Terms of Business: The SENDNest for Schools Subscription Agreement

Version: 2.2
Last updated: 9 September 2026

1. The agreement

1.1 These terms, the completed order form and the Data Processing Agreement form the agreement for the Customer's subscription to The SENDNest for Schools.

1.2 The agreement is between:

the school, academy trust, local authority, proprietor, company or other legal entity identified as the customer in the order form, referred to as the Customer; and
The SENDNest for Schools Ltd, a company registered in England and Wales under company number 17428150, whose registered office is at 61 Bridge Street, Kington, United Kingdom, HR5 3DJ, referred to as the Provider.

1.3 The person accepting the order form for the Customer confirms that they are authorised to bind the Customer.

1.4 If the documents conflict:

the Data Processing Agreement prevails on a data-protection matter;
the order form prevails on the subscription scope, named establishments, fees, start date and subscription length; and
these terms prevail on other matters.

1.5 Terms printed on or linked from the Customer's purchase order, supplier portal or other administrative document do not amend this agreement unless the Provider expressly accepts those terms in a document signed by both parties. A purchase order may be used to confirm price and administrative details without incorporating separate purchasing terms.

2. Definitions

In this agreement:

Authorised User means a member of staff, worker, trustee or governor of a named Customer establishment whom the Customer authorises to use the Service for its internal educational purposes;
Customer Data means information entered or uploaded by or for the Customer, excluding Provider Materials;
Data Processing Agreement or DPA means the Provider's data processing agreement incorporated into this agreement;
Documentation means the user instructions, tool guidance and other operating information the Provider makes available for the Service;
Order Form means the signed order, accepted quotation, purchase order or other ordering document accepted by the Provider;
Provider Materials means the Service, software, training content, videos, assessments, question banks, tool designs, templates, statement and strategy banks, Documentation, branding and other material created or licensed by the Provider, excluding Customer Data;
Service means The SENDNest for Schools platform and the modules, tools and functions included in the Customer's subscription; and
Term means the subscription period stated in the Order Form.

3. The Service

3.1 The Service is an online platform providing:

professional SEND training modules for school staff;
assessments, progress and completion records;
completion certificates and an organisation-level evidence pack; and
practitioner tools supporting the preparation of SEND-related plans, reports and working documents.

3.2 The Provider will supply the Service with reasonable care and skill and will use reasonable endeavours to ensure that its substantive training content accurately reflects the law and professional guidance applicable in England at the date that content is published or materially updated.

3.3 The training is authored professional staff training. It is not an accredited qualification or externally certificated award. A completion certificate confirms only that the named Authorised User completed the relevant Provider training and any associated assessment shown on the certificate.

3.4 Practitioner tools and generated drafts support professional work but do not replace professional judgement. The Customer remains responsible for:

reviewing and approving every document it uses, adopts, shares or submits;
verifying factual information, citations, dates and recommendations;
making decisions concerning pupils, staff and statutory processes;
meeting its legal, safeguarding and professional duties; and
ensuring that an appropriately qualified person reviews the output where necessary.

3.5 The Service does not provide legal advice, medical advice, diagnosis, statutory decision-making or safeguarding reporting. It does not guarantee that an application, request, plan or other process will achieve a particular outcome.

3.6 Some practitioner tools use artificial intelligence to produce draft text. AI-generated wording may contain errors, omissions or wording similar to material generated for another user. The Customer must not treat an AI draft as authoritative or use it without meaningful human review.

3.7 The Provider may maintain, improve, update or replace parts of the Service during the Term. It will not materially reduce the core functionality purchased by the Customer without a reasonable justification and, where practicable, advance notice.

3.8 Improvements and additions that the Provider makes generally available within the Customer's subscribed plan are included during the Term. The Provider may offer a materially new module, tool, service tier or optional feature as a separately priced add-on. The Customer is not required to purchase an add-on to continue using the core functionality already included in its subscription.

4. Term and renewal

4.1 The subscription begins on the start date and continues for the period stated in the Order Form. If the Order Form does not state a period, the Term is 12 months.

4.2 The subscription does not renew automatically. Before the end of the Term, the Provider may offer renewal at its then-current price and on the terms notified with the renewal offer.

4.3 Renewal takes effect only when the Customer accepts the renewal in writing, including through an accepted quotation, signed renewal form or purchase order accepted by the Provider.

4.4 If the Customer does not renew, ordinary access ends at the end of the Term. The offboarding and export provisions in clause 13 apply.

5. Fees, invoicing and payment

5.1 The subscription fee, pricing tier, named establishments and any separately purchased services or add-ons are stated in the Order Form.

5.2 Unless the Order Form sets an account limit, a whole-school subscription allows accounts for all Authorised Users working for the named establishment during the Term. A trust or group subscription covers only the establishments named in the Order Form.

5.3 If pricing is based on school size, the Customer will provide accurate current aggregate information needed to select the tier. Aggregate school-size information must not identify a pupil.

5.4 The Provider may invoice on or after the subscription start date unless the Order Form states otherwise. Invoices are payable within 30 days by the payment method stated on the invoice. The Customer should quote the invoice number and any purchase-order number it has provided.

5.5 Fees are exclusive of VAT. The Provider will add VAT only where it is registered and legally required to charge it.

5.6 If an amount is not paid when due, the Provider may claim statutory interest, fixed compensation and reasonable recovery costs available under the Late Payment of Commercial Debts (Interest) Act 1998.

5.7 If an undisputed invoice remains unpaid more than 30 days after its due date, the Provider may suspend access after giving at least seven days' written notice. The Provider will restore access promptly after cleared payment is received. Suspension does not extend the Term.

5.8 If the Customer disputes an invoice in good faith, it must notify the Provider promptly, explain the disputed amount and pay any undisputed amount by the due date. The parties will work in good faith to resolve the dispute.

6. Accounts and whole-school use

6.1 The Customer will:

create or request accounts only for Authorised Users;
ensure that each account is used by one individual and credentials are not shared;
nominate appropriate account administrators;
protect authentication details and devices used to access the Service;
promptly report suspected account compromise; and
promptly disable or request removal of accounts that are no longer authorised.

6.2 Use must remain within the Customer's internal educational activities and the named establishments. Ordinary use by Authorised Users is not subject to an undisclosed numerical cap.

6.3 Automated, abnormal or excessive activity that materially affects security, performance or other customers is not ordinary use. The Provider will normally contact the Customer and seek a reasonable solution before restricting that activity, unless urgent action is required to protect the Service or other users.

6.4 The Customer is responsible for activity carried out through its accounts unless the activity results from the Provider's breach of this agreement or failure to apply its stated security measures.

7. Acceptable use

7.1 The Customer and Authorised Users must not:

share access with another school, trust, organisation or unauthorised person;
resell, sublicense or commercially exploit the Service or Provider Materials;
record, download, copy, extract, scrape or redistribute training videos, assessments, statement banks or other Provider Materials, except where the Service expressly provides a download or this agreement permits an exported document;
remove copyright, trade mark or other ownership notices;
reverse engineer or attempt to obtain source code, except to the limited extent that law does not permit that restriction;
bypass authentication, access controls, tenant separation, usage controls or security measures;
introduce malware, harmful code or material intended to disrupt the Service;
use the Service unlawfully, fraudulently or to infringe another person's rights;
test the Service for security vulnerabilities without the Provider's prior written permission; or
use Provider Materials to train, develop or evaluate a competing artificial-intelligence model, dataset, training product or software service.

7.2 The practitioner tools must not be used as pupil-record or case-management systems. Users must comply with the non-identifying input restrictions in the DPA and the Documentation.

7.3 In particular, users must not enter, paste, upload or send through a practitioner tool or support request:

pupil names, initials, dates of birth, addresses or identifying numbers;
school, class, case or local references capable of identifying a pupil;
medical records, diagnosis letters, EHC plan extracts or other professional reports;
safeguarding information, detailed case histories or unique incidents; or
identifying information about relatives, staff or other pupils.

7.4 Any text field provided for a need or strategy is for a short, general functional description only. It must not contain a pupil narrative, case note, copied school record or evidence log.

