Issue”),

(i) promptly notify PHIN of such Material Issue and, as soon and as far as reasonably practicable, submit such information as is necessary to remedy it; and

(ii) if PHIN reasonably requests, agree a notice to be issued to the other subscribers and/or the public (as appropriate) to acknowledge such Material Issue and/or its subsequent rectification;

2.1.5 on request and subject to the Data Protection legislation, provide letters of authority in favour of PHIN and/or the Processing Party (as applicable) where such letters are necessary for access to be obtained to any relevant Contextual Information; and

2.1.6 use all reasonable endeavours to prevent the introduction of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into PHIN’s systems by way of the Supplied Information and/or any use of the Portal by or on behalf of the Subscriber.

2.2 The Subscriber shall nominate one primary and one secondary Super User to access the Portal by completing and returning a Super User form to PHIN. The Subscriber shall inform PHIN in writing of any changes to the nominated Super Users. Super Users will be responsible for creating and maintaining user accounts on behalf of the Subscriber, including managing Portal access permissions to view the Supplied Information and Publishable Information.

2.3 The Subscriber shall be responsible for ensuring that users of the Portal who leave the Subscriber organisation or whose roles change such that they no longer require access to the Portal have their Portal access permissions removed.

3 SUBSCRIPTION FEES

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3.1 The Subscriber shall pay to PHIN the Subscription Fees in accordance with the Payment Model.

3.2 Without prejudice to clause 9, any breach by the Subscriber of its payment obligations under clause 3.1 shall be dealt with in accordance with the Subscription Payment Policy (including the date from which interest will accrue) and/or referred to the Implementation Forum for consideration.

4 SUBSCRIPTION WARRANTIES

4.1 The Subscriber warrants, represents and undertakes that it:

4.1.1 is, and will continue to be while it remains a Subscriber, the operator of one or more private healthcare facilities as defined by the Order, and is registered with the appropriate Health Regulator to provide acute healthcare services in the United Kingdom;

4.1.2 will, save in respect of a solvent internal reorganisation within the Subscriber’s group, inform PHIN, where possible in advance and, if not, promptly upon any acquisition, disposal, renaming or other significant change affecting its ownership and control of private healthcare facilities in the United Kingdom (provided that where the Subscriber, or any member of its group, is a listed or traded company then this clause 4.1.2 will only apply to the extent that the rules of any listing authority or stock exchange on which the Subscriber’s, or any member of its group’s, shares are listed or traded will permit the Subscriber to notify PHIN); and

4.1.3 will obtain and maintain all necessary licences and comply with the Applicable Laws in relation to submitting the Required Information to PHIN, including (but not limited to) providing relevant fair processing notices to, individuals who are the subject of the Personal Data submitted to PHIN in accordance with this Agreement.

5 DATA PROTECTION

5.1 Each party shall comply with the Applicable Laws in carrying out their obligations under this Agreement.

5.2 The Subscriber acknowledges and agrees that, for the purposes of PHIN’s rights and obligations under the Order and this Agreement, PHIN is a data controller within the meaning of the Data Protection legislation and shall:

5.2.1 be responsible for the storage, processing, transmission and protection of any Personal Data that it collects and/or acquires in connection with this Agreement, so far as the Subscriber uses PHINs approved transmission methods;

5.2.2 deal with all subject access requests in respect of such Personal Data in accordance with the Data Protection legislation and PHIN’s internal policies; and

5.3 take reasonable steps, including applying both appropriate technical and organisational measures, in accordance with the Data Prtoection legislation, to keep all such Personal Data secure, to guard against unauthorised or unlawful processing, to protect against the

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accidental loss or destruction of, or damage to information and/or alteration or disclosure without the necessary authorisation and to ensure that staff are appropriately trained in data handling and to respond appropriately to security breaches.The Subscriber shall:

5.3.1 ensure that it only submits to PHIN the Personal Data of any Data Subject that is required for the purpose(s), as defined by the Data Specifications, and only by approved transmission methods;

5.3.2 ensure that any fair processing notice complies with the Data Protection legislation and is substantially in accordance with any form of notice that PHIN and the Subscriber agree should be used from time to time; and

5.3.3 promptly inform PHIN (to the extent it is permitted to do so) if a Data Subject at any time raises any concerns or objections with the Subscriber in relation to the processing of that Data Subject’s Personal Data by or on behalf of PHIN.

