Terms and Privacy

Terms of supply by Freedom to Speak Limited, a company registered in England with registered number 13636975 and registered office at 20 Pinewoods, Gilgarran, Workington, United Kingdom, CA14 4RE (the “Provider” or “We”) and clients (herein “Client” or “You”)                         ].

The Agreement between Us and You comprises:

• Part 1 - Specific Terms
• Part 2 - General Terms
• Part 3 - Operating Procedures.

Part 1: Freedom to Speak Limited Specific Terms

These Specific Terms should be read in conjunction with Part 2: General Terms and Part 3: Operating Procedures.

• We provide the following (the “Service):
• Freedom to Speak Up Guardian (“Guardian”) available for contact by your staff. Included in the price is up to the number of hours set out below “Available Hours per Quarter”.
• An online reporting system.
• Periodic Reporting: We will provide you with the reports set out in the Operating Procedures.
• An annual survey to use and check how your staff feel you are operating.
• Term: 1 Year from the start date subject to renewal.
• Contract renews for a new 1 year period if neither party has given 30 days’ notice of termination prior to end of Term.
• Start Date: .  If this is left blank this shall be the date of invoice.
• Annual Fee: £1,800 per year plus VAT, payable annually in advance (“Fees”). On any renewal Fees may be increased by 3% or RPI increase over the last 12 months if greater.
• Available Hours per Quarter: The Service covers using our Guardian for up to 12 hours per quarter. Unused hours cannot be carried forward.
• If we feel you are likely to go over the Available Hours in any quarter, We will let you know and you can purchase Additional Hours.
• Additional Hours will be payable at £45 per hour (plus VAT) (also “Fees”) or other Fee notified by Us to You from time to time.
• Availability of Service: 8:00 – 20:00 on business days:
• Client Nominated Contact details:
  • Contact:
  • Tel:
  • Email:

Part 2: Freedom to Speak Limited General Terms

These General Terms should be read in conjunction with Part 1: Specific Terms and Part 3: Operating Procedures.

Terms of supply by Freedom to Speak Limited, a company registered in England with registered number 13636975 and registered office at 20 Pinewoods, Gilgarran, Workington, United Kingdom, CA14 4RE (the “Provider” or “We”) to its clients (herein “Client”).

1. Provision of the Service

1.1            Provider will provide Service to Client during the Term. 

1.2            There will be one primary Guardian but we may substitute someone of equivalent experience from time to time.

1.3            We will ensure that the Guardian is appropriately trained and under a duty of confidentiality.

2. Promotion of the Service

2.1            You will take reasonable steps to include the availability and purpose of the Guardian in your processes and procedures.

2.2            You will take reasonable steps to promote the availability of the Guardian to your staff, including what they can be contacted for and how to contact them.

3. Publicity of the Service

3.1            You will be responsible for publicising the Service and the Guardian.  We will help provide templates for publicity materials to help you publicise the Service to your staff.  We will discuss with You in periodic catch-up calls (or meetings) how you are publicising the Service and how we can help. 

3.2            If we believe you are not taking reasonable steps to publicise the Service to your staff, we will first let you know but we reserve the right to terminate this Agreement on notice if you fail to sort this out.  We do not have to make a refund on any such termination. 

4. Term

4.1            Either party may terminate this Agreement if:

(a)             the other party commits a material irremediable breach, or where such breach is remediable, fails to remedy such breach within 30 days of notice;

(b)             the other party takes any step in connection with entering administration, liquidation, arrangement with its creditors (other than a solvent restructuring), being wound up or ceasing to trade;

(c)             the other party ceases to trade or carry on its business.

4.2            Upon termination (a) any right to use the Service will cease; (b) each party will if requested destroy all confidential information of the other; (c) We will have no further obligation to provide the Service; (d) Client will pay Provider any amounts due; (e) there will be no right for a refund of any Fees paid.

5. Fees

5.1            Client will pay Provider the Fees and any amounts due within thirty days of invoice.  Client will pay any relevant taxes (such as sales taxes and VAT).

5.2            If You sign up for a monthly or yearly term, the Agreement will automatically renew, and We will be entitled to rebill you at the completion of any period for the next such period unless you notify Us of your intention to terminate at least 30 days before the end of the Term.

6. Working With Partners

6.1            Provider works with its partner, WorkInConfidence to provide the online reporting option and staff and stakeholder surveys.   These are subject to WorkInConfidence's terms of service you can see here:

• https://www.workinconfidence.com/terms-conditions/
• https://www.workinconfidence.com/organisation-master-agreement/
• https://www.workinconfidence.com/joint-controllers-agreement/

6.2            WorkInConfidence is a separate legal entity and We shall not be responsible for its actions and it shall not be responsible for our actions.

7. Confidentiality

7.1            Each party will take all appropriate steps to keep confidential information of the other confidential.  “Confidential Information” is information designated as confidential or which would reasonably be considered to be confidential.

7.2            The parties shall not disclose to any third party any Confidential Information, nor use the Confidential Information for any purpose other than to perform obligations under this Agreement or as contemplated under it.

7.3            The confidentiality obligations above do not apply to information which (a) is already in the public domain, (b) comes into the public domain by means other than an action or omission by the relevant party, (c) a party can show was separately known to them or independently developed by them not using any of the Confidential Information, or (d) is required to be disclosed by applicable law, court order or regulatory body.

7.4            The confidentiality obligations shall apply during the term and for 5 years after expiration of this Agreement.