7.5 Selecting one of the practitioner tools' own predefined broad need categories (for example, needs associated with autism, with attention and concentration, or with speech, language and communication) is intended use of the Service and does not breach this clause. The restrictions in clause 7.3 concern identifying details and copied records, not the tools' predefined professional options.

8. Customer responsibilities

8.1 The Customer is responsible for:

determining whether and how the Service is appropriate for its organisation;
ensuring its use is lawful and consistent with its policies and statutory responsibilities;
giving required notices and instructions to Authorised Users;
reviewing training results and practitioner-tool outputs fairly and with appropriate human involvement;
maintaining its own copies of documents it needs after the offboarding period;
ensuring its equipment, internet connection and supported browser meet the Service's ordinary requirements; and
obtaining any internal approvals, purchase orders or permissions required to enter into and use the Service.

8.2 The Customer must not represent that the Provider has endorsed, approved, inspected or accredited the Customer, its staff or its documents unless the Provider has expressly agreed that statement in writing.

8.3 The Customer is responsible for the accuracy and lawfulness of Customer Data and for having the right to use and provide it for the agreed purpose.

9. Data protection and pupil information

9.1 The parties will comply with the DPA, which is incorporated into this agreement.

9.2 The Customer is normally the controller of staff account and training data and the Provider processes that information on the Customer's documented instructions. Where the Customer acts as a processor for another controller, the roles are as stated in the DPA.

9.3 The Service is not authorised to receive pupil personal data or special-category personal data through the practitioner tools. The agreed product boundary is that:

the Customer may know which pupil it is supporting using information it holds separately;
the Provider receives only permitted general, non-identifying descriptions of educational needs and strategies;
the Provider does not receive the Customer's link between those descriptions and the pupil;
any pupil identity required for a document is added locally at export; and
the identity, named export and Customer-held working file are not sent to or stored on the Provider's servers.

9.4 An exported document or working file may be pupil personal data in the Customer's hands because the Customer can connect it to a pupil. The Customer controls and is responsible for its access, accuracy, secure storage, retention, sharing and deletion.

9.5 If either party becomes aware that excluded information has been submitted contrary to the restrictions, it will notify the other where appropriate and cooperate on reasonable containment and deletion steps in accordance with the DPA and applicable law.

10. Intellectual property and outputs

10.1 The Provider and its licensors retain all intellectual-property rights in the Provider Materials. Except for the limited rights expressly granted by this agreement, no rights in Provider Materials transfer to the Customer.

10.2 During the Term, the Provider grants the Customer a non-exclusive, non-transferable right for its Authorised Users to access and use the Service and Provider Materials for the Customer's internal educational purposes at the named establishments.

10.3 The Customer retains its rights in Customer Data.

10.4 Subject to payment of the applicable fees and compliance with this agreement, the Customer may use, copy, edit, store and share documents it exports from the practitioner tools for its own educational, administrative and statutory purposes, including after the Term.

10.5 To the extent that the Provider owns intellectual-property rights arising specifically in generated text created from the Customer's permitted inputs, the Provider assigns those rights to the Customer on creation. This does not transfer rights in:

Provider Materials incorporated into or used to structure the document;
pre-existing templates, statement banks, strategies, training content or tool designs;
general ideas, methods, educational practices or information that cannot be owned; or
material owned by a third party.

10.6 AI-generated or template-based wording may not be unique. The Customer does not receive exclusivity over wording that is the same as or similar to wording generated for another customer or contained in Provider Materials.

10.7 If a third party claims that the Customer's authorised use of the Service infringes its UK intellectual-property rights, the Customer will promptly notify the Provider and allow it to control the response. The Provider may obtain a continued right of use, modify or replace the affected material, or terminate the affected Service and refund the proportion of prepaid fees relating to the unused affected period. This clause does not apply to a claim caused by Customer Data, unauthorised use, Customer modifications or combination with material not supplied by the Provider.

10.8 The Provider will not use the Customer's name, logo or testimonial in publicity without the Customer's prior permission.

10.9 If the Customer voluntarily provides suggestions or feedback, the Provider may use them to improve the Service without identifying the Customer or disclosing its confidential information.