5.4 PHIN shall:

5.4.1 ensure that any data processors (within the meaning of the Data Protection legislation) acting on behalf of PHIN in relation to this Agreement are subject to appropriate data processing obligations and to confidentiality obligations no less onerous than those imposed on PHIN under clause 7;

5.4.2 promptly inform the Subscriber (to the extent it is permitted to do so) if a Data Subject contacts PHIN with any concerns or objections in relation to the processing of that Data Subject’s Personal Data under this agreement by or on behalf of PHIN; and

5.4.3 notify the Subscriber as soon as reasonably practicable after becoming aware of any material breach of security relating to the Supplied Information.

6 INTELLECTUAL PROPERTY IN THE INFORMATION

6.1 PHIN acknowledges that all Intellectual Property Rights, title and interest in the Supplied Information are and shall continue to be owned by the Subscriber.

6.2 The Subscriber hereby grants to PHIN a royalty-free, perpetual licence to use the Supplied Information in accordance with the Order. Save for the rights owned by the Subscriber in the Supplied Information and any other rights licensed to PHIN (including in respect of any data obtained by PHIN under third party data sharing agreements), PHIN owns and shall continue to own all Intellectual Property Rights, title and interest in the Database and any Data or information derived from it, provided that any use by PHIN of the Subscriber’s Confidential Information or any information identifying the Subscriber shall be in accordance with the Order.

7 CONFIDENTIALITY

7.1 Except to the extent set out in this clause 7, or where any use or disclosure is expressly permitted elsewhere in this Agreement, each party shall treat the Confidential Information of the other party as confidential.

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7.2 PHIN may, in accordance with the Order, make available to consultant clinicians (through granting licensed access to Data in accordance with clause 6.2) details of any patient episodes in respect of which that consultant clinician is identified as the (or one of the) acting medical practitioner(s) for Quality Assurance purposes.

7.3 The parties may disclose the Confidential Information:

7.3.1 to such of their employees, officers, consultants, agents, sub-contractors and professional advisors who have a reasonable need to know the same, and who are subject to equivalent obligations of confidentiality;

7.3.2 to the minimum extent required by law, by any court of competent jurisdiction or by any regulatory or administrative body; and

7.3.3 where applicable, to the minimum extent required by the rules of any listing authority or stock exchange on which its, or any member of its group’s, shares are listed or traded.

7.4 The obligations of confidentiality set out in this Agreement shall not apply to any information which:

7.4.1 is or becomes publicly known other than through any act or omission of the receiving party;

7.4.2 was in the possession of the receiving party without restriction as to its disclosure before that party received it from the disclosing party; or

7.4.3 is received from a third party who lawfully acquired it and who is under no obligation of confidence.

7.5 PHIN acknowledges that certain public bodies are subject to the requirements of the FOIA and agrees that, if the Subscriber is subject to the FOIA, it shall (at the Subscriber’s expense):

7.5.1 provide all necessary assistance and cooperation as reasonably requested by the Subscriber to enable the Subscriber to comply with its obligations under the FOIA to the extent that such obligations relate to this Agreement; and

7.5.2 transfer to the Subscriber, as soon as practicable, all requests for information that it receives under the FOIA in relation to this Agreement and not respond directly to such requests unless authorised in writing by the Susbcriber to do so.

7.6 The provisions of this clause 7 shall survive the expiry or termination of this Agreement, howsoever arising.

8 COMMUNICATION, ENGAGEMENT AND KEY CONTACTS

8.1 The Subscriber shall provide PHIN with a list of key contacts including, but not limited to, Chief Executive, Medical Director, Commercial Director or their equivalent roles and will provide updated information as appropriate.

