1.1 Company details. Autistica (company number 05184164) (Autistica, we and us) is a company limited by guarantee registered in England and Wales and our registered office is at Suite B, 6 Honduras Street, London, United Kingdom, EC1Y 0TH. Our main trading address is Suite B, 6 Honduras Street, London, United Kingdom, EC1Y 0TH. We operate the website https://www.autistica.org.uk/.

1.2 Contacting us. To contact us, email us at corporate@autistica.org.uk. How to give us formal notice of any matter under the Contract is set out in clause 13.2.

1.3 Our regulator. We are authorised and regulated by the Charity Commission and the Fundraising Regulator. Our charity registration number is 1107350.

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

3.1 Registration and payment to take part in NDEI®. Please follow the onscreen prompts to pay our charges (the Charges) in accordance with this clause 3 to register to take part in NDEI®. You may only make payment to register to take part in NDEI® via (i) the online payment page sent by us to you (the Payment Page) or (ii) any other payment method determined by us in our sole discretion. Your registration and payment are an offer by you to buy the Services (as defined in clause 4.1) subject to these Terms.

3.2 Charges. (a) The Charges are the prices quoted on the Payment Page at the time you make payment. We take all reasonable care to ensure that the prices on the Payment Page are correct at the time when the relevant information was entered into the system.(b) Our Charges are exclusive of VAT.(c) You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

3.3 Acknowledging receipt of your payment. After you make payment, you will receive an email from us acknowledging that we have received your payment, but please note that this does not mean that your registration has been accepted. Our acceptance of your registration will take place as described in clause 3.4.

3.4 Accepting your registration. Our acceptance of your registration takes place when we send an email to you to accept it (Registration Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence.

3.5 If we cannot accept your registration. If we are unable to provide you with the Services for any reason, we will inform you of this by email and we will refund you for the full amount paid by you.

4.1 Services. In consideration for the Charges, we shall provide you with the following services (the Services):

(a) Access to our NDEI® platform within three business days of the Commencement Date;

(b) If you pay the Charges on or before 17 October 2025, access to the NDEI® 2025 survey function on our NDEI® platform within three business days of the Commencement Date until 31 October 2025; and

(c) If you provide us with the relevant information and materials required by us by no later than 31 October 2025 pursuant to clause 5.1(b), a customised report assessing how neuroinclusive your organisation is based on responses provided by you to us through the NDEI® 2025 survey function on our NDEI® platform (the Report).

4.2 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.

4.3 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

5.1 It is your responsibility to ensure that:(a) you cooperate with us in all matters relating to the Services;(b) you provide us with such information and materials we may reasonably require in order to supply the Services (including, but not limited to, employee survey responses and other information required to be provided as specified on the NDEI® platform) by no later than 31 October 2025, and ensure that such information is complete and accurate in all material respects; and(c) you comply with all applicable laws.

5.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause

5.1 (Your Default):(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances, Your Default may entitle us to terminatethe Contract under clause 11 (Termination); (b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

6.1 Unfortunately, we are unable to provide the Services to:

(i) companies located or registered outside the UK, and
(ii) companies with fewer than five employees.

7.1 Intellectual Property Rights shall mean any and all intellectual property rights (including contractual waivers of moral rights) available under patent, utility model, copyright, trade mark, service mark, rights in logo, rights in get-up and trade dress, trade name, product configuration, industrial design, rights in computer software, business names and domain names, rights in goodwill, database rights and other rights in compilations of data, or trade secret law or any other statutory provision or common law doctrine with respect to designs, formulas, algorithms, procedures, methods, techniques, ideas, know how, programs, subroutines, tools, inventions, creations, improvements, works of authorship, other similar materials, and all recordings, graphs, drawings, reports, analyses, other writings, and any other embodiment of the foregoing, in any form, whether or not specifically listed herein, which may subsist in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term.

7.2 Nothing in this Contract shall:(a) transfer ownership of any Intellectual Property Rights belonging to you or us or your or our licensors prior to the Commencement Date, or any Intellectual Property Rights in items independently developed otherwise than under this Contract; or(b) prevent us from re-using (including for other customers) any general methodologies, concepts or know-how developed in performing the Services.

