1. INTRODUCTION & DEFINITIONS:

1.1 In these Terms and Conditions, we, our, or us refers to Unlocking Language Limited. Both parties collectively referred to as “the Parties”.

1.2 Commencement of services will imply acceptance of these Terms and Conditions in their entirety.

2. PURPOSE OF THESE TERMS:

2.1 The purpose of these Terms is to define the services provided by the Company to the School/Academy, and the obligation on the Parties.

2.2 The services covered are speech and language therapy services or occupational therapy services.

2.3 Any additional services including any additional administration will be chargeable separately.

3. COMMENCEMENT DATA AND DURATION OF THE AGREEMENT:

3.1 These Terms will commence when our therapist comes on site and  replaces any previous agreements, and is to be carried out in accordance with the following conditions:

(a) Either party giving a term’s notice in writing may terminate it, the notice should be served in the last week of the previous term; 

(b) The School/Academy may terminate these Terms immediately in the event that the Company commits any material breach of these terms and conditions, where the Company acts negligently, or in a manner that seriously harms the reputation of the School/Academy;

(c) In order to terminate earlier, the School/Academy may do so by paying the value of the notice period.

3.2 The services are to be delivered pursuant to the agreed schedule of either admin onsite or offsite.

A minimum of days will be delivered and charged for each academic year, pro rata in the first year if starting part way through the year. 

Please note, we will attempt to make up days, but where these are caused by factors outside our control or where the School/Academy has an inset day, these will be chargeable.

4. FEES AND EXPENSES:

4.1 Fees for the Services will be as follows:

The School/Academy will pay the Company at the day rate in consideration of the services listed in Clause 2.2, which will be invoiced in accordance with Section 5.

4.2 Fees will be reviewed on an annual basis and will increase in line with inflation and market conditions. Any increase that Is not purely CPI will be notified prior to taking effect.

5. INVOICES AND PAYMENT:

5.1 The Company will invoice the School/Academy at the start of each term for the term ahead.

5.2 The School/Academy will pay the Company within fourteen (14) days.

5.3 The Company reserves the right to apply administrative charges on invoices that are more than 14 days late, in addition overdue invoices will have statutory interest applied.

6. TAXATION:

6.1 The Parties are responsible for their own taxation.

6.2 The Company is VAT exempt and will therefore not apply VAT to its invoices.

7. CONFIDENTIALITY:

7.1 Following the introduction of the General Data Protection Regulations (GDPR) the Company will not divulge to any third party, matters confidential to the any of its School/Academy’s students, whether or not covered by these Terms, without explicit permission or where the law states it is required. 

7.2 The Company will adhere to documentation and record retention standards as defined under GDPR and other relevant data protection legislation, dispose of material in a safe manner and keep all sensitive information secure. The Company may keep separate records for administrative purposes.

7.3 As defined within GDPR, the School/Academy will act as the Data Controller and the Company will be the Data Processor. Please refer to ‘Unlocking Language – GDPR – Data Sharing Arrangements’.

8. INSURANCE:

8.1 The Company will be insured for public liability and, where appropriate, employer liability contingencies. The Company will also be covered for medical malpractice insurance.

9. DOCUMENTATION AND SYSTEMS:

9.1 The School/Academy will provide to the Company copies of its Safeguarding Policy, Health and Safety Policy and any other policies that enable the Company to fulfil its obligations.

9.2 The School/Academy will provide access and training to any systems required for the delivery of the services.

9.3 The School/Academy agrees to provide the Company safe and secure storage of resources and equipment on site, the contents of the storage are to remain the property of the Company.

9.4 All Company files are to remain the property of the Company, the School/Academy may request copies, but this will be at the discretion of the Company.

10. OTHER CONDITION:

10.1 The Company may use the name and logo of the School/Academy for promotional purposes on its website, literature and other marketing materials, subject to permission from the School/Academy on each instance.

10.2 The Company will ensure all therapists have a current DBS in place at the commencement of their work at the School/Academy.

10.3 The School/Academy agrees to provide the Company with references if required both during and after the end of this Agreement.

10.4 The School/Academy will refrain from providing references for employees of the Company.

10.5 The School/Academy agrees for the Company representative to print resources and materials at School/Academy locations.

10.6 Any other conditions, including variations to the terms set out above, shall be included as an addendum to these Terms.

11. EXLUSIVITY OF SERVICES:

11.1 It is agreed between the Parties, that where the Company representative is unable to attend due to sickness or other reasons (maternity, emergencies etc.) the Company will provide a fully vetted therapist as cover or make that day up at a later date.

11.2 The School/Academy agrees that the Company will exclusively provide speech therapy and assessments for the School/Academy.

11.3 The School/Academy will not directly or indirectly induce or offer any contractors or employees of Unlocking Language Limited with employment for the provision of speech and language therapy or related services, for a minimum period of 2 years after the School/Academy has ended their contractual relations with the Company.

11.4 A breach of 11.3 will result in a charge being levied to the School/Academy for the services of the employee or contractor, and any associated costs for the breach of contract.

12. FORCE MAJEURE:

12.1 In no event shall the Company be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, without notice public holidays, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Company shall use reasonable efforts which are consistent with accepted practices in the industry to resume Services  as soon as practicable under the circumstances.

This document states the general Terms and Conditions of service, please also refer to your individual School/Academy contract.