8.2 PHIN may (in its absolute discretion) invite the Subscriber to attend advisory forums, committees, working groups or meetings.

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8.3 Each party shall be subject to the obligations of confidentiality set out in clause 7 in respect of all Confidential Information (whether belonging to PHIN or any subscriber to its services) which is disclosed during the course of any forum, committee, working group or meeting attended by the Subscriber pursuant to clause 8.2.

9 SUSPENSION

9.1 In the event that the Subscriber materially breaches any of its obligations under this Agreement (including but not limited to a breach of its payment obligations under clause 3) and the Subscriber fails to remedy such breach (where capable of remedy) within thirty (30) days of a notice in writing from PHIN specifying the breach and requiring such breach to be remedied, PHIN may suspend its provision of any or all of the services set out in clause 1 (which may include suspension of the Subscriber’s right to access the Portal and/or to have the Supplied Information incorporated into the Publishable Information or other reports).

9.2 PHIN shall notify the Subscriber of any such intended suspension and the Subscriber shall have the right to require, in advance of such suspension, a meeting between PHIN’s Chief Executive or senior executive and a senior executive of the Subscriber provided that the Subscriber notifies PHIN of such in writing within ten business days of receiving PHIN’s notice of intended suspension.

9.3 Nothing in this clause 9 shall affect the Subscriber’s obligation to pay the Subscription Fees in accordance with clause 3 and as set out in the Order.

10 TERM AND TERMINATION

10.1 This Agreement shall commence on the Commencement Date and shall continue unless and until terminated in accordance with this clause 10.

10.2 Either party may terminate this Agreement with immediate effect by serving notice on the other in the event that the Subscriber ceases to be subject to a legal requirement to provide to PHIN the information prescribed by the Order.

10.3 On termination of this Agreement (howsoever arising):

10.3.1 the Subscriber shall immediately pay the full amount of any sums due and payable to PHIN pursuant to clause 3;

10.3.2 PHIN shall, in accordance with good industry practice, securely destroy the Supplied Information on expiry of a 7 year retention period;;

10.3.3 the licence granted pursuant to clause 1.2.1 shall terminate immediately; and

10.3.4 any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.

11 LIABILITY AND INSURANCE

11.1 Nothing in this Agreement shall exclude or restrict the liability of either party to the other for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation.

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11.2 Subject to clause 11.1, in no circumstances shall PHIN be liable to the Subscriber whether in contract, tort, negligence , breach of statutory duty or otherwise in respect of any indirect or consequential loss however arising out of or in connection with this Agreement.

11.3 Subject to clauses 11.1 and 11.2, the total liability of PHIN to the Subscriber arising pursuant to or in connection with this Agreement shall be limited, for any one incident or series of connected incidents, to the amount of any Subscription Fees paid or payable to PHIN in the 12 months preceding the date on which the claim arises.

11.4 PHIN shall obtain and maintain, for the duration of this Agreement, appropriate insurance for not less than the amount of one million pounds (£1,000,000) per claim.

12 NOTICES

12.1 Notice given under this Agreement shall be in writing and sent for the attention of the person, and to the address, specified in the Notice Contact Details on the front page of this Agreement (or such other address or person as the relevant party may notify in writing to the other party) and shall be delivered:

12.1.1 personally, in which case the notice will be deemed to have been received at the time of delivery;

12.1.2 by commercial courier, in which case on the date and at the time of signature of the courier's delivery receipt; or

12.1.3 by email followed by recorded delivery or registered first-class post, in which case the notice will be deemed to have been received at 09:00 in the country of receipt on the second (2nd) normal working day in the country specified in the recipient’s address for notices after the date of posting.

12.2 To prove service of notice, it is sufficient to prove that the envelope containing the notice was properly addressed and posted or handed to the courier.

