THIS AGREEMENT is made between:

(1)  SEN SUPPORT LTD (Company Number 14212237)

(1) Chapman House, Derby Conference Centre, London Road, Allenton, Derby, DE24 8UX

And

(2)     Jointly “the Parties” Organisation name:

SCOPE / LEVEL OF SERVICES

The Company has agreed to provide the Client with ongoing special educational needs consultancy and/or training for a starting fee from £110.00 - £140 per hour plus VAT and/or training and/or support services. All work and communication undertaken on your consultancy/training is chargeable at this rate. (This includes all reading, communications and consultancy management administration relating to your consultancy/training).

For the purpose of this Agreement “special educational needs consultancy, training and support services” means those services set out in Schedule 1 to this Agreement.

DELIVERY OF SERVICES, PROGRESS AND TIMESCALES

The Company has agreed to provide you with special educational needs consultancy and/or training and/or support services. The elements of this service that we must provide are outlined in Schedule One. Any work to be undertaken, including the deadline by which it shall be completed, shall be agreed in writing between us in advance of the work being undertaken and your written instructions sought to proceed with the same.

The Company shall deliver any products of its service to the Client via email.

The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions. The Client is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Client are complete and accurate. The Client is responsible for giving the Company any necessary information relating to the Services within a sufficient time to enable the Company to perform the Contract.

The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Services contained upon the Company’s website are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.

These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, Schedule of Works, invoice or other documentation or information issued by the Company will be subject to correction without any liability on the part of the Company.

The Company shall keep the Client updated regularly through the planning and development of any bespoke training. This will be agreed in writing between the Parties as part of initial works undertaken. Any quotation given by the Company shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.

For settings and provisions – any work paid for will be carried out and undertaken within 12 months. If this has not been delivered within the 12 months of payment being received the booking will have to be re-made again along with payment in full. This requirement shall not apply where any delay is caused by the Company. In such circumstances, the original payment shall remain valid until the work is completed.

No Order which has been accepted by the Client may be cancelled by the Client except with the agreement in writing of the Company and on terms that the Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of labor and materials used), damages, charges and expenses arising from the cancellation.

JOINT INSTRUCTION

If the Company is jointly instructed by the Client in conjunction with an additional person or organisation to act in a matter, the Company will assume that only the Client is authorised to give instructions, unless advised otherwise. Where there is a conflict in instructions, we shall follow the instructions of the person with whom this Agreement is made.

PROVISION OF INFORMATION

The Client will use their best endeavors to ensure that all information provided to the Company is complete, accurate and up to date. The Client will notify the Company of any changes or variations to any information that it has given to the Company.

Through the duration of this Agreement, the Client will notify the Company promptly of any new information that might be relevant to the work the Company is undertaking.

The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Client in any such event.

The Company warrants to the Client that the Services will be provided using reasonable care and skill following legislation and best practice.

CHARGES, PAYMENT AND BILLING

Subject to the below variations and/or unless otherwise agreed, all work undertaken by the Company will be charged at the rate stated at clause 1 above. VAT is currently charged at 20% however, will always be charged at the rate set by the Government.

The Company will provide the Client with a cost in writing in advance of undertaking any work.

Any further work commissioned, will result in additional costs which will be shared in advance for agreement, before the Company undertakes the work.

The Company will request that the Client pay half of the full costs in relation to the Company’s fees or any disbursements or third party charges, prior to any work being undertaken or fees/disbursements being incurred.

The Client becomes liable to pay the Company’s fees upon the rendering of an invoice. The invoice may offset any deposit against any monies owing to the Company for services provided. All fees must be paid to the Company by way of BACS (or another electronic transfer method) within 7 days (excluding bank holidays) before the delivery of the work. Invoices will be delivered either electronically or through postal mail. Failure to receive payment in the 7 day window will mean additional late fees are added to the account and the work will not go ahead until payment is received. For clarity, late‑payment fees apply after 7 days; however, the Company shall not exercise its right to terminate the Agreement for non‑payment until 28 days have passed, in accordance with Clause 18.3.

