WDental Agency
Main Service Agreement

Parties

This Main Service Agreement (“Agreement”) is made between:

WDental Agency (“Agency”)

The Dental Practice, Corporate Group or Hospital Organization (“Client”)

Purpose of Agreement

WDental Agency ('Agency') supplies qualified locum dental professionals to the Client. This Agreement outlines the terms governing the provision of such services in the United Kingdom.

Services Provided and Booking Process

The Agency will make reasonable effort to provide qualified locum professionals or support staff on temporary assignments, ensuring they meet UK regulatory standards, including GDC registration and right-to-work compliance. Specific assignment details, including but not limited to rates, hours, duties, and practice location, will be set out in the applicable appendix and or in the booking confirmation issued for each individual assignment.

Bookings are confirmed once the Agency sends written confirmation. The Client must provide accurate shift requirements and ensure Locums have the resources required to work safely.

The Agency reserves the right, at its discretion, to require the Client to pay a booking deposit equivalent to one hour of the applicable fee rate in order to secure a booking. Any booking deposit paid shall be deducted from the final invoice for the relevant assignment. Except where a booking is cancelled by the Agency, booking deposits are non-refundable, including where the Client cancels or reduces the booking.

Following completion of each assignment or shift, the Client shall ensure that an authorized member of staff signs off the Locum’s timesheet, either digitally or in paper form. The signed timesheet shall confirm the actual hours worked and shall form the basis for invoicing and payment. The Client acknowledges that actual hours worked may differ from the original booking confirmation due to factors including, but not limited to, late starts, late finishes, or variations in break durations.

Where a timesheet is not signed by the Client within 48 hours of submission, the Client agrees that the timesheet submitted by the Locum shall be deemed accurate and approved, and the Agency shall be entitled to invoice accordingly.

Any queries or disputes relating to a timesheet must be notified to the Agency in writing within 48 hours of receipt of the timesheet or invoice (whichever is earlier). Failure to raise a dispute within this period shall constitute acceptance of the recorded hours.

Timesheets are available to the Client upon request. Where requested, the Agency shall provide copies of signed timesheets by email following completion of each assignment. The Client acknowledges that invoices may be issued based on approved or deemed-approved timesheets whether copies have or haven’t been requested or provided.

Obligations of the Agency

• To provide qualified and compliant candidates.
• To verify GDC registration, DBS checks, right to work, mandatory immunizations, indemnity insurance and required training.
• To maintain business professional indemnity, public liability and employers’ liability insurance.
• Supervise booking processes.

Obligations of the Client

• To provide a safe working environment and to comply with all applicable employment, health & safety, and data protection legislation.
• To appropriately supervise, manage, and direct the Locum’s work while on assignment.
• To promptly notify the Agency of any complaints, incidents, concerns, or issues relating to a Locum’s conduct or performance.
• To ensure that an authorized member of staff signs off the Locum’s timesheet after each shift or assignment, either digitally or in paper form, confirming the actual hours worked, in accordance with the Agency’s timesheet and invoicing procedures.

Fees, Payment and Cancellation Terms

Fees are location-specific defined in Appendix A.

The Agency shall issue invoices to the Client on a weekly basis for all locum services provided during the preceding week. Invoices must be paid within 30 days of the issue date, unless agreed with the Agency in writing.

Upon request, the Agency may provide confirmation of receipt of payment by email or text message.

Where an invoice, or any part of it, remains unpaid after the due date and is not the subject of a genuine dispute notified in writing to the Agency, the Agency reserves the right to charge a late payment administration fee of £37 for each additional 14-day period (or part thereof) that the invoice remains outstanding, until payment is received in full.

Late payment fees shall be payable in addition to the outstanding invoice amount and may be included on subsequent invoices or charged separately. The charging of late payment fees shall not affect the Agency’s right to suspend services or take further action to recover unpaid sums.

The Agency reserves the right, upon written notice to the Client, to suspend the provision of any further services, bookings, or assignments where any invoice remains unpaid beyond the due date, without liability to the Client. Suspension of services shall not affect the Client’s obligation to pay any outstanding sums owed to the Agency.