12.3 The provisions of this clause 12 shall not apply to the service of any proceedings or other documents in any legal action.

13 DISPUTE RESOLUTION

13.1 Without prejudice to clause 9, in the event that any claim or dispute arises out of or in connection with this Agreement, the parties shall follow the procedure set out in this clause 13 (except where such claim or dispute arises in connection with the Subscriber’s payment obligations under this Agreement which shall be dealt with in accordance with the Subscription Payment Policy as set out at Schedule 2).

13.2 The parties shall, following service of written notice by one party on the other, attempt to resolve amicably by way of good faith negotiations and discussions any such dispute or claim as soon as reasonably practicable (and in any event within 14 calendar days after such notice or by such later date as the parties may otherwise agree in writing).

13.3 If the parties are unable to resolve the dispute or claim in accordance with clause 13.2, the parties shall enter into mediation to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure and, unless

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otherwise agreed between the parties within 14 calandar days of notice of the dispute, the mediator will be nominated by CEDR.

13.4 If the parties are unable to resolve the dispute in accordance with clause 13.3, either party may commence proceedings in accordance with clause 14.9.

13.5 Nothing in this clause 13 shall prevent either party from applying at any time to the court for injunctive relief on the grounds of infringement, or threatened infringement, of the other party's obligations of confidentiality contained in this Agreement or infringement, or threatened infringement, of the applicant's Intellectual Property Rights.

14 GENERAL

14.1 This Agreement and any documents referred to in it contain the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersede all previous discussions, representations, agreements, arrangements and understandings between the parties relating to it (including any previous versions of this Agreement entered into by the parties). Each party confirms and acknowledges that it has not been induced to enter into this Agreement by, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) not expressly incorporated into it. However, nothing in this Agreement shall exclude liability for any fraudulent statement or act.

14.2 No party shall assign, transfer, charge or deal in any other manner with any of its rights and/or obligations under this Agreement, or any right arising under it, without the prior written consent of the other (such consent is not to be unreasonably withheld or delayed).

14.3 No variation of this Agreement shall be effective, unless it is in writing and signed by the parties (or their authorised representatives).

14.4 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

14.5 No person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999.

14.6 Each party warrants that it has in place, and undertakes that it will comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010) and fraud within its organisation and in connection with its dealings with other parties.

14.7 If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

14.8 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances

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the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

14.9 This Agreement and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the laws of England and Wales and the parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any such dispute or claim.

15 DEFINITIONS AND INTERPRETATION

15.1 In this Agreement the following words and expressions shall (except where the context otherwise requires) have the following meanings:

“Applicable Laws” means all applicable laws and regulations including (but without limitation) the Data Protection legislation and any other laws and regulations relating to the confidentiality of patient information and the processing of personal data and privacy;

“Commencement Date” has the meaning set out at the beginning of this Agreement;

"Confidential Information" means information that is expressly designated as, or ought reasonably to be considered, confidential including but not limited to the Supplied Information (which shall be the Subscriber’s Confidential Information) but excluding the Publishable Information;

“Contextual Information” means information about the Subscriber collected from other sources, such as regulators or clinical registries, in accordance with the PHINs Member Manual;

“Database” means PHIN’s database which holds the information submitted by and/or collected in relation to all subscribers to PHIN’s services, including the Supplied Information;

“Data Subject” means a patient who is the subject of the Personal Data submitted to PHIN in accordance with this Agreement;

“Data Protection legislation” means (i) the EU General Data Protection Regulation 2016/679, (ii) the Computer Misuse Act 1990, Privacy and Electronic Commuincations Regulations 2003 and the Data Protection Act 2018 or any subsequent legislation that replaces or superseds this legislation, to the extent that it relates to processing of personal data and privacy; (iiii) all other applicable Law about the processing of personal data and privacy;

“Data Standards and Requirements” means the standards and requirements in respect of the Required Information as set out in PHINs Member Manual;

“FOIA” means the Freedom of Information Act 2000;