11. Availability, maintenance and support

11.1 The Provider will use commercially reasonable endeavours to keep the Service available, but does not provide a guaranteed uptime service level unless the Order Form expressly states one.

11.2 Availability may be affected by planned maintenance, emergency maintenance, internet or supplier failures, security measures, Customer systems or events outside the Provider's reasonable control.

11.3 The Provider will schedule planned maintenance outside ordinary UK school hours where reasonably practicable and will give advance notice of material planned downtime where practicable.

11.4 Support is available through the support address displayed in the Service or stated in the Order Form on UK working days. The Provider aims to give an initial response within two working days. This is a service target, not a guaranteed resolution time.

11.5 The Provider will record and assess reported defects according to their effect on security, accessibility and core functionality. Resolution time will depend on severity, complexity and any third-party dependency.

11.6 Nothing in this clause reduces the Provider's obligation to supply the Service with reasonable care and skill.

12. Confidentiality

12.1 Each party will keep the other party's Confidential Information secure and use it only to perform or receive the benefit of this agreement.

12.2 Confidential Information means non-public commercial, financial, technical, security or operational information that is marked confidential or that a reasonable person would understand to be confidential. It does not include information that the receiving party can demonstrate:

is or becomes public other than through breach of this agreement;
was lawfully known to it without restriction before disclosure;
is received lawfully from a third party without confidentiality restrictions; or
is developed independently without use of the other party's Confidential Information.

12.3 A party may disclose Confidential Information:

to its staff, professional advisers, auditors, insurers and contractors who need it and are subject to appropriate confidentiality duties;
for the Customer's ordinary accountability to its governors, trust, local authority or auditors; or
where disclosure is required by law, a regulator or court, provided advance notice is given where legally permitted.

12.4 Each party remains responsible for the use of Confidential Information by people to whom it discloses it under this clause.

12.5 These confidentiality obligations continue for five years after the agreement ends. Obligations concerning personal data, security credentials and trade secrets continue for as long as the information remains protected by law or retains its confidential character.

13. Suspension, expiry and termination

13.1 Either party may terminate this agreement by written notice if the other party:

commits a material breach that can be remedied and fails to remedy it within 30 days after receiving written notice describing the breach;
commits a material breach that cannot be remedied; or
becomes insolvent, ceases trading or enters an analogous formal insolvency process, except for a solvent restructuring.

13.2 The Provider may suspend an account or the affected part of the Service where reasonably necessary to:

respond to a security risk or suspected account compromise;
protect another customer or the integrity of the Service;
prevent unlawful or materially abusive use;
investigate a material breach of clause 7; or
address non-payment under clause 5.7.

13.3 Where practicable, the Provider will give advance notice of suspension, explain the reason and limit suspension to the affected account or function. It will restore access when the reason is resolved.

13.4 If the Provider permanently withdraws the whole Service during the Term for reasons other than the Customer's breach, it will give as much notice as reasonably practicable and refund the proportion of prepaid subscription fees relating to the unused period.

13.5 On expiry or termination:

ordinary platform access ends;
the Customer retains documents and working files it has already exported;
the Customer has the 30-day offboarding period stated in the DPA to export available staff training and evidence records;
Customer Personal Data is returned or deleted in accordance with the DPA;
accrued payment rights and liabilities remain due; and
licences to use exported Customer documents under clause 10.4 continue.

13.6 No refund is due where the Customer chooses not to use the Service, terminates without a contractual right to do so, or the Provider terminates for the Customer's unremedied material breach.

13.7 Clauses intended by their nature to continue after termination survive, including clauses concerning confidentiality, intellectual property, exported documents, liability, payment obligations, data deletion, governing law and accrued rights.

14. Warranties and disclaimers

14.1 Each party warrants that it has authority to enter into this agreement.

14.2 The Provider warrants that:

it will perform the Service with reasonable care and skill;
it has the right to grant the express licences in this agreement; and
the Service will substantially provide the core functionality described in the Order Form and clause 3 during the Term.