8. Limitation of Liability

8.1            To the extent permitted by law (a) Provider, its directors, employees, agents and Guardians shall not be liable for any amount exceeding the amount the Client paid to Provider hereunder, (b) Provider its affiliates, directors, officers, employees, Guardians and agents shall not be liable for any indirect, special, consequential or exemplary loss or damages.

8.2            Nothing in this Agreement shall limit or exclude our liability for death or personal injury caused by Our negligence, for fraud or for any other liability which cannot be excluded under English law.

9. Miscellaneous

9.1            This Agreement, and any rights granted hereunder, may not be transferred or assigned by You.  We may assign it provided suitable arrangements are put in place to ensure delivery of our obligations.

9.2            Notices hereunder shall be in writing (including email) and sent to the registered office of the relevant party, or other notified address. Notice shall be deemed received two days after the date of posting.

9.3            This Agreement is governed by English law and subject to the jurisdiction of the English Courts.

9.4            No agency, partnership or joint venture relationship is intended or created by this Agreement. 

 Operating Procedures

These Operating Procedures should be read in conjunction with Part 1: General Terms and Part 2: Specific Terms.

The Guardian Freedom to Speak Up is designed to provide staff with an alternate route to speaking up. Staff can access help and support by speaking to a qualified FTSU Guardian who is independent from the organisation and who can provide impartial advice and support whilst protecting the identity of those speaking up if necessary.   

1. Relationship Between Freedom to Speak Limited And The Client

1.1            Freedom to Speak Limited will provide a Freedom to Speak Up Guardian (Guardian) for Your organisation to act as contact and advisor to Your staff on speaking up matters where they feel they need an alternative contact.

1.2            We will provide oversight of investigations to ensure they are timely, fair, thorough and suitably independent.

1.3            We will provide challenge if the investigation or process is not to the correct standard and not in line with appropriate policies.

1.4            In handling cases we will used methodology learned and practiced during Freedom to Speak Up training in major health providers.

2. How Freedom to Speak Limited and the Guardian Interface with You

2.1            Freedom to Speak Limited and the Guardian require access to a senior contact in your organisation with responsibility for speaking up (Nominated Contact).  This will usually be the Lead Director if you have one or a named Director or Partner.   Depending on the size of your organisation, contacts in HR, Practice Administration, Safeguarding Lead, Medical Director or Chief Nurse may be appropriate.

2.1            You will take all reasonable steps to provide Us with access to the appropriate members of Your team which We may reasonably require under clause 2.1 to fulfil our obligations hereunder.

3. What Information Will the Guardian (or Freedom to Speak Limited) Provide to You?

3.1            At event time.  The details of the concern (where needed, redacted to protect the identity of the raiser).  We would then ask for the point of contact details. We would discuss terms of reference. Not all cases need a full investigation. We could agree on this with the person raising the matter.

3.2            After the event. The Guardian would give an opinion on the investigation to the appropriate Director in your organisation.  If the Guardian believes the concern has been dealt with properly, they will discuss the feedback to be given to the concern raiser. If the Guardian believes the concern has not been handled properly, they would discuss this further with the appropriate contact in the organisation.

3.3            Under no circumstances will We or the Guardian be required to disclose the name or details of a person raising a concern if they do not wish to be identified.  Neither will We or the Guardian be required to disclose information which could lead to a person being identified where they do not wish to be identified.   This provision shall take precedence over paragraphs 3.1 and 3.2 above. 

4. Relationship Between Freedom To Speak Limited, the Guardian and the Individual Concern Raiser?

4.1            The Guardian acts as an independent and impartial source of advice and support for any of Your staff members in raising their concern. This can include signposting internal processes and people within Your organisation if appropriate.

4.2            The Guardian will discuss protecting the anonymity of the concern raiser where necessary. The Guardian will agree the details of the concern, get the expectations from the concern raiser and manage these, set a feedback interval, then report the findings at the end.  The Guardian will then seek feedback from the individual on the process.

5. What Is the Follow Up Post Event from Freedom to Speak Limited / The Guardian and The Concern Raiser and You?

With the Organisation: The Guardian will see if the investigation is of a good enough standard, look at learning opportunities with the organisation.

With the concern raiser.  The Guardian will see if they are satisfied with the outcome and provide feedback.

6. What Happens if the Concern Raiser is Not Happy with The Outcome?

6.1            The Guardian would discuss the expectations of the Concern Raiser.  As long as the Guardian is satisfied that the organisation listened, that the process was in line with best practice and proportionate, then that should be the end of the matter.

6.2            The Concern Raiser always has the right to go to an appropriate external agency if not satisfied. The Nominated Guardian would if requested advise the concern raiser on the best agency to go to.

7. Reports

The Guardian will provide You with the following reports during the period of the Contract:

• Quarterly Case Update: Number open of cases, themes, number still open, number reported externally.
• Same as above, but in an annual report type document.

8. External Contacts

8.1            Where reasonably practicable, the Guardian will seek to help matters be dealt with within Your organisation.  However, if We, or the Guardian, reasonably believe that the matter needs raising with a third-party organisation (for instance because of patient or staff safety) then We/the Guardian shall be entitled to do so.  Such organisation could for instance be the CQC or governing body for your organisation.

8.2            Acting in accordance with the provisions of paragraph 8.1 shall not expose Us/the Guardian to any liability in the absence of a manifestly incorrect decision.

V.1.0 1 November 2021