TERMS AND CONDITIONS FOR SERVICES AND GOODS SUPPLIED BY SMART START MINDS LTD.
Application and entire agreement
1. These Terms and Conditions apply to the provision of the Services detailed in our quotation (Services) by Smart Start Minds Ltd a company registered in England and Wales under number 8442730 whose registered office is at High Beech House, 8-10 High Beech Rd. Loughton, Essex, IG104BL (we or us) to the person buying the Services (you).
2. You are deemed to have accepted these Terms and Conditions when you make any payment to us or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. A "business day" means any day other than a Saturday, Sunday or bank holiday.
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice-versa.
7. We warrant that we will use reasonable care and skill in our performance of the Services that will comply with the quotation, including any specification in all material respects. We can make any changes to the Services that are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
10. We undertake to provide the Services by specifically qualified personal and providers who meet our the standards set out by us and to use our best endeavours to provide the best outcomes. We do this on an understanding that you will do your best to ensure that you comply with required ativities and exercises prescribed by us, that you will ensure that your attendance is regular and punctual and that fees are paid in accordance with the payment option you have chosen.
11. You must obtain any permissions, consents, licences or otherwise that we need and must give us access to any and all relevant information, materials, properties and any other matters which we need to provide the Services. Where we agree that the Services will as a whole or in part be delivered in another business or institution, you agree to approach them to request that you be released from your duties and activities there to receive the Services and that all reasonable efforts are made to provide us with an appropriate space to deliver the Service. We will assist you as far as we can and endeavour to ensure that our staff will conduct themselves in a professional manner to minimise disruption to you and the business or institutional environment where Services are delivered.
12. If you do not comply with clause 10 and 11, we can terminate the Services.
13. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
Fees and Deposit
14. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
15. In addition to the Fees, we can recover from you reasonable incidental expenses including, but not limited to, traveling and time expenses if we have to deliver the Service at a location or time that varies substantially from that specified in the quotation. We will do this at our discretion and otherwise endeavour to accommodate any variation as far as possible without additional fees.
16. You must pay us for any additional Services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 15 also apply to these additional Services.
17. The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
18. You must pay the Fees or a deposit ("Deposit") as detailed in the quotation at the time of accepting the quotation.
19. If you do not pay the Fees or Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).
20. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
Cancellation and amendment
21. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the quotation, (unless the quotation has been withdrawn).
22. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
23. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
24. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
25. The Services are limited in the number of participants accepted into the Services. Accordingly, once you accept the quotation we have a strict cancellation policy as follows:
Cancellation Policy for Full Services (Programme fees)
# of days prior to Service’s start date
Amount Due and Payable
91 days or more
20% of full Service fee due
40% of full Service fee due
70% of full Service fee due
29 days or less
100% of full Service fee due
After Services has started
100% of full Service fee due
Fees above are inclusive of VAT. If you paid in full in advance, or received an early-bird discount, and thus paid a lower fee for the Services, the amount above will be adjusted accordingly, using the percentages above. At the sole discretion of Smart Start Minds and only in the event of extreme circumstances, Smart Start Minds may agree to give you a credit to be used for future Services, or to give you a refund that exceeds the numbers set forth above. Smart Start Minds is not obligated under any circumstances to make exceptions to the above-stated cancellation policy. This cancellation policy applies whether you pay in full or enter into a payment plan.
26. We will invoice you for payment of the Fees either:
a. when we book the Service or have completed the Services; or
b. on the invoice dates set out in the quotation.
27. You must pay the Fees due either when booking the service or within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
28. Time for payment shall be of the essence of the Contract.
29. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
30. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
31. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future Services which have been ordered by, or otherwise arranged with, you.
32. Receipts for payment will be issued by us only at your request.
33. All payments must be made in British Pounds unless otherwise agreed in writing between us.
Payment plan conditions
34. If you elected to pay fees over time, then we will obtain your bank account information and Direct Debit authorisation and will bill your account on the respective payment due dates. If we are unable to process your payment on the due date, we will make one additional attempt the next day. If your payment is not processed on the second attempt, a processing fee of £35 will be If payment remains unpaid for more than 14 days, then your right to receive the Services will be suspended until your account is brought up to date. If payment remains unpaid for more than 30 days, then you will be charged a late payment fee of 10% of the outstanding balance and you will begin to incur interest on the unpaid balance in the amount of 1.5% per month, or the maximum allowed by law if lower than 1.5% per month. Because our billing system is automated, if you request to make changes to your payment plan, we will add a £35 administrative fee to your next payment.
