Professional Partnership Agreement

Terms governing inclusion in the SEN Help Verified Directory
Effective date: for each Professional, the date of our confirmation email under clause 4  |  Version 1.0, published 13 July 2026

1. The parties

(1) SEN Help (“we”, “us”, “our”, or “the Platform”): SEN Help Network Ltd, a company registered in England and Wales with company number 17277924, whose registered office is at 167-169 Great Portland Street, 5th Floor, London, W1W 5PF and which operates the website sen.help.

(2) The Professional (“you”, “your”): the individual or firm identified in the Registration Form and accepted by us for inclusion in the Directory.

Together referred to as “the Parties” and each a “Party”.

2. Background

SEN Help operates a verified directory of independent professionals offering services to families of children with Special Educational Needs and Disabilities in the United Kingdom. This includes, without limitation, SEN advocates, educational psychologists, speech and language therapists, and occupational therapists.

You wish to be listed on the Directory and to receive enquiries from parents, carers and other end users. This Agreement sets out the terms on which we will list you and provide related services.

3. Definitions

“Directory” means the verified professional directory published at sen.help/find-an-expert and any successor or related location;

“Listing” means your individual profile page and entries within the Directory;

“End User” means any parent, carer, or member of the public who uses the Platform to search for, enquire about, or contact you;

“Registration Form” means the online professional application form you complete at sen.help;

“Services” means the directory listing, lead delivery, and related platform services we provide to you under this Agreement;

“Subscription Fee” means the fee payable by you for the Services, as set out on our pricing page at the point of purchase. The standard monthly fees by professional category are: £199 for SEND solicitors; £149 for educational psychologists; £99 for speech and language therapists, occupational therapists, independent advocates and specialist tutors (or, in each case, the equivalent annual figure). The first 30 Professionals accepted to the Directory, or accepted (other than by its previous holder, whose re-application is governed by clauses 7A.4 and 7A.6) to a founding place vacated before its previous holder’s first Subscription Fee was charged, are “Founding Members”. Founding Members pay a Subscription Fee of £49 per month, locked for the life of their membership, that is, for as long as their Agreement continues, as protected by clauses 7 and 19. No Subscription Fee is payable by a Founding Member before the Billing Start Date, as set out in clause 7A;

“Billing Start Date” means the date determined under clause 7A.2;

“Verification Requirements” means the standards set out in clause 5;

“working day” means a day other than a Saturday, Sunday, or public holiday in England and Wales.

4. Formation and duration

For Founding Members accepted before the Billing Start Date, this Agreement comes into force when we confirm in writing (including by automated email) that your application has been accepted; the first Subscription Fee is charged as set out in clause 7A. For all other Professionals, this Agreement comes into force when we confirm in writing (including by automated email) that your application has been accepted and your first Subscription Fee has been successfully charged. If we do not accept your application, no agreement is formed and we will refund any Subscription Fee taken, in full, within 14 days.

The Agreement continues on a rolling monthly basis (or annual basis, if you have selected an annual plan) until terminated by either Party in accordance with clause 15.

This Agreement is between business-to-business parties. The consumer cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply.

5. Verification Requirements

5.1 Core requirements

To be listed and remain listed, you must:

5.2 Ongoing obligations

You must inform us in writing within 5 working days of any material change to your registration, insurance, DBS status, or fitness to practise, including the opening of any investigation or regulatory action against you.

You authorise us to conduct periodic re-verification checks, including checks against HCPC, SRA and other public registers.

We may require evidence of continuing compliance at any time. Failure to provide evidence within 10 working days of request is a material breach of this Agreement.

6. Your listing

6.1 Content

Your Listing may include professional qualifications, areas of practice, geographic coverage, photograph, biography, contact route, and such other information as we make available from time to time.

6.2 Accuracy

You warrant that all information you submit is and will remain accurate, current, and not misleading.

You may not claim qualifications, accreditations, memberships, or specialisms you do not hold.

You may not use language that implies SEN Help endorses any particular outcome, case, or specialism beyond the fact of your verified inclusion in the Directory.

6.3 Editorial control

We reserve final editorial control over the Directory. We may, acting reasonably:

We will give you prior notice of editorial changes where reasonably practicable.

7. Fees and payment

The Subscription Fee is the amount stated on our pricing page at the point of purchase, which will match the fee schedule in clause 3. If they differ, the lower figure applies. Fees are exclusive of VAT, which will be added where applicable.

Fees are collected by Stripe or another third-party processor on a recurring basis. By accepting this Agreement you authorise such recurring charges.

We may change the Subscription Fee for Professionals who are not Founding Members by giving 30 days’ written notice. A changed fee takes effect from your next renewal date after the notice period ends, never part-way through a period you have already paid for. If you do not accept the new fee, you may terminate under clause 15.1. The Founding Member rate of £49 per month will not be increased for as long as the Founding Member’s Agreement continues; a period of suspension under this clause 7 or clause 16 does not break that continuity. We will not terminate a Founding Member under clause 15.1 in order to relist them at a higher rate, and we may terminate a Founding Member under clause 15.1 only where we cease to operate the Directory or the relevant professional category.

90-day billing pause: if no genuine End User enquiry reaches you through the Platform within your first 90 days of listing, we will pause your Subscription Fee billing, with your Listing remaining live, until the first genuine End User enquiry reaches you. Billing resumes from the next billing date after that enquiry. A “genuine End User enquiry” means an enquiry from a real prospective client (not a test, duplicate, spam or plainly misdirected message) sent to you through the Platform or passed to you by us, about services you offer in an area you cover; we decide in good faith whether an enquiry is genuine and will tell you which enquiry started your billing.

Refunds are governed by our Refund Policy, which forms part of this Agreement.

If payment fails, we will attempt to retake it. If payment remains outstanding for more than 14 days, we may suspend your Listing without further notice.

7A. Founding build phase and Billing Start Date

7A.1 No Subscription Fee is payable by a Founding Member before the Billing Start Date. A Founding Member’s Listing is live from acceptance in the normal way.

7A.2 The Billing Start Date is the earlier of: (a) the first day of the calendar month beginning at least 14 days after we notify Founding Members in writing that all 30 founding places are filled; and (b) 1 December 2026. A founding place vacated after that notification does not affect the Billing Start Date.

7A.3 We will give each Founding Member at least 14 days’ individual written notice before their first charge. Where a Founding Member is accepted fewer than 14 days before the Billing Start Date, their first Subscription Fee is charged 14 days after acceptance instead of on the Billing Start Date, and their acceptance confirmation constitutes that notice.

7A.4 A Founding Member must have a valid payment method registered with our payment processor before their first Subscription Fee falls due. It falls due on the Billing Start Date, or on the later date set by clause 7A.3, or, where clause 7A.7 applies, 14 days after the first genuine End User enquiry reaches them. If no payment method is registered within 14 days after it falls due, we may suspend the Listing; a suspension under this clause does not break the continuity protected by clause 7, and no Subscription Fee accrues for any period of suspension under this clause. If none is registered within 28 days after the fee fell due, the founding place and the Founding Member rate are forfeited, the Agreement ends, and any re-application is at the standard rate for the relevant professional category. A payment method that is registered but fails, and remains failing 28 days after the fee fell due, is treated the same way, after the retake process in clause 7 has run.

7A.5 A Professional accepted to a founding place after the Billing Start Date is charged from acceptance under clause 4 and receives the Founding Member rate and the protections of clauses 3, 7 and 19.

7A.6 Termination of this Agreement by the Founding Member, or by us for material breach, ends the Founding Member rate permanently; any re-application is then at the standard rate for the relevant professional category. Termination by us other than for material breach does not bar re-entry at the Founding Member rate. This does not limit clause 7’s protections while the Agreement continues.

7A.7 Where a Founding Member has not received a genuine End User enquiry (as defined in clause 7) before the Billing Start Date, billing is paused from the Billing Start Date until the first genuine End User enquiry reaches them, and no Subscription Fee is taken in the meantime. The 90-day billing pause in clause 7 otherwise runs on days of listing and is unaffected by this clause.

7A.8 Before the Billing Start Date, a Founding Member may terminate this Agreement at any time by written notice to us, effective on receipt.

7B. Founder leave of absence

7B.1 A Founding Member may request a leave of absence of up to 3 months in total in any rolling 12-month period (for example for illness or caring responsibilities), and longer for parental leave by agreement, which we will not unreasonably refuse.

7B.2 During an agreed leave of absence the Listing is suspended and no Subscription Fee is charged for that period; no Subscription Fee accrues in respect of it.

7B.3 A leave of absence is not a termination: Founding Member status, the Founding Member rate and continuity under clause 7 are preserved, and clauses 7A.4 and 7A.6 are not triggered by it.

8. Enquiries and leads

The Platform may forward enquiries from End Users to you. Enquiries are generated on a non-exclusive basis; we do not guarantee any minimum number of enquiries.

You must respond to End User enquiries promptly and professionally, and in any case within 5 working days of receipt. Persistent failure to respond is grounds for suspension or termination.

You agree not to use enquirer contact details for any purpose other than responding to the specific enquiry, and not to add enquirers to any marketing list without their separate, express, freely given consent.

You agree not to pay, offer, or receive any referral fee, finder’s fee, or similar consideration for leads generated through the Platform, whether to us, End Users, or third parties, other than the Subscription Fee itself.

9. Standards of conduct

As a condition of inclusion, you agree at all times to:

10. Intellectual property

The SEN Help name, logo, crest, and all Platform content (excluding your Listing content) remain our exclusive property.

You grant us a worldwide, royalty-free, non-exclusive licence to use, reproduce, adapt, and display your Listing content (including your name, qualifications, photograph, and biographical information) for the purpose of operating and promoting the Platform. This licence ends 90 days after termination of this Agreement, except that cached, archived, or previously distributed material may remain in circulation.

You may refer to your inclusion in the SEN Help Directory in your own marketing, using any official “Verified on SEN Help” badge we may supply. The badge must be used unaltered and must be removed from all your materials within 14 days of termination.

Nothing in this Agreement transfers ownership of any pre-existing intellectual property between the Parties.

11. Data protection

11.1 Definitions. In this clause and in Schedule 1:

“Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, each as amended from time to time (including by the Data (Use and Access) Act 2025), and any successor legislation.

“Shared Data” means the personal data we pass to you in connection with an End User enquiry, including the End User’s name, email address, Local Authority area, the type of expert sought, the stated urgency and the short description of their situation, together with the fact of the enquiry itself.

11.2 Status of the Parties. Each Party is an independent controller of the personal data it processes under this Agreement. The Parties are not joint controllers, and neither Party processes personal data as the other’s processor.

11.3 Special category data. You acknowledge that Shared Data can reveal, by inference, that a child likely has special educational needs or a disability. In this context that is information concerning health, which is special category data under Article 9 of the UK GDPR, and you must treat all Shared Data accordingly.

11.4 Compliance. Each Party must comply with the Data Protection Legislation in respect of the personal data it processes under this Agreement. We process End User personal data as described in our Privacy Policy. You must comply with Schedule 1 (Data Sharing Schedule) in respect of all Shared Data. A breach of Schedule 1 is a material breach of this Agreement for the purposes of clause 15.2.

11.5 Breach notification. You must notify us at privacy@sen.help without undue delay, and in any event within 72 hours of becoming aware, of any personal data breach affecting Shared Data, providing reasonable detail and cooperation. This obligation does not replace or delay your own duties to the Information Commissioner or to affected individuals.

11.6 Survival. This clause and Schedule 1 survive termination of this Agreement for as long as either Party holds Shared Data.

12. Safeguarding

You acknowledge that your clients may include or concern children and vulnerable adults.

You must have, maintain, and follow a written safeguarding policy appropriate to your professional role. On request, you will supply a copy to us.

You must report any safeguarding concern arising from your work to the appropriate statutory authority without delay, in accordance with your professional duties. You must also notify us within 5 working days where the concern relates to or involves an End User introduced via the Platform, unless doing so would prejudice a live investigation or would breach a duty of confidentiality, legal professional privilege, or your regulator’s rules; in that case you should tell us that a concern has been raised, where you lawfully can, without the details.

Our Safeguarding Policy, published at sen.help, forms part of this Agreement.

13. Warranties and liabilities

13.1 Your warranties to us

You warrant and undertake that:

13.2 Our warranties to you

We will provide the Services with reasonable care and skill. We do not warrant that:

13.3 Limitation of liability

Nothing in this Agreement excludes or limits either Party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited. Subject to that, and subject to clause 13.4:

13.4 Your indemnity to us

You indemnify us and hold us harmless against all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) that we incur as a result of:

In each case the indemnity does not apply to the extent the loss is caused by our breach of this Agreement or our negligence, and it covers only losses reasonably incurred. We will notify you promptly of any claim for which we seek indemnity, we will not settle it without consulting you, and we will take reasonable steps to mitigate.

14. No endorsement, no referral, no employment

Inclusion in the Directory is a statement that you have met our Verification Requirements. It is not, and must not be represented as, an endorsement of the suitability of your services for any particular case, child, or family.

We do not refer End Users to specific professionals. We provide a searchable directory and may pass enquiries to you at the End User’s request or direction.

Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between us. You are an independent professional responsible for your own tax, National Insurance, and regulatory compliance.

15. Termination

15.1 Termination for convenience

Either Party may terminate this Agreement at any time for any reason:

15.2 Termination for cause

We may suspend your Listing or terminate this Agreement immediately, with written notice, where:

Before we terminate under this clause 15.2 we will give you written notice of the ground and the substance of the evidence, and at least 5 working days to respond, and we will take your response into account. This step does not apply, and we may terminate immediately, where a regulator has suspended or restricted you, where we reasonably consider there is an urgent safeguarding risk, or where delay would put End Users at risk; in those cases we will give you our reasons in writing within 5 working days after termination. We may suspend your Listing under clause 16 while these steps take place.

15.3 Consequences of termination

On termination:

16. Suspension

We may suspend your Listing pending investigation without prior notice where we receive or discover a credible complaint, regulatory notification, or safeguarding concern relating to you, including credible evidence of serious professional failings on work obtained through SEN Help (conduct your regulator would treat as serious misconduct). We will tell you in writing within 5 working days of suspension what has been alleged, so far as we lawfully can, give you at least 5 working days to respond, and take your response into account. We will lift the suspension if and when we are reasonably satisfied that continued listing is appropriate, and if the concern is not upheld we will credit the Subscription Fees for the period your Listing was suspended. We exercise our rights under this clause and clause 15.2 in good faith and on the evidence. While a suspension or removal stands, we will not state or imply the reason for it to any third party, beyond factual reports made in good faith to your regulator or to statutory agencies where clause 12 or the law requires.

17. Confidentiality

Each Party must keep confidential the other Party’s non-public business information received under this Agreement and use it only for the purpose of performing this Agreement.

Confidentiality obligations do not apply to information that is public through no breach of this Agreement, already known, required to be disclosed by law or regulator, or independently developed.

This clause continues for 3 years after termination.

18. Notices

Formal notices must be sent to hello@sen.help (to us) and to the email address on your Registration Form (to you). Notices sent by email are deemed received on the first working day after dispatch.

19. General

This Agreement, together with our Privacy Policy, Terms of Use, Refund Policy, and Safeguarding Policy, constitutes the entire agreement between the Parties and supersedes any prior understanding. If those documents conflict, this Agreement prevails. Nothing in this clause excludes or limits liability for fraudulent misrepresentation.

We may update this Agreement from time to time by giving you 30 days’ written notice. If you do not accept the update, you may terminate under clause 15.1. No update under this clause may increase the Founding Member rate, remove the founding-rate lock in clauses 3 and 7, or vary clause 7A or clause 7B to a Founding Member’s detriment; those may only be changed with your express written agreement.

If any provision is found to be invalid or unenforceable, it will be severed and the remainder will continue in force.

No failure or delay in enforcing a right is a waiver of that right.

Where this Agreement gives us a discretion or a judgement to make (including whether an enquiry is a genuine End User enquiry, whether evidence satisfies clause 5, and whether to suspend, remove, or terminate), we will exercise it honestly, in good faith, and on rational grounds, taking account of relevant considerations and ignoring irrelevant ones, and we will give you written reasons on request.

This Agreement does not create any right enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999.

You may not assign or transfer this Agreement without our written consent. We may assign or transfer to any successor to our business.

This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising from it.

Schedule 1: Data Sharing Schedule (controller to controller)

1. Purpose. This Schedule governs the sharing of Shared Data from us to you so that you can respond to an End User enquiry and, if instructed, provide your professional services. It is intended to operate as a data sharing arrangement of the kind described in the ICO Data Sharing Code of Practice.

2. Our obligations. We will share Shared Data only where the End User has given explicit consent on the Get Matched form at the point of submission; only with up to three verified Professionals covering the End User’s Local Authority; and limited to the fields listed in clause 11.1. We will take reasonable steps to ensure Shared Data is accurate at the point of sharing, and we will provide you with a copy of the relevant consent record on reasonable request. If the End User withdraws that consent before instructing you, we will tell you promptly. Data protection contact points under this Schedule are privacy@sen.help (for us) and the email address on your Registration Form, unless you give us a dedicated contact (for you).