The Client must not pay Locums directly.

The minimum booking duration for each Assignment is five (5) hours, unless otherwise agreed in writing by the Agency.

If the Client cancels an Assignment within forty-eight (48) hours of the scheduled start time, the Client shall be liable for a cancellation fee equal to ten percent (10%) of the agreed hours at the applicable rate.

If the Client cancels an Assignment within twenty-four (24) hours of the scheduled start time, the Client shall be liable for a cancellation fee equal to fifty percent (50%) of the agreed hours at the applicable rate.

Substitution and Replacement

If the originally assigned Locum staff becomes unavailable, the Agency may, at its discretion, provide a suitably qualified and competent substitute Locum to fulfil the Assignment. The Agency will notify the Client as soon as reasonably practicable of any such substitution.

If the assigned Locum becomes unavailable and the Agency is unable to provide a suitable replacement, the Agency shall notify the Client as soon as reasonably practicable. In such circumstances, the Agency shall not be liable for any losses, costs, or damages incurred by the Client, as a result of the Locum’s non-attendance.

Compliance and Record Keeping

The Agency shall ensure that all Locums supplied are suitably qualified, competent, and compliant with applicable laws, including but not limited to GDC registration requirements, CQC standards, right-to-work legislation, DBS requirements, mandatory training, professional indemnity insurance, and infection control standards. The Agency shall maintain accurate and up-to-date records of such compliance documentation and shall provide evidence to the Client upon reasonable request.

The Client shall be responsible for ensuring that Locums receive an appropriate induction and have access to the Client’s relevant clinical policies, health and safety procedures, and operational protocols. The Client shall retain responsibility for maintaining all clinical records and ensuring compliance with its own CQC obligations.

Each Party shall comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018, and shall process personal data only for legitimate and lawful purposes connected with the provision of the services.

The Agency will notify the Client promptly if it becomes aware of any change affecting a Locum’s compliance status or suitability for work. The Client shall notify the Agency without delay of any concerns, incidents, or issues arising from the Locum’s conduct or performance.

The Client agrees to comply with the Agency’s Policy Handbook, which sets out the operational and compliance standards applicable to all Assignments. The Handbook forms part of this Agreement and may be updated by the Agency from time to time, with notification provided to the Client. No separate consent or signature is required.

Liability and Indemnity Insurance

The Agency shall maintain professional indemnity insurance, employers’ liability and public/products liability insurance at levels reasonably appropriate for the provision of Locum services and shall ensure that all Locums supplied are covered by professional indemnity insurance for the duration of each Assignment.

The Agency shall provide evidence of such insurance to the Client upon reasonable request.

Except in the case of proven negligence, fraud, or breach of statutory duty by the Agency, the Agency shall not be liable to the Client for any loss, damage, or claim, including indirect, special, or consequential losses such as loss of profits, revenue, business, or goodwill, arising from the provision or non-provision of Locum services.

The maximum aggregate liability of the Agency under or in connection with this Agreement shall not exceed the fees paid by the Client to the Agency in respect of the relevant Assignment.

Client Responsibilities:

The Client shall retain full responsibility for supervising and directing the clinical work of the Locum during the Assignment.

The Client shall ensure that all clinical decisions, patient care, and treatment remain under the control and supervision of the Client’s appropriately qualified staff.

Confidentiality and Data Protection

Each Party shall keep confidential all information disclosed by the other Party in connection with this Agreement, whether oral, written, or electronic, including but not limited to business, financial, technical, operational, and patient information (“Confidential Information”).

Confidential Information shall not be disclosed to any third party or used for any purpose other than the performance of this Agreement, except: to the Receiving Party’s employees, agents, or professional advisors who need to know for the purposes of this Agreement and are bound by equivalent confidentiality obligations; where required by law, court order, or regulatory authority; or where the information is or becomes publicly available other than through breach of this Agreement.

The obligations in this clause shall survive termination or expiry of this Agreement for a period of five (5) years.