14.3 The Customer acknowledges that software and internet services may contain faults and may be interrupted. Subject to clause 14.2, the Provider does not warrant that the Service will be uninterrupted, completely error-free or compatible with every device, browser, local policy or third-party system.

14.4 The Provider does not warrant that using the Service will itself establish legal compliance, satisfy an inspector or regulator, secure funding or provision, or produce a particular educational or statutory outcome.

14.5 Nothing in this agreement excludes any term or remedy that cannot lawfully be excluded.

15. Liability

15.1 Nothing in this agreement excludes or limits either party's liability for:

death or personal injury caused by its negligence;
fraud or fraudulent misrepresentation; or
any other liability that cannot lawfully be excluded or limited.

15.2 Subject to clause 15.1, neither party is liable to the other for an indirect or consequential loss.

15.3 Subject to clause 15.1, the Provider is not responsible for:

a professional, educational, employment, safeguarding or statutory decision made by the Customer;
the Customer's failure to review, correct or appropriately use a draft or training result;
the outcome of an application, assessment, inspection, complaint or statutory process;
Customer Data that is inaccurate, unlawful or submitted contrary to the Documentation;
unauthorised use of an account caused by the Customer's failure to protect credentials; or
a failure caused solely by the Customer's equipment, connectivity or a third-party system outside the Provider's reasonable control.

15.4 Subject to clause 15.1, the Provider's total aggregate liability arising from or connected with this agreement in any 12-month period is limited to 100% of the fees paid or payable by the Customer for the Service during that 12-month period.

15.5 The liability cap applies between the parties to contractual claims concerning the DPA to the extent permitted by law. It does not restrict the Information Commissioner's Office's powers, either party's direct regulatory obligations, or an individual's rights where these cannot be limited by contract.

15.6 The parties agree that the limitations in this clause reflect the nature of the Service, the subscription price, the Customer's responsibility for professional review, and the allocation of responsibilities in this agreement. Each provision operates separately. If one limitation is ineffective, the others continue to apply.

16. Events outside reasonable control

16.1 Neither party is liable for delay or failure caused by an event outside its reasonable control, provided it:

informs the other party as soon as reasonably practicable;
takes reasonable steps to reduce the effect; and
resumes performance as soon as reasonably practicable.

16.2 This clause does not excuse payment of an amount already due.

16.3 If the event prevents substantially all of the Service for more than 30 consecutive days, either party may terminate the affected Service by written notice. The Provider will refund the proportion of prepaid subscription fees relating to the unused affected period.

17. General

17.1 Assignment. The Customer may not transfer this agreement without the Provider's prior written consent, which will not be unreasonably withheld or delayed. Consent is not required solely because the same school converts or joins a trust, but the Customer must notify the Provider and the incoming legal entity must agree the required Order Form, DPA or novation documentation. The Provider may assign the agreement to a successor that acquires or continues the relevant business, on written notice and without reducing the Customer's contractual rights.

17.2 Changes to the terms. A change during the Term is effective only if recorded in writing and accepted by both parties, except for service changes permitted by clause 3.7 and Sub-processor changes made under the DPA. The Provider may offer updated terms on renewal.

17.3 Notices. Formal notices must be sent by email to the contract contacts stated in the Order Form, or to a replacement address notified in writing. A notice is treated as received on the next UK working day after sending unless the sender receives a delivery-failure message. This does not apply to service-status messages or routine support correspondence.

17.4 No waiver. A delay or failure to exercise a right does not waive that right. A waiver is effective only if given in writing and applies only to the circumstances for which it is given.

17.5 Severance. If a court finds part of this agreement unlawful or unenforceable, that part will be treated as removed or adjusted to the minimum extent necessary. The remainder continues in effect.

17.6 Third-party rights. A person who is not a party to this agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

17.7 Relationship. The parties are independent contractors. This agreement does not create a partnership, agency, employment relationship or joint venture.

17.8 Entire agreement. This agreement is the entire agreement about the Service and replaces previous discussions, proposals and representations about it. Each party acknowledges that it has not relied on a statement not recorded in the agreement. Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

17.9 Governing law and jurisdiction. This agreement and any non-contractual dispute arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.