Sub-Contracting and assignment
35. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
36. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
37. We can terminate the provision of the Services immediately if you:
a. commit a material breach of your obligations under these Terms and Conditions; or
b. fail to make pay any amount due under the Contract on the due date for payment; or
c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
38. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied or methods in connection with the provision of the Services.
a. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights. Participants may receive information, literature, handouts, strategies, tests, products and materials (“the materials”) to help them achieve the aims of the Services. These materials have been developed over several years and the copyrights belong to Smart Start Minds Ltd. The bottom line is that a client does not own the materials provided to them during the Services and have no right to duplicate, copy, adapt, transmit, sell, teach or license the materials in any way, shape or form. The materials are for their personal use only as a client receiving the Services. Any copyright protected materials including films on DVD that are used during delivery of the service are sold to you and included in the fees. These are therefore used by you during the delivery of the services. Any such materials not claimed by you within 14 days of completion of the services will be recycled.
b. You expressly guarantees that you shall not analyze, decompile, or reverse engineer or cause a third party to analyze, decompile, or reverse engineer any equipment (the Equipment), including but not limited to hardware and/or software, for any purpose whatsoever. The lease of Equipment to you for the delivery of any Services will be covered under the Equipment Lease Agreement.
Equipment Lease Agreement.
39. Smart Start Minds offers a range of products and services online and this may include the use of Equipment, including but not limited to hardware and/or software, for any purpose whatsoever.
Session scheduling and lease duration
40. We specify and agree the scheduling of the training sessions and they are treated in the same way as our other sessions, i.e. we require 24 hours notice of cancellation and if a session is not attended without being cancelled it is charged to their account.
41. Whilst we can re-schedule some sessions with prior notice as above, there will be a final date agreed by which time the equipment will be collected irrespective of completion of the training programme.
42. You are required to provide us with a clean, quite, safe and quite space with access to a power point and wired internet access to place the equipment.
43. We require an anchor point for a safety lock to secure the equipment
Broadband internet connection
44. Delivery of a training programme requires a reliable broadband connection and the availability of 25-50 MB of data per session. We will run a test to determine upload and download speed to your connection prior to agreeing to offer online services. You need to grant us remote access to a computer attached to your broadband connection in order to test this.
45. The connection needs to be maintained by you so we can service and update our equipment remotely.
Confidentiality and Data Protection
46. During service delivery we may use the computer camera and microphone and all data captured will be visible to our trainers. Clients need to be mindful of their privacy and confidentiality under these conditions.
47 We will record video, audio and other relevant data for training, supervision, quality control and to develop our products and services through further anonymous analysis, with or without the assistance from third parties. This data will be stored in line with data protection regulations for a period of time determined by us.
Maintenance, damage, and loss
48. You will, at your sole expense, keep and maintain the Equipment clean and in good working order and repair during the Lease Term. In the event the Equipment is lost or damaged beyond repair, you will pay Smart Start Minds Ltd. the replacement cost of the Equipment; in addition, the obligations of this Agreement shall continue in full force and effect through the Lease Term.
49. You are not allowed to use, modify, disassemble, attempt to service or alter it in any manner without our knowledge or agreement an part of the Equipment.
50. We will seek to recover the full replacement or repair cost for stolen, lost or damaged equipment.
Access, delivery, installation and collection.
51. Depending on your location we will either deliver, install and collect the Equipment or arrange for it to be couriered both ways. You shall be responsible for all expenses and costs of shipping the Equipment to and from your premises and for installation. The fee for this will be specific in the quotation.
52. You will provide access with prior arrangement to deliver, place, service and collect equipment, and to access power and data points and any other access required to deliver the service.
53. The equipment lease is with the client or their legal guardian who will grant access to premises and be there is person during our visits to the premises.
Limitation of use
54. The equipment is only to be used for the specific services agreed upon as specified, with the specific client.
55. The equipment will only be used under our supervision and as per our instructions.
56. You will only use the Equipment in a careful and proper manner and will comply with all laws, rules, ordinances, statutes, and orders regarding the use, maintenance and storage of the Equipment.
57. The equipment will constitute a number of devices or parts and these will be specified and should be checked by you upon receipt and any missing items reported immediately.