Each Party shall comply with applicable Data Protection Laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Each Party shall ensure that any personal data processed in connection with this Agreement is: processed lawfully, fairly, and transparently; collected for specified, explicit, and legitimate purposes; accurate and kept up to date; kept secure with appropriate technical and organizational measures; and retained only for as long as necessary for the purposes of the Assignment or as required by law.

The Agency may process personal data of Locums and Clients for purposes necessary to perform this Agreement, including booking, scheduling, payment, compliance, and regulatory reporting. The Client may process personal data of Locums for purposes related to clinical supervision and assignment management.

Both Parties shall promptly notify the other of any personal data breach affecting information shared under this Agreement and shall co-operate to comply with any statutory reporting obligations.

Upon termination or expiry of this Agreement, each Party shall, at the request of the other, return or securely delete all Confidential Information and personal data received under this Agreement, except where retention is required by law or regulatory obligations.

Term and Termination

This Agreement shall commence on the date signed and shall continue in full force and effect until terminated in accordance with this clause. Either Party may terminate this Agreement at any time by giving thirty [30] days’ written notice to the other Party, unless otherwise agreed in writing.

Either Party may terminate this Agreement immediately by written notice if the other Party: commits a material breach of this Agreement which is incapable of remedy; commits a material breach which, if capable of remedy, is not remedied within [14] days of receipt of written notice requiring remedy; becomes insolvent, enters administration, receivership, liquidation, or any equivalent insolvency procedure; or engages in conduct which, in the reasonable opinion of the other Party, materially prejudices the business or reputation of the terminating Party.

Termination shall not affect any rights or liabilities accrued prior to termination. Upon termination or expiry of this Agreement, each Party shall: settle any outstanding fees or payments due; return or securely delete all Confidential Information and personal data of the other Party in accordance with the Confidentiality and Data Protection clause; and cease to represent itself as having any authority under this Agreement.

Any provisions of this Agreement which by their nature are intended to survive termination, including but not limited to Confidentiality, Data Protection, Liability, Insurance, and Payment obligations, shall continue in full force notwithstanding termination or expiry.

1. Non-Solicitation Clause

During the term of this Agreement and for a period of six [6] months following its termination or expiry, the Client shall not, without the prior written consent of the Agency, directly or indirectly: employ, or contract with any Locum supplied by the Agency; or solicit or entice any Locum to terminate or reduce their engagement with the Agency, for the purpose of providing services which the Locum was supplied to the Client under this Agreement.

If the Client breaches this clause, the Client shall pay to the Agency a fee equal to ten [10] % of the annual remuneration that would have been payable to the Locum, or a sum agreed in writing between the Parties, as a genuine pre-estimate of the loss suffered by the Agency.

This clause shall not apply if: the Locum independently responds to a public advertisement placed by the Client; or the Agency provides prior written consent for direct engagement.

1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The Parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, including any non-contractual disputes or claims.

Appendix A – Fees & Operational Conditions

• Locum Dental Hygienists and/or Therapists

The Agency Fee of £50 per day is in addition to the Locum’s agreed wages and covers administrative, compliance, and coordination services provided by the Agency. Payment terms are as per Clause 6 (Fees and Payment Terms) of the Master Service Agreement. Any amendments to the Assignment (hours, rates, dates) must be agreed in writing by both Parties.

Minimum shift length: 6 hours.

Cancellation policy: Over 48h no charge, 24–48h 50%, under 24h full shift.

Transfer fee: 5% of annual salary equivalent.

• Locum Dental Nurses

For assignments within a 10-mile radius of postcode KT15 1BQ, the hourly rate for locum dental nurses is £25 per hour.

For assignments more than 10 miles from postcode KT15 1BQ, the hourly rate for locum dental nurses is £29 per hour, unless otherwise agreed in writing by both Parties. Distances are measured in a straight line from postcode KT15 1BQ to the postcode of the practice.

Signed for and on behalf of WDental Agency:

Name: Fatima Uddin

Position: Administrator

Date: 21/01/2026

Signed for and on behalf of

Name:

Position:

Date: