Terms of Business

1.0 Application and entire agreement

1. These Terms of Business apply to the provision of the Services detailed in our Individual Support Worker Service Agreement (Services) by Send it to Alex Ltd a company registered under 12354088 whose registered office is at, Le Nid Main Street, West Hagbourne, OX11 0NJ.
2. We or us or our or Service Provider to the person buying the Services (you or Customer or Client).
3. You are deemed to have accepted these Terms of Business when you accept our Services or from the date of any performance of Services (whichever happens earlier) and these Terms of Business and our Services (the Contract) are the entire agreement between us.
4. 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.

2.0 Interpretation

1. A “business day” means any day other than Saturday, Sunday or bank holiday in England or Wales.
2. Headings in these Terms of Business are for convenience only and do not affect their interpretation.
3. What’s imparting the singular number shall include the plural and vice-versa.

3.0 Services

1. The warrant that we will use reasonable care and skill in our performance of the Services which will comply with the Services, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirements and, we will notify you if this is necessary.
2. We will use all reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the Services however time shall not be of the essence in the performance of our obligations.
3. All of these Terms of Business apply to the supply of any goods as well as Services unless we specify otherwise.

4.0 Your obligations

1. 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.
2. You will be liable for any Fees incurred, or that may be incurred, as a result of your failure to notify us of any changes to their personal circumstances which materially affect our ability to deliver the Services.
3. Failure to comply with clause 10 may result in termination of the Services.
4. 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).

5.0 Fees

1. The fees (Fees) for the Services are set out in the Services and are on a time and materials basis.
2. In addition to the fees, we can recover from you;
   1. reasonable incidental expenses including but not limited to, travelling expenses, hotel cost, subsistence and any associated expenses.
   2. the cost of Services provided by third parties and required by us for the performance of the Services.
   3. the cost of any materials required for the provision of the Services such as, but not limited to, printing, postage, stationary, equipment and software.
3. You must pay us for any additional Services provided by us that are not specified in the Services in accordance with our then current, applicable rates in effect at the time of performance or such other right as may be agreed between us. The provisions of clause 14 also apply to these additional Services.
4. Billable time includes;
   1. meetings and calls inside and outside of contracted hours.
   2. the writing and/or reading of correspondence sent by mail, email or instant messaging platforms.
   3. preparation for meetings and events
   4. travel time.
5. If the project is based on an hourly rate, then a minimum invoice amount is for one hour and the hourly rate is then billed in increments of 30 minutes, with time rounded up to the nearest half of an hour.
6. Hours are pre-booked and reserved for the Client. Pre-booked time such as meetings that the Client books in advance with, or on behalf of the Contractor may still be chargeable if cancelled or rescheduled at short notice. The Client where possible must provide 48-hours’ notice for the cancellation or rescheduling of pre-booked time to alleviate financial loss to us.
7. The Fees are subject to any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

6.0 Payment

1. You will be invoiced for the payment of Fees either:
   1. when we have completed the Services; or
   2. on the invoice dates set out in the Service Agreement
2. You must pay the Fees due within the number of days specified within the Service Agreement.
3. 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 2.5% per annum above the base lending rate of the Bank of England on the amount outstanding until payment is received in full.
4. All payments due under these Terms of Business 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.
5. 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.
6. You shall cooperate fully with us in the event of any delay in the payment of Fees. Notwithstanding any third-party arrangement for funding or payment, you remain solely liable for ensuring that all payments due to us are received in full and on time.
7. Receipts for payment will be issued by us only at your request.

7.0 Subcontracting and assignment

1. 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 of Business and can subcontract or delegate in any manner any or all of our obligations to a third party.
2. 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 of Business.

8.0 Cancellation and amendment

1. We can withdraw, cancel or amend a Service if it has not been accepted by you or if the Services have not started within a period of 10 days from the date of the Service Agreement (unless the Services has been withdrawn).
2. Either we or you can cancel an order of Services for any reason prior to your acceptance (or rejection) of the Services.
3. If you want to amend any details of the Services, you must provide 30 days’ written notice. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoice to you.
4. From time to time, we may make amendments to our Terms of Business. Any such amendments will be communicated to you in writing. Unless you provide a written objection within 7 days, the amendments shall be deemed accepted by you.
5. If due to circumstances beyond our control including those set out in clause below (Circumstances beyond party’s control) we have to make any changes 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.

9.0 Termination

1. Termination of Services requires 30 days’ written notice by either party.
2. The Termination of Services shall not take effect unless and until the account is up to date with payment of Fees. For further details, please refer to Clause 26.
3. We can terminate the provision of the Services immediately if you:

a. commit a material breach of your obligations under these Terms of Business; or

b. failed to make payment of any amount under the contract on the due date for payment; or

c. become, in our reasonable opinion, or are about to become the subject of 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.