58. If return of Equipment under this Agreement is more than seven (7) days late, you agrees to pay a late fee of £100.00 /unit per week. Late return of Equipment will be permitted up until one (1) month from the start of lease term. Unless late return is specifically approved by and agreed by us, failure to return the Equipment within one (1) month from the end of the lease term will result in us permanently deactivating it remotely and in your obligation to pay the full replacement fee to us.
59. You shall be responsible to maintain insurance on the Equipment with losses payable to Smart Start Minds Ltd. against fire, theft, collision, and other such risks as are appropriate and specified by Smart Start Minds Ltd.. Upon request by Smart Start Minds Ltd., you shall provide proof of such insurance.
Encumbrances, taxes and other laws.
60. You will keep the Equipment free and clear of any liens or other encumbrances, and shall not permit any act where Smart Start Minds Ltd.’s title or rights may be negatively affected. You will be responsible for complying with and conforming to all laws and regulations relating to the possession, use, or maintenance of the Equipment.
61. You represent and warrant that you have the right to lease the Equipment as provided in this Agreement.
62. The Equipment is and shall remain the exclusive property of Smart Start Minds Ltd.
Liability and indemnity
63. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
64. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
65. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
66. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
67. We are not liable for any injuries you may incur. Our Services are undertaken at your own risk. We are not liable for any medical or psychiatric conditions that may develop during or subsequent to the Services. We are not liable for loss of, or damage to, your personal property.
68. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Circumstances beyond a party's control
69. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
70. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
71. Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messengers (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
72. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
73. We believe that both the delivery and results of the Services are improved by close communication with key stakeholders involved with a client's need in relation to with the Services are delivered and therefore promote sharing of relevant information on the delivery of Services such as the scheduling of training sessions, any observations relating to a client's health, or any other information deemed relevant by any of the stakeholders. For minors, we as a minimum include parents or legal guardians, and our staff members delivering the Service as key stakeholders and will facilitate the use of an information sharing method, with a preference for a secure online tool such as WhatsApp or an equivalent. We do this with the understanding that all involved will do their best to pass on any relevant information to the group in good time, and to share important information as soon as possible. Other forms of communication can be used in agreement with all parties providing it is a reasonable alternative that ensures efficient communication.
74. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
Confidentiality and Data Protection
75. Smart Start Minds follows it’s confidentiality policy which is published online and can be found here.
76. Smart Start minds follows it’s Data Protection Policy which is published online and can be found here.
77. We do not store credit card details nor do we share customer details with any 3rd parties.
78. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.
Confidentiality Policy 2016
To protect children at all times and to give all staff clear, unambiguous guidance as to their legal and professional roles and to ensure good practice throughout the services provided by Smart Start Minds, which is understood by children, parents/carers and staff.
Smart Start Minds puts children at the heart of their services and provides a safe and secure learning environment. It is committed to recognising the responsibility to use, hold and safeguard information received. Sharing information unnecessarily is an erosion of trust. Smart Start Minds is mindful that all stakeholders place it in a position of trust and there is a general expectation that a professional approach will be used in all matters of confidentiality.
- To provide consistent messages to clients about handling information about children once it has been received.
- To foster an ethos of trust with clients.
- To ensure that staff, parents and children are aware of Smart Start Minds’ confidentiality policy and procedures.
- To reassure children that their best interest will be maintained.
- To encourage children to talk to their parents and carers.
- To ensure that children/parents know that Smart Start Minds staff cannot offer unconditional confidentiality.
- To ensure that there is equality of provision and access for all.
- To ensure that if there are child protection issues, the correct procedure is followed as outlined in Smart Start Minds Child Protection policy.
- To ensure that confidentiality is an issue for Smart Start Minds as a whole and that service provision ground rules are set for the protection of all.
- To understand that health professionals are bound by a different code of conduct.
- To ensure that parents have a right of access to all records held on their own child(ren), except those relating to child protection issues.
- All information about individual children is private and only shared with those staff that have a need to know.
- All social services, medical and personal information about a child is held in a safe and secure place which cannot be accessed by individuals other than appropriate Smart Start Minds staff.
- Smart Start Minds continues to actively promote a positive ethos and respect for the individual.
- There is a clear guidance for the handling of child protection incidents. All staff have regular training on child protection issues.
- There is clear guidance for procedures if a member of staff is accused of abuse.