In entering into this Agreement you acknowledge that the Company may use all lawful means at its disposal, including pursuing court action against you, should you refuse to pay any invoices within the time specified. Should we have to pursue court action against you for recovery of our fees, you shall be liable for the legal costs associated with the same.

We reserve the right to charge a late payment administration fee of £25.00 per week (inclusive of VAT) for invoices that are more than 7 days overdue. We may also add a statutory interest of 8% plus the Bank of England base rate.

The Client shall pay each invoice submitted by the Company within the payment terms as specified on the Invoice; and in full and in cleared funds to a bank account nominated in writing by the Company, and time for payment shall be of the essence of the Contract.

STORAGE OF DOCUMENTS

The Company is entitled to hold and store any documentation in hard or soft copy provided by the Client to the Company for the purpose of the fulfilment of the services provided under this Agreement.

At the end of the matter, we will be entitled to keep possession of your file while there is still money owed to us for fees and/or expenses.

Following the ending of this Agreement, we will store your file for a reasonable period of time and in any event six years from the date of delivery of the service/goods outlined at clause 1 above. Your file may be stored electronically.

We reserve our right to destroy your file after a reasonable period, without prior notice to you, unless we receive a written request from you during this period. At your request we will return any papers or property belonging to you which are not subject to a lien or otherwise being stored for safe keeping.

PROFESSIONAL INDEMNITY

The Company possesses professional indemnity insurance to cover the services provided to the Client under this Agreement whether provided by the Company directly, or a self employed contractor acting on the Company’s behalf.

CONFIDENTIALITY

The Company shall keep confidential all information and documentation shared with it by the Client unless otherwise agreed. This obligation extends beyond the ending of this Agreement.

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.

DATA PROTECTION AND PRIVACY NOTICE

We are registered as a Data Controller with the Information Commissioners Office. We will use the information that you give us to provide you with our services. We will only use it for the purpose(s) for which it was provided or as is permitted in law.

We currently collect and process the following information:

Personal identifiers, contacts and characteristics (for example, name and contact details);

Most of the personal information we process is provided to us directly by you to allow us to conduct the service you have requested we provide to you.

Under the General Data Protection Regulation, the lawful bases we rely on for processing this information are:

Your consent. You are able to remove your consent at any time by contacting enquiries@sunshine-support.org.uk or your caseworker; and

We have a contractual obligation.

We use the information you or others provide to us in order to assist carry out the services we are engaged to provide, as well as to provide information about marketing events we may carry out, for instance, webinars.

Occasions where we may not seek your authorisation to share your personal data pertains to situations that meet our threshold for safeguarding concerns. A copy of our safeguarding policy can be available upon request.

Your information is securely stored electronically on Microsoft sharepoint if you use our consultancy and/or training service. You remain the legal owner of all information uploaded to your Microsoft Sharepoint area.

We will store your information for a reasonable period of time and in any event six years from the date of delivery of the service/goods outlined at clause 1 above. Your file may be stored electronically. After that period we reserve the right to securely destroy your information without further recourse to you.

Under data protection law you have rights including:

Your right of access - You have the right to ask us for copies of your personal information.

Your right to rectification - You have the right to ask us to rectify information you think is inaccurate. You also have the right to ask us to complete information you think is incomplete.

Your right to erasure - You have the right to ask us to erase your personal information in certain circumstances.

Your right to restriction of processing - You have the right to ask us to restrict the processing of your information in certain circumstances.

Your right to object to processing - You have the the right to object to the processing of your personal data in certain circumstances.

Your right to data portability - You have the right to ask that we transfer the information you gave us to another organisation, or to you, in certain circumstances.

You are not required to pay any charge for exercising your rights. If you make a request, we have one month to respond to you.

Please contact us at enquiries@sunshine-support.org.uk if you wish to make a request.