4. In the event the Services are terminated prior to completion of the Services but where the Services have been partially performed, you will be liable for the Payment of Fees for the Services provided up to the date of termination.

10.0 Right to pause support

1. It is expressly agreed that we reserve the right to temporarily suspend the provision of its Services in the event of extenuating circumstances which materially affect our ability to perform its obligations. Such circumstances include, but are not limited to:

a. Non-payment of any invoice that remains outstanding associated with this agreement for more than seven (7) days’ after the due date;
b. Persistent failure to engage, respond, or otherwise cooperate in a manner reasonably required to enable the delivery of Services;
c. Any conduct or event which, in our reasonable opinion, compromises the effectiveness, safety, or integrity of the Services.

During this period of suspension:
a. We shall not be liable for any delay or failure in Service delivery resulting from the suspension.
b. You remain liable for any fees due up to the date of the support was suspended and for any reasonable costs incurred by us in connection with the suspension; and
c. We may, at its sole discretion, resume Services upon resolution of the issue to its reasonable satisfaction.

11.0 Intellectual property

1. All Intellectual Property and related material (the “Intellectual Property”) that is developed or produced by either party under these Terms will be the property of that Party. In the case of our Intellectual Property, the Services grant a nonexclusive limited-use licence to the Client.
2. Title, copyright, Intellectual Property rights and distribution rights of the Intellectual Property remain exclusively with the party owning that Intellectual Property.

12.0 Liability and indemnity

1. Each party’s liability under these Terms of Business, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
2. The total amount of either party’s liability is limited to the total amount of Fees payable by the Client under the Service Agreement.
3. Neither party is liable to the other (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance by either party of any of its obligations under these Terms of Business or the Agreement or the Services for;
   1. Any indirect special or consequential loss damage costs or expenses; or
   2. 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
   3. Any failure by a party to perform any of its obligations if such delay or failure is due to any cause beyond its reasonable control; or
   4. Any losses caused directly or indirectly to one party by any failure or breach by the other of its obligations; or
   5. Any losses arising directly or indirectly from the choice of Services by the Client and how they will meet its requirements or its use of the Services or any goods supplied in connection with the Services.
4. Either party must indemnify the other against all damages, costs, claims and expenses suffered arising from any loss or damage to any equipment (including that belonging to third parties) caused by the other or its agents or employees.
5. Nothing in these Terms of Business shall limit or exclude either party’s 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.

13.0 Data protection

1. Definitions. In this clause:

“Data Protection Legislation” means the UK GDPR (as defined in section 3(10) of the Data Protection Act 2018), the Data Protection Act 2018, and all other applicable laws relating to the processing of personal data, each as amended or replaced from time to time, including by the Data (Use and Access) Act 2025.

“Personal Data”, “Special Category Data”, “Processing”, “Controller”, “Processor”, “Data Subject”, “Personal Data Breach” and “Supervisory Authority” have the meanings given in the Data Protection Legislation.

“Sub-processor” means any third party appointed by the Service Provider to process Personal Data on behalf of the Customer.

2. Roles of the parties. Where the Service Provider processes Personal Data on behalf of the Customer in supplying the Services, the Customer is the Controller and the Service Provider is the Processor. Each party shall comply with its obligations under the Data Protection Legislation.

3. Details of the processing. The subject matter, duration, nature and purpose of the processing, the types of Personal Data and the categories of Data Subjects are set out in clause 16. The obligations and rights of the Customer as Controller are as set out in this clause and in the Data Protection Legislation.

4. Instructions. The Service Provider shall process Personal Data only on the documented instructions of the Customer, including with regard to transfers of Personal Data outside the United Kingdom, unless it is required to do otherwise by domestic law. In that case, the Service Provider shall inform the Customer of that legal requirement before processing, unless that law prohibits it on important grounds of public interest. These Terms of Business, any order or statement of work, and any further written instructions agreed between the parties are the Customer’s documented instructions. The Service Provider shall not process Personal Data for its own purposes or for the purposes of any third party.

5. Unlawful instructions. The Service Provider shall immediately inform the Customer if, in its opinion, an instruction from the Customer infringes the Data Protection Legislation.

6. Confidentiality. The Service Provider shall ensure that all persons it authorises to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. It shall ensure that access is limited to those who need it to supply the Services.

7. Security. The Service Provider shall take all measures required under Article 32 of the UK GDPR. This means implementing and maintaining appropriate technical and organisational measures to ensure a level of security appropriate to the risk. The Service Provider shall take into account the state of the art, the costs of implementation, the nature, scope, context and purposes of the processing, and the risks to Data Subjects, including the sensitivity of any Special Category Data.