3. Your lawful basis. For your initial response to the enquiry you may rely on the End User’s explicit consent captured on our form, which covers the share and initial contact by matched Professionals. For any processing beyond that initial response, you must identify and keep a written record of your own lawful basis under Article 6 of the UK GDPR and, because Shared Data is special category by inference, your own condition under Article 9. Illustrations, depending on profession: the client’s explicit consent obtained by you (Article 9(2)(a)); the health or social care condition where you provide care as or under the responsibility of a health or social work professional, or otherwise under a duty of confidentiality (Article 9(2)(h) and Article 9(3), with section 11 of, and paragraph 2 of Schedule 1 to, the Data Protection Act 2018); or the legal claims condition for legal work (Article 9(2)(f)). If we tell you the End User has withdrawn the consent on which the share was based, you must stop any processing that relies on it and delete the Shared Data, unless you have recorded another lawful basis and Article 9 condition under this paragraph, in which case you must tell us within 5 working days.

4. Transparency. At or before your first substantive contact with the End User, you must provide, or clearly link to, your own privacy notice meeting Articles 13 and 14 of the UK GDPR.

5. Purpose limitation. You may use Shared Data only to respond to the specific enquiry and, if instructed, to provide your services to that End User, consistent with clause 8 of the Agreement. You must not use Shared Data for marketing without the End User’s separate, express, freely given consent, and you must not sell it or disclose it for value.

6. Security. You must protect Shared Data with appropriate technical and organisational measures, including restricting access to those who need it, ensuring anyone given access is appropriately trained in its handling, storing it securely, and using strong authentication on any account or system that holds it.

7. Retention and deletion. If the End User does not instruct you, you must delete the Shared Data within 3 months of the enquiry, or sooner if they ask, except where law or your regulator requires retention. If the End User instructs you, your own retention rules apply and must be disclosed to them. On our written request following an End User complaint, you must confirm deletion or identify the lawful ground for continued retention within 10 working days.

8. Onward disclosure and transfers. You must not disclose Shared Data to any third party except: to the End User; to your own processors under Article 28 terms, for whom you remain fully responsible; where required by law or your regulator; or to statutory agencies for safeguarding purposes in accordance with clause 12. You must not transfer Shared Data outside the United Kingdom unless the transfer requirements of the Data Protection Legislation are satisfied.

9. Data subject rights and complaints. Each Party handles requests and complaints relating to the data it holds. Where a request or complaint spans both Parties, each must give the other reasonable assistance promptly, and in any event within 5 working days of a written request. You must tell us promptly about any End User complaint that concerns the Platform or the sharing itself.

10. Evidence of compliance. No more than once in any 12 month period, or at any time following an incident, complaint or regulatory enquiry, you must on reasonable notice provide written confirmation of your compliance with this Schedule, including a copy of your current privacy notice and the record kept under paragraph 3.

11. Safeguarding. Nothing in this Schedule prevents or delays a disclosure made in accordance with clause 12 (Safeguarding). If this Schedule and clause 12 conflict, clause 12 prevails.

12. Responsibility. Each Party is responsible for its own compliance with the Data Protection Legislation in respect of the personal data it controls. A breach of this Schedule is a material breach of the Agreement (clause 11.4).

13. Review. We will review the operation of this Schedule at least once every 12 months, and promptly after any personal data breach affecting Shared Data, any significant complaint, or any material change to what is shared or why. Changes to this Schedule take effect under clause 19 of the Agreement.

Acceptance

By submitting your Registration Form (and, unless you are a Founding Member joining before the Billing Start Date, paying your first Subscription Fee), you confirm that you have read, understood, and agreed to be bound by this Agreement.

For SEN Help:
Bupe Lumbeta, Director
Date: 18 July 2026

For the Professional:
Signed electronically on acceptance of the Registration Form.
Name: as on the Registration Form
Profession: as on the Registration Form
Date: the date of acceptance under clause 4

Amended 18 July 2026: founding cohort extended to 30 with a free build phase, a defined Billing Start Date and a founder leave of absence (clauses 7A and 7B); clause 19 founder lock extended accordingly. No Professional had been accepted under the prior version.