Learning & Wellbeing Psychology
Terms & Conditions
Learning & Wellbeing Psychology
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Annual Service Offer
means any additional tasks beyond the Services which we may agree on in writing from time to time.
1. OUTLINE
1.1 This document sets out the terms on which we negotiate and contract our role, deliver and charge for our services. Our aim is to provide you with a professional service which meets your requirements in a cost-effective manner.
2. DEFINITIONS
2.1 In these terms:
“Additional Services”
means any additional tasks beyond the Services which we may agree on in writing from time to time.
“Business Day”
means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Contract”
means these terms and conditions for the Services in accordance with the Contract Details.
“Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach” and “processing”
shall have the meanings given under Data Protection Legislation.
​“Data Protection Legislation”
means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).
“Deliverables”
means all documents, products and materials developed us or our agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).
“Intellectual Property Rights”
​means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) 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.
“Link EP”
​The Educational Psychologist allocated to co-ordinate the delivery the sessions you have bought from LWP. They will negotiate and contract the work with you in planning meetings and either deliver this work themselves or ensure that it is delivered by an appropriately qualified member of staff.
An academy trust is a legal entity which runs more than one school. For the purposes of this document it includes educational settings formed as Academy Trusts and Trust Partnerships.
“Our IPR”
​means all Intellectual Property Rights subsisting in the Deliverables excluding any School Materials incorporated in them.
“School Day”
means a day other than a Saturday, Sunday, public holiday or school holiday in England when schools in England are teaching the majority of children on their role, whether this teaching is on-site or virtual. The school holiday days are the days designated as school holiday by the Local Authority within whose boundaries the school postcode lies.
“School Materials”
​means all documents, information, items and materials in any form, whether owned by you or a third party, which are provided by you / the School/ MAT to us in connection with the Services and any Additional Services.
“SENDCo”
means Special Education Needs and Disabilities Co-Ordinator and refers to the member of staff who is a qualified teacher, head teacher/ appointed acting head teacher or taking steps to become a qualified teacher and has obtained or is in the process of obtaining a national professional qualification. This member of staff is also designated by the school to co-ordinate with outside professionals in order to deliver educational services to children with Special Educational Needs and Disabilities. This person is the primary contact for our service and has authority from the school to negotiate and contract use of Educational Psychology sessions.
“Services”
means the services to be provided by as set out in the Contract Details.
“Session”
a Learning & Wellbeing Psychology session is 6 hours of Link EP time, no more than 1 hour of which is typically administration and no more than 2.5 hours of which is typically recording and reporting. This time may be delivered on or off the school site. Travel time between split site schools is also counted within a session. We will keep records of the activities undertaken for each school.
“Termly Planning”, “Planning” or “Re-planning”
​means our records or other communication to you headed Termly Planning/ Planning/ Re-planning, setting out the basis on which we will work with you in relation to our Services.
​“UK GDPR”
has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
“us”, “we”, “our”, or “LWP”
​means Learning & Wellbeing Psychology CIC Limited, a limited company registered in England and Wales under number 10874595 and includes where relevant our employees, agents, representatives and third party suppliers.
“us”, “we”, “our”, or “LWP”
​means Learning & Wellbeing Psychology CIC Limited, a limited company registered in England and Wales under number 10874595 and includes where relevant our employees, agents, representatives and third party suppliers.
“you”, “your” or “the School”
​means you the School or Muti-Academy Trust as detailed in the Contract Details as applicable.
3. COMMENCEMENT AND DURATION
3.1 This Contract will commence on the date specified in the Contract Details, including time you would like to have available for your central team and each individual school to use, and which is referenced in the Contract Details.
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4. AUTHORITY
4.1 By signing this Contract you acknowledge that you have the relevant authority to negotiate and enter into this Contract on behalf of the School.
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5. OUR SERVICES
5.1 Upon entering into the Contract, we will work with you to produce a detailed planning record which will set out the Services which we will provide (“Planning Record”). The Planning Record should be read in conjunction with the Contract and any other referenced documents, such as planning emails and planning telephone calls, together as they shall together constitute the “Contract”. If there is any inconsistency between the Planning Record and these conditions, the most recent record, email or phone call will take precedent.
5.2 We will carry out our role as we have negotiated and contracted them with you. Unless otherwise agreed in writing, all times, dates and detailed in the Planning Records to be allocated to a task are estimates only and may vary as a result of, without limit, the level of changes requested by you. We will inform you as soon as reasonably possible where there is a change to the times or dates relating to the delivery of the Services.
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6. ROLES AND RESPONSIBILITIES
6.1 You are responsible for:
6.1.1 Authorising an appropriate primary (usually the SENDCo) & secondary contact to liaise with the Link EP appointed by us.
6.1.2 Ensuring any information you provide to us is complete and accurate.
6.1.3 Ensuring we have any required access to your premises and suitable space and facilities to enable us to deliver the Services and/or Additional Services.
6.1.4 Ensuring we have a suitable room to work in with staff, parents and pupils which is confidential, free of interruptions and can also hold small groups of parents, staff or pupils, which complies with our Lone Working Policy (a copy of which can be provided to you on request).
6.1.5 Ensuring that if staff, parents or other professionals have concerns about a pupil or such other issue, they discuss these with the SENDCo in the first instance.
6.1.6 Making requests for Link EP Services through discussion with the Link EP at a Termly Planning Meeting co-ordinated by the primary or secondary contact.
6.1.7 Ensuring that if the School’s priorities change that you request a Replanning Meeting as soon as possible.
6.1.8 Ensuring that prior to the Termly Planning Meeting, the SENDCo has agreement from those with parental responsibility, or the pupil where they have the capacity to give informed consent, that they can discuss the pupil with our Educational Psychologist.
6.1.9 Ensuring that dates for the Termly Planning Meeting are offered within the first 10 School Days of the beginning of the School’s term.
6.1.10 Where the Services are focused on an individual pupil:
(a) ensuring that valid consent has been provided by people with parental responsibility or, the pupil where the pupil has capacity to give valid consent.
(b) has completed a consent for involvement form known as the ‘Joint Agreement Form’ and that this is returned 48hrs (2 School Days) in advance of the date agreed for us to complete the work for that child.
(c) ensuring that we are informed if there are any issues with consent:
(d) ensuring relevant paperwork (including but not limited to the provision the school offers, attainment data, outside agency reports) about the pupil is shared with us at least 48 hours (2 School Days) in advance of the date agreed for us to complete the work for that child.
6.1.11 Planning and co-ordinating sufficient time for the Link EP to meet the pupil and with key staff and parents.
6.1.12 Being on time for any planned meeting or events.
6.1.13 Ensuring that a member of staff is available where our risk assessment indicates that a pupil cannot attend sessions alone.
6.1.14 Ensuring that they delivery of the agreed sessions is spread evenly throughout the year.
6.1.15 Making any payments due to us within the stated terms.
6.1.16 The cost of a meeting room suitable for the Services where our risk assessment indicates that it is not possible to meet with the pupil in School or at home.
6.2 We are responsible for:
6.2.1 delivering the Services and any Additional Services with reasonable skill and care, and in full compliance with relevant established professional standards;
6.2.2 conducting enhanced DBS checks on our personnel performing the Services;
6.2.3 ensuring that our personnel are appropriately trained and qualified to deliver the Services;
6.2.4 promptly informing your primary contact when the Link EP is not able to keep an agreed appointment and will offer a prompt alternative appointment where possible.
6.2.5 providing written feedback within 21 School Days where work is completed for an individual pupil or pupils. This will not include days where the Link EP is ill or on holiday, following the final date where assessment took place for the pupil. However, any such performance dates shall be subject to clause 5.
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5. MONITORING AND REVIEW ARRANGEMENTS
5.1 Providing an excellent service is important to LWP. We will provide you with opportunities to tell us what works for you and how we can continually improve our service to better meet your needs.
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6. ABSENCE AND CANCELLATIONS (INCLUDING SICKNESS AND HOLIDAYS)
6.1 We will use our reasonable endeavors to cover any absences by the Link EP with another suitably qualified practitioner.
6.2 Where there is a long-term absence of Link EP and we cannot provide a replacement Link EP, the loss of Service will be reflected in a reduction in charges.
6.3 Time allocated for delivery of the Services and any Additional Services, will be agreed between the parties as far in advance as practicable. Should you need to cancel or postpone any such allocation of time the following provisions shall apply:
6.3.1 you shall not be charged any Fees in respect of any cancellation or postponement where:
(a) you have provided us with 2 or more School Days written notice in advance of the scheduled allocation of time, in the case of virtual/ remote meetings; and/or
(b) you have provided us with 3 or more School Days written notice in advance of the scheduled allocation of time, in the case of onsite/ face to face meetings or any other allocation of time.
6.3.2 you will be charged for the time allocated in respect of any cancelled or postponed allocation where sufficient written notice has not been received.
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7. CARRY-OVER SESSIONS
7.1 The total number of Sessions purchased through this Contract must be used within the time period specified within the Contract Details. Where we have been unable to deliver the Services set out in the Contract Details (for reasons other than your breach of this Contract), we will refund you an amount equal to the number of sessions remaining at the price purchased.
7.2 Alternatively, we may offer the School the option to carry over the remaining sessions to a new a contract for the following academic year (subject to availability). This option is provided at our discretion and availability of a Link EP cannot be guaranteed.
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8. ACCESS AND COMMUNICATION
8.1 We are contactable between 09.00am and 17.30am on School Days.
8.2 All telephone calls will be responded to as soon as possible and usually within 2 School Days of the call being received. All other correspondence will be responded to within 3 School Days of receipt unless it is not practicable to do so.
8.3 All communication will be via electronic means unless you specifically request otherwise.
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9. OUR FEES
9.1 In consideration of providing the Services, you agree to pay our Fees as set out in the Contract.
9.2 The Fee for our Services and the due date(s) for payment are set out in the Contract Details.
9.3 Unless otherwise stated, our Fees exclude any third party costs or the costs of materials which are not yet known but will form part of the Services and any Additional Services. Where these costs become applicable we will agree them with you separately. Third party cost include, but not limited to, training materials, room hire, printing, postage and carriage.
9.4 With regard to the Services and any Additional Services:
9.4.1 We will maintain a record of the time spent on activities within each session.
9.4.2 Unless we agree otherwise, our charges are calculated by reference to the time spent. Routine phone calls, emails and letters are recorded as a 6 minutes units and all other work is recorded in units of 30 minutes.
9.5 Travelling time, including time travelling between split-site schools is included within the fees.
9.6 If we vary our charge rates you will be notified of the changes in writing a minimum of 90 working days prior to the increase, including the date that the new rates will take effect.
9.7 We reserve the right to charge you for all of our reasonable and evidenced expenses incurred as a result of us and/or our agents, sub-contractors, consultants and employees fulfilling obligations to you in respect of the Services and any Additional Services (such expenses may include, without limitation, mileage at HM Revenue and Customs then current rates and hotel expenses charged at cost). Such expenses must be pre-approved in writing by you except in cases where we have used reasonable endeavors to obtain your approval, but where such approval has not been received by the time the expense, and in our reasonable discretion, needs to be incurred.
9.8 All sums due will be subject to any applicable UK taxation, including where relevant, VAT.
9.9 Except where otherwise stated, you shall be responsible for paying any additional charges which are incurred as a result of delays caused by you or your third-party suppliers or matters otherwise outside of our reasonable control.
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10. BILLING AND PAYMENT
10.1 It is our preference that payments be made by direct bank transfer. Where payment is made by cheque the cheque should be made payable to Learning & Wellbeing Psychology CIC Ltd. Bank details for direct bank transfers will be displayed on all invoices, or can be provided upon request.
10.2 Our invoices must be paid without any deduction or withholding on account of taxes or other charges within 21 School Days of receipt.
10.3 If an invoice or part thereof remains outstanding in excess of the stated terms, we reserve the right to charge interest and/or suspend the Services and/or terminate the Contract. In addition, all our invoices and all sums which are to be paid by you to us under this Contract in respect of the Services and any Additional Services including, without limitation, any contracted sessions which are unused will become immediately due and payable.
10.4 Any queries relating to an invoice must be received within 10 School Days from the date of the invoice. Until such a query is resolved you remain liable to pay the undisputed sums of the invoice in accordance with clause 12.2 above.
10.5 You shall pay interest on the overdue sum from the due date until payment of the overdue sum. Interest under this clause will accrue each day at 2% a year above the Bank of England's base rate from time to time, but at 2% a year for any period when that base rate is below 0%. We reserve the right to levy additional charges for late payment, including an administration fee of £50 for each notice of late payment we issue to you and will take all action required to recover any sums outstanding.
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11. NOTICES
11.1 Our preferred method of communication is email. Unless you specifically request otherwise, we will correspond by means of email.
11.2 Where information is of a critical or sensitive nature we require the protection of an encrypted exchange.
11.3 Any notice, demand or other communication given or made under or in connection with this Contract shall be in writing and shall be delivered personally or sent by email or prepaid first-class post to the address of the relevant party set out in the Contract Details and shall be deemed to have been duly given or made as follows:
11.3.1 if personally delivered, upon delivery at the address of the relevant party;
11.3.2 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm on a Business Day;
11.3.3 if sent by first class post, 2 School Days after the date of posting.
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12. CONFIDENTIAL INFORMATION
12.1 Each party acknowledges that in connection with this Contract it may receive or be exposed to certain confidential, sensitive or personal information, in particular information relating the School, its staff, its pupils and their families or other third parties (“Confidential Information”). Each party, its employees, officers, representatives, contractors, subcontractors or advisers shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party and shall not use any Confidential Information except as may be necessary to perform its obligations under this Contract or as may be required by a court or governmental authority of competent jurisdiction.
12.2 Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received by a third party without obligation of confidentiality.
12.3 We will comply with all applicable Data Protection Legislation in storing and processing any personal information you provide to us.
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13. DATA PROTECTION
13.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
13.2 The parties acknowledge that for the purposes of the Data Protection Legislation, both parties are a Data Controller.
13.3 In relation to any Personal Data provided or made available by either party to the other under this Contract, each party shall comply with its obligations Data Protection Legislation when Processing such Personal Data. This includes complying with the Data Protection Principles and upholding the rights of Data Subjects under Data Protection Legislation.
13.4 Each Party shall ensure they have all necessary and appropriate legal bases required for the lawful Processing of Personal Data it Processes in connection with this Agreement (including any transfer of Personal Data to the other party).
13.5 Each party shall (at its own cost) provide the other party with such co-operation and assistance in relation to that other party’s compliance with Data Protection Legislation as that other party reasonably requests.
13.6 Each party shall notify the other party immediately on becoming aware of any Personal Data Breach (however caused).
13.7 Nothing in this Contract requires either party to disclose any information to the other Party or any third party if to do so would breach Data Protection Legislation.
13.8 If any part of this clause 15 does not comply with Data Protection Legislation, we may amend that part (to the minimum necessary to ensure such compliance) by giving you at least 21 Working Days’ notice. The parties agree that such an amendment shall not be regarded as a variation to this Contract.
13.9 In the event where there is Processing or Sharing of Personal Data, the parties agree to enter into a separate data sharing agreement.
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14. INTELLECTUAL PROPERTY
14.1 We and our licensors shall retain ownership of all Our IPRs. You and your licensors shall retain ownership of all Intellectual Property Rights in the School Materials.
14.2 We grant to you, or shall arrange the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy and modify the Our IPRs for the purpose of receiving and using the Services during the term of the Contract.
14.3 You will grant us a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the School Materials for the term of the Contract for the purpose of providing the Services to the School in accordance with the Contract.
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15. STORAGE OF AND RETAINING DOCUMENTS
15.1 You agree that we may store documents electronically.
15.2 Upon expire or termination of this Contract we are entitled to retain your relevant documents in relation to the Services for a maximum of 7 years (or such longer period if required by law) after which they may be destroyed without further notice.
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16. NON-SOLICITATION
16.1 You hereby undertake to us that for the duration of this Contract and for a period of 12 months following its expiry or termination will not directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee of or contractor of Learning & Wellbeing Psychology CIC engaged in the performance of the Services (“Restricted Person”).
16.2 Should you directly or indirectly employ or engage any Restricted Person during the term of this Contract or 12 months after termination, you agree to immediately pay us, by way of liquidated damages, £50,000. Both parties acknowledge and agree that these liquidated damages represent a genuine, reasonable and proportionate:
16.2.1 pre-estimate of the losses which would be incurred and time spent by us in connection with the loss and replacement of each Restricted Person; and
16.2.2 means of protecting our legitimate business interests.
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17. TERMINATION
17.1 Either party may terminate this Contract by giving the other party at least 21 School Days written notice.
17.2 Upon terminating this Contract, all sums due by you under this Contract, including without limitation, any contracted sessions / time which are unused, shall become immediately payable to us and, for the avoidance of doubt, LWP shall have no obligation to perform any further Services and/ or Additional Services.
17.3 A party (the “Initiating Party”) may terminate this Contract with immediate effect by written notice to the other party (the “Breaching Party”) on or at any time after the occurrence of the Breaching Party committing a material breach of this Contract and failing to remedy the breach within 30 School Days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy it.
17.4 Without affecting any other right or remedy available to it, we may terminate this Contract with immediate effect by giving written notice to you if:
17.4.1 you suspend or cease, or threaten to suspend or cease carrying on all or a substantial part of your business;
17.4.2 any distress or execution shall be levied on your property or if a receiver, administrative receiver or manager is appointed over the whole of or any part of your assets, you become insolvent, you make any arrangements with your creditors or commit any act of bankruptcy or are wound up or go into liquidation or if you suffer any analogous proceeding under foreign law; or
17.4.3 if you persistently breach any of the terms of this Contract or fail to adhere to any of our reasonable requests.
17.5 Any property belonging to us in your possession and any original or copy documents or information obtained by you in the course of the provision of the Services or any Additional Services shall be returned to us at any time on request and in any event on or before the termination of this Contract, except for any retention required to comply with any applicable law.
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18. LIABILITY
18.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
18.1.1 death or personal injury caused by negligence;
18.1.2 fraud or fraudulent misrepresentation; and
18.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
18.2 Neither party shall be liable for any indirect or consequential losses or expenses, including but not limited to loss of or damage to anticipated profits, contracts, reputation, goodwill, labour costs or losses or expenses arising from third party claims.
18.3 To the fullest extent permissible in law and except as expressly provided herein, we will not be liable by reason of breach of contract, negligence or otherwise for any loss of any kind occasioned to any person acting, omitting to act or refraining from acting in reliance on course materials, presentation of a course, information, advice or recommendations supplied as part of the Services and/or Additional Services, whether in writing or verbally, or for any loss incurred as a result of our failure to ensure that any form or document generated from the Services and/or the Additional Services is appropriate and complete in all respects for the purpose to which the form or document is to be used.
18.4 Subject to clause 20.1 above, the parties’ liability under this Contract shall be limited to the fees charged or £100,000, whichever is the lesser.
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19. Force Majeure
19.1 If either party is subject to an event of force majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, pandemic, epidemic, industrial disputes or civil commotion, they shall seek to negotiate a way to continue to deliver a service in the first instance, using alternative ways of working in accordance with both the parties’ risk assessments.
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20. GENERAL
20.1 This Contract represents the entire Contract between the parties in respect of the Services and any Additional Services and shall prevail over any conditions contained or referred to in any of your documents or otherwise.
20.2 If any part of this Contract is found to be void or un-enforceable by any Court of competent jurisdiction, such part shall be severed from this Contract, which will otherwise remain in full force and effect.
20.3 The terms of this Contract shall remain in force until altered in writing and signed by both parties.
20.4 The failure by us at any time or for any period to enforce any 1 or more of the terms of this Contract shall not be a waiver of them or a waiver of the right to enforce such terms on a future occasion.
20.5 You may not assign this Contract or any rights or obligations under it without our prior written consent.
20.6 A person who is not a party to the Contract shall have no rights under this Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
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21. DISPUTE RESOLUTION
21.1 Should any matters of concern about service delivery occur then the first point of contact for the School is to speak directly to the Link EP in the first instance. If this does not resolve the matter, then the issue should be referred to the LWP management team who will follow the complaints procedure.
21.2 The parties shall negotiate with a view to resolving any question or difference which may arise concerning Contract.
21.3 If after 10 School Days the matter remains unresolved, within the following 5 Business Days, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must give notice in writing (“ADR Notice”) to the other party requesting mediation. A copy of the request shall be sent to CEDR Solve. The mediation shall start not later than 20 School Days after the date of the ADR notice. The mediation will take place in London, England and the language of the mediation will be English. The Mediation Contract referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with, the substantive law of England and Wales.
21.4 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings.
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22. LEGAL STATUS
22.1 Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party as an agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
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23. APPLICABLE LAW AND JURISDICTION
23.1 Our relationship with you will be governed by English law and will be subject to the exclusive jurisdiction of the English court.