You can also complain to the ICO if you are unhappy with how we have used your data. The ICO helpline number is 0303 123 1113 and their address is:

Information Commissioner’s Office Wycliffe House

Water Lane Wilmslow Cheshire SK9 5AF

CYBER CRIME AND FRAUD

It is unfortunate that Cybercrime and email fraud targeted at businesses and their clients is on the increase. Fraudsters are using very sophisticated methods to manipulate IT and intercept communications.

Our bank account details will be confirmed to you at the outset of the matter. We will not be changing our bank account details during the course of dealing with your matter so the account details we confirm will stay the same.

It is very important that you are aware that we will not notify you of changes to our bank account details by email. We will only notify you of changes to bank account details, in official correspondence which will be sent by postal mail.

If you ever receive any other communication purporting to come from us and which purports to change our bank account details or to request that you send funds to another account, please do not rely on this and immediately contact us by telephone. Even if the request appears to have come from us, you must never send funds to another account unless you have verified this with us.

We cannot take any responsibility for any losses where funds are transferred to other accounts that have not been verified by us.

Prior to transferring any funds to our account, we recommend you contact us by telephone or in person to verify our account details. Wherever possible, you should contact us by telephone.

We may not agree to send any funds to you unless it is to a pre-agreed bank account which we have verified.

You must take care to protect your own data and bank account details. Confirming your bank details by email should be avoided.

We will not transfer any funds to you unless you have confirmed your bank account details to us by telephone.

If you are a long-standing client or a client to whom we have previously transferred funds and you have not notified us that your bank account details have changed we will rely on our previous transactions rather than contact you via telephone for verification unless circumstances exist which increase the level of risk or we otherwise consider it appropriate to do so.

MONEY LAUNDERING

The Company is not one which is required to be registered with the Revenue for the purposes of anti - money laundering legislation. However, if the Company believes that its services are being used as a vehicle for money laundering, it shall contact the police and/or any other organisation that it deems appropriate.

The Client confirms that they understand that where the Company has concerns regarding money laundering, the Company will make any such disclosure without notifying you to ensure it does not fall foul of the prohibition against ‘tipping off’.

CONFLICT OF INTEREST

Whilst unlikely, an actual or potential conflict of interest may arise between the interests of the Client and another of the Company’s clients during the course of the Client’s instruction. If such a situation arises, the Company shall notify the Client of the actual or potential conflict within 5 days of becoming aware of the conflict and discuss the Client’s options with them.

LIMITATION OF LIABILITY

Nothing in this clause is designed to, or should be construed as an attempt to, limit or exclude the Company’s liability to the Client for:

Death or personal injury caused by the Company’s negligence;

Loss caused by the Company’s committal of fraud;

Loss caused by fraudulent misrepresentations made by the Company;

For the provision of defective goods; and

Any claim brought under the following sections of the Consumer Rights Act 2015: 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 34, 35, 36, 37, 38, 39, 40, 41, 49, 50, 51, 52.

Services provided under this Agreement are provided for the sole use of the Client. The Company will not accept any liability for any loss of a third party arising from third party use of services provided to the Client by the Company.

The Company shall not be liable to the Client for any injury, loss, damage, cost or expense caused by the negligence or wilful misconduct of the Client or by breach by the Client of their obligations under this Agreement.

The Company’s liability to the Client shall be limited to £1,000,000 in respect of the following claims (and the Client agrees that the Company’s liability is limited accordingly):

Claims howsoever arising through the Company’s negligence or breach of duty

Claims howsoever arising through the Company’s breach of contract;

Infringement of intellectual property rights;

Breach of confidentiality, invasion of privacy or violation of any other legal protections for personal information;

Defamation (including libel, slander, trade libel, product disparagement or malicious falsehood) or any other claim for emotional distress or outrage based on harm to the Client’s character or reputation;

Dishonesty of our employees or sub-contractors or self employed freelancers directly contracted by us or under the Company’s supervision;

Breach of licence.

The Company shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract. Non-exhaustive illustrations of direct loss would be loss of profit, loss of contract, loss of goodwill, damage to the Client’s property or the property of any third party or personal injury to any third party other than caused by the Company’s negligence.

The Company shall not be liable in any circumstances to the Client for:

Reputational damage;

Loss of data;

Losses that were not foreseeable to both parties when the Agreement was formed;

Losses that were not caused by any contractual breach/negligence of the part of the Company

13.7    This clause shall survive termination of the Contract

ASSIGNMENT AND SUB-CONTRACTING

You must perform all of your obligations under this Agreement yourself unless agreed in writing with the Company.

Assignment and subcontracting:

The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party;

The Client shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

THIRD PARTY RIGHTS

This Agreement shall not create any rights, entitlement, claims or benefits enforceable by any person that is not a party to it. Accordingly, no person, body, institution, organisation or being howsoever incorporated shall derive any benefit or have any right, entitlement or claim in relation to this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999.

HEADINGS AND SCHEDULES

The headings used in this Agreement are for reference purposes only and should not have, or be construed as having, any effect on the interpretation of the Agreement.

The Schedules are a binding part of this Agreement.

DEEMED ACCEPTENCE

The Client will be deemed to accept the provisions and terms of this Agreement unless it notifies the Company otherwise, in writing, following the 14 working days cooling off period and from the date of this Agreement.

17A.1. Where any timescales within this Agreement appear to overlap or conflict, the following hierarchy shall apply:

(a) Statutory rights, including the 14‑day cancellation period under the Consumer Contracts Regulations 2013, take priority over any contractual timescale or cancellation policy.)

(b) Service‑specific cancellation or notice terms take priority over general terms. Consultancy and training services each follow their own cancellation rules as set out in Clause 18.)

(c) General payment, delivery, and administrative timescales apply only where they do not conflict with (a) or (b).)

17A.2. If two contractual timescales conflict, the interpretation that is most favourable to the Client shall apply unless otherwise agreed in writing.

17A.3. If any conflict of interpretation arises, the Company shall notify the Client within 5 working days and both Parties shall agree which timescale applies. Until resolved, the timescale most favourable to the Client shall prevail.

TERMINATION AND CANCELLATION

18.1     For consultancy service please adhere to 18.1,18.2 and 18.3: If we have not met with you then you have a right to cancel this contract within 14 working days without giving any reason, pursuant to the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Should you wish to do so then please send us a completed copy of Schedule Two to this Agreement. For the avoidance of doubt, the statutory 14‑day ‘cooling-off’ cancellation period takes priority over any contractual cancellation window or fees, including the 24‑hour cancellation policy below.

Sunshine Support cancellation and fee policy

Following the 14 working day cooling-off period, if you need to cancel your meeting with us, please notify us as soon as possible by email at enquiries@sunshine-support.org.uk. Cancellations requested more than 24 hours ahead of your appointment will not incur any penalty. Cancellations within the 24 hour period will be charged at starting fee from £110.00 - £140 per hour plus VAT for the estimation of hours that was originally booked

You may terminate this Agreement at any time by way of written notice. Should your matter not be carried through to completion then a charge will be made in respect of the work that has already been completed. VAT or similar taxes will be payable on that amount and you will also be billed for any disbursements incurred.

We may terminate this Agreement by written notice to you if you have failed to pay an invoice within 28 days of funds being due. This clause applies only to consultancy services. For training services, the termination provisions in Clause 18.4 apply instead

This clause applies exclusively to training services and does not apply to consultancy, or support work. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

The other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 10 working days after receipt of notice in writing of the breach;

The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or [(being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply];

The other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];

A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;

The other party (being an individual) is the subject of a bankruptcy petition or order;

A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

A floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(b) to clause 13.1(i) (inclusive);

The other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or

The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

18.4         Without limiting its other rights or remedies, the Company may terminate the Contract:

By giving the Client 3 months’ written notice; or with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment.