- Staff are aware of the need to handle family issues (e.g. same sex parents) in a sensitive manner.
- Any intolerance about gender, faith, race culture or sexuality is unacceptable.
- Information collected for one purpose is not used for another.
- Parents/carers and children are aware that Smart Start Minds cannot guarantee total confidentiality and the school has a duty to report child protection issues.
- Smart Start Minds prides itself on good communication with parents and carers and staff are always available to talk to both children and parents/carers about issues that are causing concern. We encourage children to discuss issues with their parents/carers that are causing them concern and may, in some cases, support the child in doing so. Where appropriate child protection disclosures are shared with parents/carers as well as the correct authorities.
- Parents/carers and children are reassured that only in exceptional circumstances confidentiality will be broken.
- All children have a right to the same level of confidentiality irrespective of gender, race, religion, medical concerns and special educational needs. A lot of data is generated by Smart Start Minds by these categories but individual children are not identified.
- Staff understand Child protection procedures and training is undertaken at least every three years for all staff.
- Health professionals have their own code of practice dealing with confidentiality. Staff are aware of children with medical needs and an information sheet is accessible to staff who need that information but not on general view to other parents/carers and children.
- Photographs of children are not used without parents/carers permission.
- Information about individual children is only shared with their parents/carers. Parents/carers do not have access to any other child’s books or information about their progress at any time.
- Parents are aware that information about their child will only be shared with their school with their permission. All personal information about children, including social services records, is regarded as confidential. Information regarding health reports such as speech therapy, medical reports, SEN reports, SEN minutes of meetings and social services minutes of meetings and reports are forwarded to the appropriate professionals in sealed envelopes and securely filed, or using secure electronic means. Addresses and telephone numbers of parents and children are not passed on except in exceptional circumstances.
Monitoring and Evaluation
This policy will be reviewed as part of Smart Start Minds monitoring cycle.
Data Protection Policy Statement
1 Smart Start Minds' policy is to comply with the requirements of the Data Protection Act 1998. Smart Start Minds will operate procedures in accordance with the Data Protection Act 1998, i.e. personal data held by Smart Start Minds shall:
(i) Be obtained and processed fairly and lawfully.
(ii) Be obtained only for one or more specified and lawful purposes and shall not be processed in any manner incompatible with that purpose or those purposes.
(iii) Be adequate, relevant, and not excessive in relation to the purpose or purposes for which they are processed.
(iv) Be accurate and, where necessary, kept up to date.
(v) Be held no longer than is necessary for the purpose(s).
(vi) Be processed in accordance with the rights of the data subjects under the Act.
(vii) Be surrounded by proper security.
(viii) Shall not be transferred outside the European Economic Area unless the country or territory ensures an adequate level of protection for the rights and freedoms of the data subject.
Smart Start Minds and all staff and others who process or use any personal information must ensure that they follow these principles at all times.
2 Smart Start Minds will register as a Data Controller and will notify the Information Commissioner of:
(i) The personal data being or to be processed
(ii) The category or categories of data subject to which they relate.
(iii) The purposes for which the data are being or are to be processed.
(iv) The people to whom Smart Start Minds may wish to disclose the information.
(v) The names, or a description of any countries or territories outside the European Economic Area to which Smart Start Minds may wish to transfer the personal data.
(vi) A general description of security measures taken to protect the data.
3 Responsibilities for ensuring Smart Start Minds' full compliance with the Act are with:
(i) The Managing Director has direct responsibility for data protection within Smart Start Minds.
(ii) A member of staff to assist in implementing the requirements of the Act as follows:
- advise and support Departments on all matters relating to compliance with the Act and notification
- disseminate information relating to the Act
- respond to requests, queries, and complaints from data subjects
- share a statement concerning the use of client personal data on the service website
- publish guidance to staff concerning the use of personal data
- provide appropriate training to staff on data protection
- take part in staff induction events
(iii) Individual Faculties/Departments that will nominate a representative to:
- liaise as appropriate for guidance on notification
- ensure that personal data processed by their Faculty/Department is registered and kept up to date
- act as a communication link with the Faculty/ Department in terms of disseminating information about data protection issues
- coordinate searches for personal data in the Faculty/Department in the event of a formal subject access request (SAR) being submitted to Smart Start Minds
(iv) All staff and clients have a responsibility to comply fully with the requirements of the Data Protection Act.
Enquiries to [email protected]
Issue 1, August 2016