These Terms and Conditions apply to all services contracted by Think Active CSW, unless otherwise agreed in writing. Think Active CSW is a charity registered with the Charity Commission (charity number 1193957) and its registered office care of 1 Mill Street, Leamington Spa, Warwickshire CV31 1ES.

1. INTERPRETATION

1.1. In these Terms, key terms have the following meanings:

Agreement: means the contract between Think Active and the Provider consisting of:

• the Services Agreement Summary;
• these Terms and Conditions (Terms);
• any Specification or schedule;
• the Provider’s tender, quotation or proposal; and
• any written variations agreed by both parties.

Applicable Laws: means any laws and legal rules that apply to the Services or to either party’s responsibilities under these Terms. This includes any requirements from regulators or government bodies that must be followed.

Confidential Information: means any information that one party shares with or makes available to the other party under these Terms that would normally be kept private. This includes the Agreement itself and details about either party’s business, customers, suppliers, plans, methods, products, know-how or ideas. However, information is not confidential if it:

• is or becomes publicly known (unless this happened because the receiving party breached the Agreement);
• was already known to the receiving party (without any duty to keep it confidential) before it was shared;
• was, is or becomes available to the receiving party from someone else who (as far as the receiving party knows) is allowed to share it; or
• both parties agree in writing that it is not confidential or can be shared.

Contract Value: means the total value of the Agreement as set out in the Services Agreement Summary.

Data Breach: means, as defined in the Data Protection Legislation, the accidental or deliberate loss, change or theft of, damage to, sight of or sharing by someone who shouldn’t have access to personal data.

Data Protection Legislation: means all UK laws relating to data protection, privacy and the processing of personal data. This includes the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and any laws that replace, amend or supplement them. It also includes any binding guidance or codes of practice issued by the Information Commissioner’s Office (ICO).

Deliverables: means any reports, training materials, resources, data, evaluations or outputs created under this Agreement whether directly by you or by someone else on your behalf.

Intellectual Property Rights: means legal rights that protect creative works, inventions and brands. This includes patents, copyrights, trademarks, design rights, database rights, business names, website addresses, trade secrets, know-how, goodwill and the right to take action if someone copies or imitates your work unfairly. It covers rights that are registered or not registered, applications for rights, and any renewals. These rights apply worldwide, now and in the future.

Your Team means all employees, workers, agents, consultants, contractors, volunteers and other representatives of the Provider, or any of its subcontractors, who are engaged in the performance of the Services from time to time. Team Member means any one of them.

Provider (you/your): means the organisation or individual supplying the Services as identified in the Services Agreement Summary.

Regulated Activity: has the meaning given to it under the Safeguarding Vulnerable Groups Act 2006.

Services: means the services to be provided by the Provider, as described in the Services Agreement Summary and any Specification.

Service User: means any person who is involved in the enjoyment of or has the benefit of the Services.

Specification: means any specification for the Services which you provided in your tender or response to a request for quotation, as identified in the Services Agreement Summary.

Think Active (we/us/our):  means Think Active CSW.

Term: means the duration of the Agreement as set out in the Services Agreement Summary.

1.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3. A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

1.4. A reference to legislation or a legislative provision:

• is a reference to it as amended, extended or re-enacted from time to time; and
• includes all subordinate legislation made from time to time under that legislation or legislative provision.

1.5. A reference to writing or written excludes fax but not email.

1.6. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2. ORDER OF PRECEDENCE

2.1. If there is any conflict between the documents forming the Agreement, the following order of precedence will apply:

• Services Agreement Summary
• These Terms and Conditions
• Specification or schedules
• Tender or quotation submission
• Subsequent correspondence

3. PROVISION OF SERVICES

3.1. You agree to deliver the Services to us in line with the Agreement, starting from the date and for the period set out in the Services Agreement Summary. As part of this, you agree to:

• carry out the Services with the best skill, care and attention, following best practice in your industry;
• follow all applicable laws and regulations relating to the Services and your responsibilities under the Agreement;
• follow our policies, guidelines and procedures that we have shared with you;
• meet any agreed timescales, outcomes and performance targets;
• make sure you have enough suitably skilled and experienced members of Your Team to carry out the work and meet your responsibilities under the Agreement;
• provide all equipment, tools, vehicles and other items needed to deliver the Services;
• obtain and keep all licences and permissions needed to provide the Services;
• follow all health and safety rules and any other security requirements that apply at our premises, including any guidance we give you;
• keep accurate records of:
  • delivery of the Services;
  • attendance;
  • expenditure;
  • outcomes; and
  • compliance with the Agreement.
• work with us on monitoring, reporting, evaluations, performance reviews, meetings, and any reasonable requests for information or evidence;
• avoid doing or not doing anything that might cause us to lose any licence, registration or permission we need to operate as a charity or perform our obligations to other parties.
• tell us straight away in writing if there is any change of ownership or control of your organisation;
• make sure all Deliverables meet the requirements in the Agreement and are fit for the purpose we have told you about; and
• make sure all goods, materials and methods used in providing the Services are of good quality and free from defects.

3.2. We can ask for reasonable changes to the Services in writing during the Term. Any changes that affect cost, timing or scope need to be agreed in writing by both of us before going ahead.

3.3. You may not make any significant changes to the Services without getting our written approval first.

3.4. You agree to tell us straight away if:

• there are any problems with delivering the Services, including potential delays or risks;
• complaints relating to the Services;
• any safeguarding concerns;
• any breach of the Data Protection Legislation; or
• anything you do or fail to do that could affect our reputation.

4. SAFEGUARDING

4.1. Where the Services involve Regulated Activity (as defined in the Safeguarding Vulnerable Groups Act 2006), you are responsible for managing and controlling that activity.

4.2. You agree to:

• follow our Safeguarding policies as updated from time to time;
• make sure all members of Your Team doing Regulated Activity have a valid enhanced DBS check for regulated activity (“DBS Check“);
• keep track of the DBS checks for all members of Your Team and make sure they stay valid;
• not employ or use anyone who is barred from Regulated Activity, or whose background suggests they would not be suitable or could be a risk to Service Users; and
• keep accurate records about safeguarding matters and Your Team.

4.3. You confirm that, as far as you know, no member of Your Team working on the Services is barred from doing so under the Safeguarding Vulnerable Groups Act 2006.

4.4. You must let us know straight away about any information we ask for to check that these safeguarding requirements have been met, and tell us about any concerns, investigations, complaints or incidents.

4.5. We can ask you to immediately remove any Team Member from providing the Services if we reasonably believe they present a safeguarding, conduct, compliance or reputational risk.

4.6. If you remove a Team Member from the Services (or would have done so if they hadn’t already left) because you believe they have harmed or could harm Service Users, you must report this to the Disclosure and Barring Service (DBS).

4.7. We will both follow data protection laws. You are responsible for carrying out DBS Checks and must make sure you have the right consents and notices in place to do so lawfully throughout the Agreement.

5. HEALTH AND SAFETY

5.1. You agree to:

• carry out and keep written risk assessments for the Services, reviewing them regularly;
• have written procedures for reporting accidents and incidents; and
• tell us promptly in writing about any serious accident, incident or event which could have resulted in injury or harm relating to the Services.

6. INSURANCE

6.1. We require you to have appropriate insurance cover throughout the Term and for 3 years afterwards, including (where relevant):

• Public Liability Insurance with a minimum cover of £5 million;
• Employers’ Liability Insurance with a minimum cover of £10 million;
• Professional Indemnity Insurance;
• Motor Insurance; and
• any specialist insurance relevant to the Services for example delivery of high-risk activities

6.2. You agree that, if we ask for copies of your insurance certificates, you will provide them.

6.3. You agree to let us know straight away if your insurance cover is cancelled, reduced or not renewed.

6.4. Not having appropriate insurance is a serious breach of these Terms.

7. EMPLOYMENT STATUS AND TAX

7.1. You are working with us as an independent contractor. These Terms do not create an employment relationship between us and you or anyone you engage.

7.2. You are responsible for:

• all tax;
• National Insurance contributions;
• pension contributions; and
• any other statutory, regulatory, or contractual obligations.

in connection with payments made under these Terms.

7.3. Where relevant, you must follow HMRC rules about self-employment, employment status and off-payroll working (including IR35).

8. OUR RESPONSIBILITIES

8.1. We will:

• give you the information you reasonably need to deliver the Services;
• get and keep any licences, permissions and consents we need for our own activities under the Agreement (unless we agree otherwise in writing); and
• give you reasonable access to our premises at reasonable times so you can provide the Services.

8.2. We will give you reasonable notice if we need to change the date, time or location of the Services, or if we need to pause or postpone them.

9. FEES AND PAYMENT

9.1. Fees and payment arrangements shall be as set out in the Services Agreement Summary.

9.2. You are obliged to keep accurate records of the time you spend on the Services and what you deliver. We (or our representatives) can ask to see these records at reasonable times.

9.3. Your invoices must be clear and accurate, and include:

• invoice date;
• description of Services delivered;
• delivery period;
• agreed fees;
• any approved expenses; and
• VAT where applicable.

9.4. We will pay valid, undisputed invoices within 30 days of receiving them.

9.5. If we dispute an invoice, we will tell you in writing within 14 days of receiving it and explain why. The parts of the invoice we do not dispute will still be paid within the normal timescales.

9.6. Prices do not include VAT. If VAT applies, please send us a valid VAT invoice and we will pay the VAT on top of the agreed fees.

9.7. We can hold back payment if:

• Services have not been delivered;
• the work is not up to standard;
• information is missing;
• we dispute the charges; or
• there is any other dispute about the Agreement.

9.8. You may only increase your charges or pricing if we agree in writing.

9.9. You must use any funds we pay you carefully and only for delivering the Services.

9.10. We will not cover expenses unless we have agreed to them in writing beforehand.

9.11. If you owe us money, we can deduct it from amounts we owe you.

9.12. Before we make any deduction from amounts owed to you, we will let you know in writing what we are deducting and why, and give you a reasonable opportunity to respond.

10. PERFORMANCE MANAGEMENT

10.1. If we have concerns about your performance, we may ask you to create and follow an improvement plan.

10.2. You are obliged to keep records relating to the Services for at least 6 years after the Agreement ends, these include financial, operational, health and safety and any other relevant records.

10.3. We (or our representatives) can audit your records, systems and processes relating to the Services, with reasonable notice (unless we are not entitled to give notice in terms of any Applicable Law), during the Term and for 6 years afterwards.

11. EQUALITY, DIVERSITY AND INCLUSION

11.1. You agree to follow the Equality Act 2010 and, where relevant, the EHRC Employment Statutory Code of Practice.

11.2. You must not discriminate against or harass anyone, including staff, job applicants, clients, customers, suppliers or visitors. This applies everywhere in the workplace, outside work, and in every part of delivering the Services.

11.3. You agree to support inclusive and accessible delivery of the Services wherever you reasonably can.

11.4. We will share relevant information with you about Service Users where needed to help you deliver inclusive and accessible Services, in line with Data Protection Legislation.

12. MODERN SLAVERY AND ANTI-BRIBERY

12.1. You agree to follow:

• anti-slavery and human trafficking laws, including the Modern Slavery Act 2015;
• anti-bribery and anti-corruption laws, including the Bribery Act 2010; and
• all other applicable anti-corruption laws.

12.2. Our policies relating to the matters in clause 12.1 are set out on our website and you are obliged to comply with them. We will update these from time to time and the amended versions must also be complied with.

12.3. You agree to immediately inform us if you become aware of any actual or suspected modern slavery, fraud, bribery or corruption connected to the Services.

13. CONFIDENTIALITY

13.1. Neither of us will share the other’s Confidential Information with anyone else, except as allowed under clause 13.2.

13.2. Either of us can share the other’s Confidential Information:

• if required by law, a court or a regulator;
• where needed to deliver the Services; or
• with written consent.

13.3. You must make sure Your Team and any associates also keep things confidential, with similar agreements in place.

13.4. Neither of us will use the other’s Confidential Information for anything other than carrying out our responsibilities under the Agreement.

13.5. You must not use our Confidential Information with machine learning or artificial intelligence tools without our written consent.

14. DATA PROTECTION

14.1. Both of us will follow the Data Protection Legislation.

14.2. For the purposes of these Terms:

• we are the Data Controller;
• you are the Data Processor; and
• Domestic Law is the law of the United Kingdom or a part of the United Kingdom.

unless we agree otherwise in writing.

14.3. You agree to:

• only process personal data based on our written instructions, unless the law requires you to do otherwise (in which case, you are required to tell us first if you are allowed to do so in terms of the Applicable Laws);
• keep personal data safe and confidential;
• put in place appropriate security measures (which we have approved) to protect personal data;
• make sure anyone who handles personal data is properly trained and keeps it confidential;
• help us respond to requests from individuals about their data, and help us meet our data protection obligations;
• tell us about any data breach within 24 hours of finding out about it;
• work with the Information Commissioner’s Office if needed; and
• delete or return personal data to us when the Agreement ends (unless the law says you must keep it).

14.4. You are not entitled to transfer personal data outside the UK without our written approval.

14.5. You must not pass personal data processing to anyone else without our written consent.

14.6. You are obliged to put and keep appropriate security measures in place and maintain records showing you are meeting these data protection requirements.

14.7. If we suffer any losses because you breach these data protection requirements, or because of a claim by an individual or the ICO, you agree to cover those losses.

15. INTELLECTUAL PROPERTY

15.1. You keep ownership of any Intellectual Property Rights you had before this Agreement.

15.2. You recognise that our existing materials and Intellectual Property Rights belong to us.

15.3. Unless we agree otherwise in writing, the Intellectual Property Rights in any Deliverables become ours once we have paid the relevant invoice.

15.4. You give us a permanent, non-exclusive, royalty-free licence to use any of your pre-existing materials that are included in the Deliverables.

15.5. You warrant that delivering the Services will not infringe anyone else’s Intellectual Property Rights.

15.6. Where possible, we expect you to get waivers of moral rights in the Deliverables from anyone who might be entitled to them.

15.7. If we face any claims that the Services or Deliverables infringe someone else’s Intellectual Property Rights, you agree to cover our losses in full (ie fully indemnify us for these losses). This obligation continues after the Agreement ends.

15.8. You agree that you will not use our name, logo or any of our branding in any marketing, publicity, press release or public announcement without getting our written approval first.

16. INDEMNITIES AND WARRANTIES

16.1. You agree to fully indemnify us and hold us harmless against all liabilities, losses, damages, costs, claims, demands, actions and expenses (including reasonable legal fees) that we suffer or incur as a result of or in connection with:

• a breach of any Applicable Law and clause 20.2;
• a breach of clause 12 (modern slavery and bribery);
• a breach of clause 13 (confidentiality);
• a breach of clause 14 (data protection); and
• a breach of clause 15 (Intellectual Property).

16.2. We will let you know promptly about any claim and co-operate with you to resolve it as far as we reasonably can and at your cost.

17. LIMITATION OF LIABILITY

17.1. In this section:

• “default” means any act or failure to act that makes one of us responsible to the other; and
• “liability” means any liability arising under or in connection with these Terms, whether in contract, tort (including negligence), for breach of statutory duty, misrepresentation or otherwise.

17.2. Nothing in these Terms limits either party’s liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• deliberate misconduct or default;
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; and
• any liability that cannot legally be limited or excluded.

17.3. Subject to clause 2, your total liability under these Terms is capped at 100% of the Contract Value.

17.4. Except in the circumstances set out in clause 16.1, neither of us will be liable for any indirect or consequential loss, or for any loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of reputation, or loss of data, even if we were told such losses were possible.

18. ASSIGNMENT AND OTHER DEALINGS

18.1. You may not assign, transfer or subcontract any part of the Services without our written consent.

18.2. If we agree to let you subcontract, you remain responsible for everything your subcontractors do or omit to do.

19. CONFLICT OF INTEREST

19.1. You must tell us straight away about any actual or potential conflict of interest relating to the Services.

19.2. We may ask you to take steps to manage or remove any conflict of interest.

20. REPUTATION AND CONDUCT

20.1. You agree not to do or fail to do anything that might damage our reputation.

20.2. You must follow all applicable laws, policies and professional standards.

20.3. You must not make any public statements, give interviews to the media or issue press releases about Think Active or the Services without our written approval.

21. FORCE MAJEURE (EXCEPTIONAL CIRCUMSTANCES)

21.1. Neither of us will be liable for delays or failures caused by events outside our reasonable control.

21.2. If something like this happens, the affected party must:

• let the other party know as soon as possible; and
• take reasonable steps to reduce the disruption

21.3. You may not charge for Services that are not provided during a force majeure event.

21.4. If a force majeure event goes on for more than 3 months, either of us can end the Agreement by giving at least 10 days’ written notice.