The Client may terminate the Contract by giving the Company not less than 3 months’ written notice. Cancellation of any of our services or programmes incur a cancellation fee of 80% of the full fee, where cancellation is shorted than the 3 month’s notice required. Where services are cancelled in advance of this period, a fee of up to 50% may be due.

18.5         Without limiting its other rights or remedies, the Company shall have the right to suspend the supply of Services under the Contract or any other contract between the Company and the Client if:

The Client fails to make pay any amount due under this Contract on the due date for payment; or

The Client becomes subject to any of the events listed above, or the Company reasonably believes that the Client is about to become subject to any of them.

COMPLAINTS

We aim to provide a high quality, cost effective service at all times however, if you have a complaint about some aspect of the service provided to you then please let us know as soon as possible by contacting: concerns@sunshine-support.org.uk who shall provide you with a copy of our Complaint’s Policy as well as outline of the process.

ALTERNATIVE DISPUTE RESOLUTION

The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Agreement.

Where the Parties are unable to negotiate a settlement, the Parties agree to undergo either early neutral evaluation or mediation prior to issuing court proceedings in relation to any matter, other than where the Company seeks to recover unpaid debt from the Client. The process of alternative dispute resolution shall be determined by the Company. The neutral evaluator or mediator shall be chosen jointly by the parties by the Company putting forward three individuals for final selection by the Client. The neutral evaluator or mediator shall be jointly funded by the Parties with each paying 50% of the individual’s fees. Unless otherwise agreed, any legal or other fees incurred by the Parties in the facilitation or carrying out of the alternative dispute resolution process shall be borne by the Parties. All negotiations connected with the dispute shall be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings.

SEVERABILITY

If any provision of the Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions, or spirit, of the Agreement, and shall not in any way affect any other circumstances of, or the validity or enforcement of, this Agreement.

JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and the Parties agreed that the courts of England shall have exclusive jurisdiction over the interpretation of, and disputes concerning or arising from, this Agreement.

WHOLE AGREEMENT

This Agreement contains the entire agreement and understanding of the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.

Each of the Parties acknowledge that it does not enter into this Agreement on the basis of and does not rely upon any representations, warranty or other provision made or agreed to by any person (whether a party to this Agreement or not) except those expressly set out in this Agreement and, in particular, without limitation, it has not relied on any representation, warranty or provision made, given or agreed prior to the entry into of this Agreement and which is not expressly repeated in this Agreement.

VARIATION

Any variation to the terms of this Agreement must be agreed in writing between the Parties.

COUNTERPARTS

This Agreement may be signed in any number of counterparts, each of which when signed shall be an original and all of which together evidence the same Agreement.

NOTICES / CONTACT US

The Company’s registered address is Chapman House, The Derby Conference Centre Limited. Any notices to be served under this Agreement should be served on this address.

The first point of contact for any enquiries should be your case worker who will provide you with their contact details at the point of instruction.

SCHEDULE ONE – SERVICES TO BE PROVIDED

Where you are being provided with the special educational needs consultancy, training and support services we shall tailor our services to meet your needs however, as a minimum, we would provide/do the following:

Liaise with you to develop an understanding of the background to your case;

Provide a quote for services being undertaken;

Review all documentation provided;

Take your instructions on what you want to achieve;

Work with you to devise and agree a plan of action, including establishing clear timescales;

Update you in a timely manner should schedules or costs vary from that originally agreed.

Following the completion of the services outlined at paragraph 1 of schedule 1 above, we can undertake a variety of services for you which may include (but are not limited to):

Special Educational Needs Support, Advice and Guidance

Special Educational Needs Consultancy

Special Educational Needs Training

Special Educational Needs Resource Development

Bespoke Special Educational Needs Work

For the avoidance of doubt, the Company is not a law firm and is not regulated with the Solicitors Regulation Authority. As such, we cannot perform reserved legal activities within the meaning of section 12 of the Legal Services Act 2007 such as conducting litigation on your behalf or exercising rights of audience.