8. Sub-processors. The Customer gives the Service Provider general written authorisation to engage Sub-processors, subject to the following conditions:

(a) the Service Provider shall maintain a list of its current Sub-processors and provide it to the Customer on request;

(b) the Service Provider shall inform the Customer in writing of any intended addition or replacement of a Sub-processor at least 30 days in advance, giving the Customer the opportunity to object on reasonable data protection grounds. If the Customer objects and the parties cannot resolve the objection in good faith, the Customer may terminate the affected Services without penalty;

(c) the Service Provider shall impose on each Sub-processor, by written contract, the same data protection obligations as are set out in this clause, in particular providing sufficient guarantees to implement appropriate technical and organisational measures so that the processing will meet the requirements of the Data Protection Legislation; and

(d) the Service Provider shall remain fully liable to the Customer for the performance of each Sub-processor’s obligations.

9. International transfers. The Service Provider shall not transfer Personal Data outside the United Kingdom, or allow any Sub-processor to do so, without the Customer’s prior written consent. Any such transfer shall comply with Chapter V of the UK GDPR.

10. Data Subject rights. Taking into account the nature of the processing, the Service Provider shall assist the Customer by appropriate technical and organisational measures, insofar as this is possible, to fulfil the Customer’s obligation to respond to requests from Data Subjects to exercise their rights under the Data Protection Legislation. The Service Provider shall promptly forward to the Customer any such request it receives directly, and shall not respond to it except on the Customer’s instructions or as required by law.

11. Assistance with compliance. Taking into account the nature of the processing and the information available to it, the Service Provider shall assist the Customer in ensuring compliance with its obligations under Articles 32 to 36 of the UK GDPR. These cover security of processing, notification of Personal Data Breaches to the Supervisory Authority and to Data Subjects, data protection impact assessments, and prior consultation with the Supervisory Authority.

12. Personal Data Breaches. The Service Provider shall notify the Customer without undue delay, and in any event within 48 hours, after becoming aware of a Personal Data Breach affecting the Customer’s Personal Data. The notification shall include, as far as is then known:

the nature of the breach;
the categories and approximate number of Data Subjects and records concerned;
the likely consequences; and
the measures taken or proposed to address the breach.
The Service Provider shall cooperate with the Customer and take reasonable steps to contain, investigate and mitigate the breach.

13. Deletion or return. On termination or expiry of the Services, the Service Provider shall, at the Customer’s choice, return all Personal Data to the Customer or delete it, and delete existing copies, unless domestic law requires the Service Provider to store the Personal Data. Deletion may include irreversibly anonymising Personal Data so that it no longer constitutes Personal Data. The Service Provider shall confirm deletion in writing on request. During the Services, the Service Provider shall not retain Personal Data for longer than necessary for the purposes of the processing.

14. Audit and information. The Service Provider shall make available to the Customer all information necessary to demonstrate compliance with this clause and Article 28 of the UK GDPR. It shall allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, on reasonable prior written notice, during normal business hours, and subject to reasonable confidentiality obligations.

15. Further information. Further information about the Service Provider’s approach to data protection is set out in its Data Protection Policy, available on the Send it to Alex website. Enquiries or complaints about data privacy can be sent to lillie@sendittoalex.co.uk.

16. Details of the processing

Subject matter and purpose: Providing virtual employment support services to the Customer’s employees, as agreed between the parties, to support them in their working lives.

Duration: The term of the Services, plus any period needed to delete or return Personal Data under clause 13.

Nature of processing: Collection, recording, organisation, storage, use, retrieval, disclosure to the Customer where agreed, and erasure.

Types of Personal Data: Name, contact details, job title and employment information, and records of support sessions, needs identified and actions agreed. Where relevant to the Services, and with the Data Subject’s explicit consent, this may include Special Category Data about health, disability, neurodivergence or mental health.

Categories of Data Subjects: The Customer’s employees and other workers who receive the Services.

14.0 Circumstances beyond a party’s control

1. 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: 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 of Business.

15.0 Communications

1. All notices under these Terms of Business must be in writing and signed by, or on behalf of the party giving notice (or a duly authorised officer of that party).
2. Notices shall be deemed to have been duly given:
   1. when emailed
   2. when delivered if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient
   3. on the 5th business day following mailing if mailed by national ordinary mail; or
   4. on the 10th business day following mailing if mailed by airmail
3. All notices under these Terms of Business must be addressed to the most recent address or e-mail address notified to the other party.

16.0 No waiver

1. 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.

17.0 Severance

1. If no one more of these Terms of Business is found to be unlawful, invalid or otherwise unenforceable that those provisions will be deemed severed from the remainder of these Terms of Business (which will remain valid and enforceable).
2. This agreement shall be governed by an interpreter protected according to the law of England and Wales and also disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.