1. Definitions

"Platform" means the Placewell referral service available at placewell.care. "Provider" means the Ofsted-registered care organisation registering under this Agreement. "Introduction" means any enquiry, expression of interest or referral initiated by a Local Authority via the Platform relating to a vacancy listed by the Provider. "Placement" means a confirmed arrangement where a young person is placed in a Provider home following an Introduction.

2. Platform Fee

The Provider agrees to pay Placewell a fee equal to 5% of the first four (4) weeks' placement fees for each Placement arising from an Introduction made via the Platform. Where a Local Authority invoices on a weekly rather than four-weekly basis, the fee shall be calculated as 5% of four times the agreed weekly rate. The fee becomes due 14 days after the confirmed placement start date (the "Settling Period"). Placewell will issue an invoice to the Provider following expiry of the Settling Period.

3. Tail Period

A Platform fee is payable in respect of any Placement confirmed within 90 days of an Introduction, regardless of whether the final placement agreement was concluded on or off the Platform. This provision exists to protect the integrity of the referral service and prevent circumvention of Platform fees.

4. Payment Terms

Invoices are payable within 28 days of issue. Placewell reserves the right to charge interest on overdue invoices at 8% per annum above the Bank of England base rate. Payment shall be collected via the payment method provided at registration. Failure to maintain valid payment details may result in suspension of the Provider's Platform listing.

5. Broken Placements

Where a Placement breaks down within the Settling Period (14 days from start), the Provider may apply to Placewell for a pro-rated reduction of the fee. Such applications must be submitted in writing within 7 days of the placement ending. Placewell's decision shall be final. No fee reduction applies to placements ending after the Settling Period.

6. Platform Listing & Suspension

Placewell reserves the right to suspend or remove a Provider's listing where: (a) any invoice remains unpaid beyond 56 days of the due date; (b) an Ofsted inspection results in an Inadequate rating; (c) the Provider's Ofsted registration is suspended or cancelled; or (d) the Provider is found to have materially misrepresented any information on the Platform.

7. Vacancy Freshness

Providers are required to update their vacancy listings at least every 14 days. Vacancies not updated within this period will be de-prioritised in Local Authority search results. Vacancy listings must accurately reflect current availability. Providers must remove listings promptly when vacancies are filled.

8. Data Protection

Both parties shall comply with the UK GDPR and the Data Protection Act 2018. The Provider acknowledges that young person referral data is highly sensitive special category data and must be handled in accordance with the Provider's own data protection policies. Placewell shall not share identifiable young person data with any third party without prior written consent.

9. Limitation of Liability

Placewell's liability to the Provider under this Agreement shall not exceed the total fees paid by the Provider to Placewell in the 12 months preceding the claim. Placewell makes no warranty that the Platform will be available at all times and shall not be liable for any loss arising from Platform downtime.

10. Governing Law

This Agreement is governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.