"Health Regulator" means any body empowered by the UK Government or devolved administrations (as applicable) to register and regulate independent acute hospitals, being at time of entering this Agreement the Care Quality Commission in England, Health Improvement Scotland, Health Inspectorate Wales, and the Regulation and Quality Improvement Authority in Northern Ireland, and should be construed as including any succeeding body in the equivalent role;

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“Implementation Forum” means the implementation forum established by PHIN and its members;

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Normal Business Hours” means 9.00 am to 5.00 pm GMT Monday to Friday excluding UK public holidays;

“Member Manual” means the manual which includes specific definitions, plans and instructions to inform and facilitate practical compliance with this Agreement and the Purposes and which is made available by PHIN to the Subscriber from time to time following appropriate consultation envisaged by the Order;

“Order” has the meaning set out at the beginning of this Agreement, as amended by the Competition & Markets Authority from time to time;

“Personal Data” means personal data as defined by the Data Protection legislation;

“PHIN Objects” means the objects of PHIN as set out in its articles of association which, as at the date of this Agreement are to:

facilitate the advancement of health by collecting data from subscriber organisations and publishing it as comparative information, enabling patients to make better-informed choices of appropriate service suppliers;

manage the processes involved in the collection, interpretation and publication of this data on behalf of the members; and

establish and maintain strong corporate and information governance processes to ensure the appropriate management and use of such data;

“Portal” means a secure online platform through which the Subscriber will be able to view certain information including the Supplied Information and the Publishable Information;

“Process” has the meaning set out in the Data Protection legislation and includes the Pseudonymisation and Validation processes, and “Processing” shall be construed accordingly;

“Processing Party” means a third party acting on behalf of the Subscriber and/or PHIN in accordance with the Agreed Transmission Method;

"Pseudonymisation" means pseudonymisation as defined by the Data Protection legislation (namely, the process of disguising personal data to protect patient confidentiality and reduce the possibility that individuals might be identified from the data) and "Pseudonymise" and "Pseudonymised" shall be construed accordingly;

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“Publishable Information” means the clinical and other indicators and measures derived from the information contained in the Database for the purpose of its publication by PHIN in accordance with Articles 24.6 and 24.7 of the Order;

“Purposes” has the meaning set out at the beginning of this Agreement;

“Required Information” means (i) the information that the Subscriber is explicitly required to supply to PHIN in accordance with Article 21 of the Order; (ii) any further information that PHIN reasonably requests the Subscriber to supply as being necessary to produce the information specified in Article 21 of the Order, provided that such information is consistent with, albeit not explicitly required by, the Order; and(iii) any other information agreed with the Subscriber;

“Strategy” means PHIN’s strategic plan as published on the PHIN website (as updated from time to time);

“Subscription Payment Policy” means PHIN’s policy on subscription payments set out in Schedule 2 (as amended by PHIN and notified to the Subscriber from time to time);

“Super User” means a user appointed by the Subscriber in accordance with clause 2.2 to use and manage access to the Portal on behalf of the Subscriber, with specific responsibility for creating and maintaining user accounts and access permissions;

“Supplied Information” means the Required Information and any other information that the Subscriber submits to PHIN in it’s original form further to the Purposes; and

“Validation” means the process through which the Supplied Information is validated against the Data Standards and Requirements.

15.2 In this Agreement where the context admits:

15.2.1 words and expressions defined in the Order shall, unless the context otherwise requires, have the same meanings where used in this Agreement;

15.2.2 reference to the singular includes a reference to the plural and vice versa; and

15.2.3 references to any statute or statutory provision shall be deemed to include references to any statute, regulation or statutory instrument which amends, extends, consolidates or replaces the same (or shall have done so) and to any other regulation, statutory instrument or other subordinate legislation made thereunder or pursuant thereto.

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SCHEDULE 1

EXTRACTS FROM PART 4 OF THE ORDER (AS AMENDED)

Part 4: Information

20. Purpose and scope

20.1 The purpose of this remedy is to address the AEC which arises from the lack of publicly available information as to:

(a) performance measures of private healthcare facilities; and

(b) performance measures and fees of consultants providing privately-funded healthcare services,

by requiring that all operators of private healthcare facilities in the UK provide private patient episode data for processing and publication by the information organisation approved in accordance with the provisions of this Part of the Order, and that consultants provide fee information to patients by letter or email, using a standard template, and also to the information organisation.

21. Information concerning performance

21.1 Every operator of a private healthcare facility shall, subject to article 21.3 and article 21.5, supply the information organisation, quarterly from a date no later than 1 September 2016, with information as regards every patient episode of all private patients treated at that facility, and data which is sufficiently detailed and complete to enable the information organisation to publish the following types of performance measures by procedure at both hospital and consultant level:

(a) volumes of procedures undertaken;

(b) average lengths of stay for each procedure;

(c) infection rates (with separate figures for surgical-acquired and facilityacquired infection rates);

(d) readmission rates;

(e) revision surgery rates;

(f) mortality rates;

(g) unplanned patient transfers (from either the private healthcare facility or PPU to a facility of one of the national health services);

(h) a measure, as agreed by the information organisation and its members, of patient feedback and/or satisfaction;

(i) relevant information, as agreed by the information organisation and its members and, where available, from the clinical registries and audits;

(j) procedure-specific measures of improvement in health outcomes, as agreed by the information organisation and its members to be appropriate; and

(k) frequency of adverse events, as agreed by the information organisation and its members to be appropriate.

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21.2 Operators of private healthcare facilities shall, subject to article 21.3, include in the information supplied to the information organisation in accordance with this article:

(a) the General Medical Council reference number of the consultant responsible for each patient episode occurring in the relevant facility;

(b) the National Health Service number, Community Health Index number, or Health and Care number, as the case may be, or, in the case of patients from outside the UK, a suitable equivalent identifier, as determined by the information organisation;

(c) appropriate diagnostic coding, using the International Statistical Classification of Diseases (ICD) or other internationally recognised standard, as determined by the board of the information organisation, including full details of patient co-morbidities, for each episode; and

(d) appropriate procedure coding, using the OPCS Classification of Interventions and Procedures, or other internationally recognised standard, as determined by the board of the information organisation, for each episode.

21.3 Any processing of personal data shall be made in accordance with the Data Protection Act 1998*.

21.4 Subject to article 24.3, operators of private healthcare facilities shall pay an amount, calculated by reference to the number of private patients admitted by each relevant private hospital operator in the preceding calendar year, to cover the reasonable costs of the information organisation in processing this information into a format, which enables comparison of the data and is likely to be comprehensible to patients.

21.5 The duty in article 21.1 does not require a private hospital operator to supply the information organisation with information concerning any outpatient activity.

24. Duties of the information organisation

24.3 The information organisation may seek subscriptions from its members in order to carry out the duties specified in this order, and may with the agreement of its members grant licensed access, which is in accordance with the Data Protection Act 1998, to its database*.

24.5 The information organisation shall consult its members and may consult relevant experts on the methodologies it proposes to use to process its data and shall have its data sets and processing procedures subject to periodic external independent accreditation, certification or audit.

24.6 The information organisation shall publish performance information and fees information on its website, as specified by this Order, following the publication of the report, and shall publish all such performance information no later than 30 April 2017 and all fee information no later than 30 April 2019.

24.7 The information organisation shall ensure that the performance information which it publishes on its website is reviewed and updated, as necessary, no less than once every three months.

* References to the Data Protection1998, as written in the Private Healthcare Market Investigation Order 2014 (as amended) should be read as Data Protection 2018.

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The Private Healthcare Information Network Limited. Registered in England No. 8147995.

SCHEDULE 2

SUBSCRIPTION PAYMENT POLICY

Subscription Payment PolicyThis policy sets out the responsibilities of subscribers to pay their subscriptions on a timely basis, the point at which subscriptions become payable and the escalation process for non-payment of subscriptions.

Summary

The Private Healthcare Information Network (PHIN) is the Information Organisation approved by the Competition & Markets Authority (CMA) for the purposes of implementing the remedies comprising the Private Healthcare Market Investigation Order 2014 (as amended) (“the Order”).

As the operator of a private healthcare facility as defined by the Order, your organisation has a duty to pay subscriptions to PHIN in accordance with Article 21.4. That right is enforceable by PHIN through the Courts under section 167 of the Enterprise Act 2002.

This policy sets out the process for issuing subscription invoices and, where necessary, enforcing pay-ment of debts.

Please note that NHS hospitals undertaking any private healthcare activity are private healthcare fa-cilities as defined by the Order. The Order applies across the whole of the United Kingdom.

How are the subscriptions calculated?

PHIN sets an overall budget calculated to meet its operating costs in accordance with its Strategic Plan and Articles 21.4 and 24.3 of the Order, which read:

21.4 Subject to article 24.3, operators of private healthcare facilities shall pay an amount, calculated by reference to the number of private patients admitted by each relevant private hospital operator in the preceding calendar year, to cover the reasonable costs of the in -formation organisation in processing this information into a format, which enables compar-ison of the data and is likely to be comprehensible to patients.

24.3 The information organisation may seek subscriptions from its members in order to carry out the duties specified in this order, and may with the agreement of its members grant li -censed access, which is in accordance with the Data Protection Act 1998, to its database. *

Hence subscriptions are calculated to cover the budget, and are allocated in proportion to private healthcare activity undertaken by relevant facilities.

* References to the Data Protection1998, as written in the Private Healthcare Market Investigation Order 2014 (as amended) should be read as Data Protection 2018.

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The Private Healthcare Information Network11 Cavendish Square, London W1G 0AN

020 7307 2862 | www.phin.org.uk | [email protected] | @PHIN_UK


The fee-per-record is calculated by dividing the budgeted income by the total number of records re -ceived or expected to be received in relation to the preceding calendar year, (e.g. subscriptions for PHIN’s business year 01 August 2018 to 31 July 2019 will be based on the number of discharged epis-odes in calendar year 2017). PHIN reserves the right to charge a minimum subscription of £1,000 per annum to cover reasonable costs of processing and engagement.

The budget is set by PHIN’s Board, noting the limitation to cover ‘reasonable costs’ and the limitation of scope to the discharge of PHIN’s duties under the Order. Details of the budget and an annual re -port are published in accordance with Article 24.4 of the Order.

When do subscriptions become payable?

For existing subscribing members, the subscription becomes payable on presentation of the invoice, and payment is due within 28 days. Invoices are typically issued quarterly in advance.

Typical annual invoicing schedule

Invoice Date Sent1st August Qtr. 1 Invoice1st November Qtr. 2 Invoice1st February Qtr. 3 Invoice1st May Qtr. 4 Invoice

What is the escalation process for non-payment of subscriptions?

If subscriptions have not been paid within 28 days of the issue of a subscription invoice, a first re -minder letter will be sent after 30 days.

If the subscription remains unpaid after 60 days, a final reminder will be sent and interest may be ac -crued from the invoice date at the rate of 1% over the Bank of England Base Rate.

If the subscription remains unpaid 90 days after the invoice date, PHIN will commence action to re-cover the debt. PHIN may instruct solicitors or a debt collection agency, and reserves the right to sell enforceable debts to a third party. The subscriber will be liable for all interest and additional costs in -curred in this process.

Where any organisation has failed to pay subscription invoices within 30 days on each occasion that an invoice has been presented, PHIN reserves the right to issue future invoices up to one year in ad -vance to reduce the costs of processing and debt collection.

Example enforcement timetable

Date Action1st August Invoice Issued28th August Invoice due for payment30th August First Reminder Letter issued29th September Final Reminder Letter Issued and Interest chargeable29th October Enforcement action will be taken

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