22. TERM AND TERMINATION

22.1. These Terms start on the date in the Services Agreement Summary and continue until they expire or are ended.

22.2. We can end these Terms for any reason by giving you 30 days’ written notice.

22.3. We can also end these Terms straight away by written notice if:

• you breach any of the provisions of clause 16.1;
• there is a change of ownership or control of your organisation;
• your financial situation gets worse and, in our reasonable view, puts your ability to meet your obligations at risk; or
• you repeatedly break these Terms in a way that suggests you cannot or will not follow them.

22.4. Either of us can end these Terms straight away by written notice if:

• the other party seriously breaches the Agreement and the breach cannot be remedied;
• the other party does not fix a breach that can be put right within 15 days of being asked;
• there are serious safeguarding concerns;
• there is serious risk to reputation;
• funding for the Services ends or significantly changes; or
• the other party becomes insolvent.

22.5. We can ask you to pause the Services while we look into serious concerns about how they are being delivered.

22.6. If we ask you to pause the Services under clause 22.5, we will let you know the reason (if we are able to do so without affecting any investigation) and how long we expect the pause to last. If the pause goes on for more than 30 days, either of us can end this Agreement by giving 14 days’ written notice.

23. CONSEQUENCES OF TERMINATION

23.1. When these Terms end:

• you are obliged to immediately stop delivering the Services (unless we tell you otherwise in writing);
• both of us must return each other’s Confidential Information if asked;
• any rights either of us had before termination (including the right to claim for earlier breaches) will survive the termination of the Agreement;
• you must give us all Deliverables (finished or not), return our materials and property, and stop using our Confidential Information;
• you agree to help us hand over the Services smoothly to us or any replacement provider.

23.2. If we end this Agreement, we will pay you for any Services properly delivered up to the date of termination, unless the termination is due to your serious breach of this Agreement.

23.3. The parts of this Agreement about confidentiality, data protection, intellectual property, liability and keeping records continue to apply after the Agreement ends as do any provisions which are by their nature intended to continue.

24. NOTICES

24.1. Notices under these Terms must be in writing and sent by:

• email;
• hand delivery; or
• pre-paid first-class post or other next working day delivery service.

24.2. Notices are considered to have been received: (a) if hand delivered, when delivered; (b) if posted first class, at 9am on the second business day (being a day that is not a Saturday, Sunday or Bank Holiday in the United Kingdom) after posting; (c) if emailed, on the next business day after sending.

25. ASSIGNMENT AND SUBCONTRACTORS

You may not pass on, transfer or subcontract any part of the Services or your responsibilities under this Agreement to anyone else without our written consent. If we do agree to let you subcontract, you remain responsible for everything your subcontractors do or fail to do, as if you had done it yourself.

26. WAIVER

26.1. If either of us delays in using a right under these Terms, that does not mean we have given up that right.

26.2. A right under these Terms can only be waived in writing.

27. OUR RELATIONSHIP

27.1. This Agreement does not create a partnership, joint venture or employment relationship between us. Each of us is acting on our own behalf.

28. THIRD PARTY RIGHTS

Only the parties to this Agreement have rights under it. No one else can enforce it under the Contracts (Rights of Third Parties) Act 1999.

29. ENTIRE AGREEMENT

29.1. These Terms are the whole agreement between us.

29.2. We have both entered into this Agreement based only on what is written here, not on anything else that was said or written beforehand.

29.3. Any changes to these Terms need to be agreed in writing and signed by both of us.

30. SEVERABILITY

If any part of these Terms turns out to be unenforceable, the rest still applies.

31. DISPUTE RESOLUTION

31.1. If either of us has a concern or disagreement about anything to do with this Agreement, we should first try to work it out between ourselves. The person with the concern should let the other know in writing what the issue is. Both sides should then meet (in person, by phone or video call) within 10 Business Days to talk it through honestly and openly, with the aim of finding a solution that works for everyone.

31.2. If we cannot resolve matters through discussion within 30 days, we must try mediation before either of us can go to court. Mediation means bringing in a neutral third person (a mediator) to help us reach an agreement. The mediator will not make a decision for us but will help us find our own solution. We will share the cost of the mediator equally. The only exception is if there is an urgent matter that needs immediate court attention—in that case, either of us may apply to the court straight away.

32. GOVERNING LAW AND JURISDICTION

32.1. These Terms are governed by the laws of England and Wales.

32.2. If any dispute does end up in court, it will be dealt with by the courts of England and Wales, and both parties agree that those courts have the sole authority to hear any claims.

Updated: June 2026