7.3 You hereby agree and acknowledge that we shall be the owner of any and all right, title and interest in and to all ideas, inventions, works of authorship, work product, materials, and any other deliverables (including, but not limited to, the Report) conceived, made, developed, reduced to practice, or worked on by us in the course of providing the Services to you, as well as any and all patent, copyright, trademark, trade secret and other Intellectual Property Rights contained therein, whether now known or hereafter recognised in any jurisdiction (collectively, “Work Product”). We hereby grant you a non-transferable, non-sublicensable, non-exclusive, royalty-free, worldwide licence to use (but not to copy or modify) the Work Product for the purposes of receiving and using the Services and such Work Product in your business.

7.4 You or your licensors, as applicable, retain ownership of all Intellectual Property Rights in all data, information, documents, items and materials provided by or on behalf of the you to us in connection with the Services (“Your Data and Materials”). You hereby grant us a non-exclusive, royalty-free, worldwide licence, with the right to sub-license to our affiliates and subcontractors, to use (including to copy and modify) Your Data and Materials for the purpose of providing the Services and fulfilling its other obligations under this Agreement.

7.5 We or our licensors, as applicable, retain ownership of all Intellectual Property Rights in the Services and any Work Product (including, but not limited to, the Report) (excluding any of Your Data and Materials contained within the same).7.6 You may only publicise the findings of the Report in accordance with our communications guidelines, as notified by us to you from time to time.

8.1 Any personal data (as defined in Data Privacy Laws) uploaded to the NDEI® platform (“NDEI® Data”) will be processed in compliance with relevant UK data protection laws, including: (i) The Data Protection Act 2018 (the “DPA”); (ii) UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the DPA; and (iii) The Privacy and Electronic Communications (EC Directive) Regulations 2003; and (v) any amendments orre-enactments of the foregoing (together “Data Privacy Laws”). We each agree that we are an independent data controller in respect of NDEI® Data and shall:

(a) comply with applicable Data Privacy Laws when processing NDEI® Data, including only processing NDEI® Data for the purposes of the NDEI® and the Report as further set out in our NDEI® data protection statement; and

(b) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purpose of processing.

9.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.2 Subject to clause 9.1, we will not be liable to you, whether in contract, tort (includingnegligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:(a) loss of profits;(b) loss of sales or business;(c) loss of agreements or contracts;(d) loss of anticipated savings;(e) loss of use or corruption of software, data or information;(f) loss of or damage to goodwill; and(g) any indirect or consequential loss.

9.3 Subject to clause 9.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the amount of the total Charges paid under the Contract.

9.4 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

9.5 This clause 9 will survive the termination of the Contract.

10.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause

10.2. You acknowledge and agree that the Report and the NDEI® platform will contain anonymised employee survey responses and that such information shall not constitute confidential information under this Agreement.

10.2 We each may disclose the other's confidential information:(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 10; and(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

11.1 Termination. Without limiting any of our other rights, we may suspend the performanceof the Services, or terminate the Contract with immediate effect by giving written notice to you:

(a) if you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;

(b) if you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, inconnection with any analogous procedure in the relevant jurisdiction;

(c) if you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;

(d) if your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; or(e) for any other reason at our sole discretion.

11.2 Consequences of termination(a) If we terminate the Contract pursuant to clauses 11.1(a) to 11.1(d), you will not be entitled to a refund of the Charges you have paid.(b) If we terminate the Contract pursuant to clause 11.1(e), we will refund you the Charges you have paid in full.

11.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

12.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:(a) we will contact you as soon as reasonably possible to notify you; and(b) our obligations under the Contract will be suspended and the time forperformance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

12.3 You may cancel the Contract affected by an Event Outside Our Control which hascontinued for more than 30 days. To cancel, please contact us. If you opt to cancel we will refund the Charges you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

13.1 When we refer to "in writing" in these Terms, this includes email.

13.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.

13.3 A notice or other communication is deemed to have been received:(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or(c) if sent by email, at 9.00 am the next working day after transmission.

13.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

13.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

14.1 Assignment and transfer(a) We may assign or transfer our rights and obligations under the Contract to another entity.(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

14.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

14.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

14.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

14.5 Third-party rights. The Contract is between you and us. No other person has any right to enforce any of its terms.

14.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.