Please read

Pay particular attention to clause 13 (Our Responsibility for Loss or Damage Suffered By You). It sets out the limitations on our liability.

Contents

1. About us

We are CareCentre.io Ltd, a private limited company registered in England and Wales with company number 16689189 and our registered office at 128 City Road, London, United Kingdom, EC1V 2NX. References to “we”, “us”, or “our” mean CareCentre.io Ltd, together with our employees, agents, or subcontractors acting for us.

2. Interpretation

Applicable Laws: All laws, rules, and regulations in force at any given time.
API: Any application programming interface made available by us to access the Services.
Authorised Users: Individuals you permit — such as staff, contractors, or agents — to use the Services under your account.
Business Day: A weekday other than a Saturday, Sunday, or UK public holiday when banks in London are open.
Commencement Date: The date your Order is accepted under clause 3.
Conditions: These Terms, as may be amended in line with clauses 3.5 and 20.
Confidential Information: Information not generally available to the public, which relates to either party's business, clients, or operations, and is either marked confidential or reasonably understood to be confidential.
Contract: The agreement between you and us that governs the provision of Services.
Data Protection Legislation: The UK GDPR, Data Protection Act 2018, and any updates or replacement laws.
Initial Order: The first Order you place that we accept.
Intellectual Property Rights: All rights in patents, copyrights, trademarks, design rights, databases, confidential information, and related protections worldwide, registered or unregistered.
Order: Your purchase of Services via the Website or other accepted order form.
Personal Data: Any information identifying or capable of identifying an individual.
Services: The modules or features we supply as described in the Specification (e.g., rota scheduling, time & attendance, HR tools, surveys, communications, etc.).
Specification: The scope of Services, including limits and permitted users, as set out in your Order.
Subscription Term: Each monthly period of access to the Services, renewing automatically unless terminated in accordance with clause 14.
Usual Business Hours: 09:00–17:00 UK time on Business Days.
Website: The Carecentre application at https://app.carecentre.io (or any replacement notified to you).
You / your: The person or organisation purchasing the Services.

3. Basis of contract

3.1 Placing an Order amounts to your offer to purchase the Services subject to these Conditions.

3.2 We accept your Order when we send written confirmation or start providing Services, whichever occurs first.

3.3 These Conditions override any other terms you attempt to impose.

3.4 Unless otherwise agreed in writing, these Conditions apply to all future Orders.

3.5 We may revise these Conditions periodically. Updated versions will appear on our Website, and significant changes will be notified at least 7 days before taking effect.

4. Term

4.1 The Contract begins on the Commencement Date and continues on a monthly rolling basis unless ended in accordance with clause 14.

4.2 Either party may terminate the Contract by giving at least 30 days' written notice, effective at the end of a calendar month.

5. Provision of services

5.1 Subject to these Conditions, we will provide the Services described in the Specification.

5.2 The Services may only be used by you and your Authorised Users.

5.3 While we strive for constant availability, we do not guarantee uninterrupted access. We may restrict or suspend the Services for operational, legal, or security reasons, and will give reasonable notice where possible.

5.4 Routine maintenance will normally take place outside of Usual Business Hours, but occasionally it may be necessary during those hours. We will minimise disruption wherever possible.

6. Adjustments to services

6.1 After the first calendar month of your Subscription Term, you may ask us to adjust the scope of Services by contacting us via the Website or in writing.

6.2 We will review the request and confirm in writing whether we accept it, along with any resulting changes to the Specification and fees.

6.3 We may alter the Specification where required by law, to improve functionality or security, or for operational efficiency, provided such changes do not materially reduce the quality of the Services.

6.4 Where a change significantly affects the Services, you may either accept the amended Specification or cancel the Contract under clause 14.

7. Fees

7.1 Fees are calculated on a per-bed-per-month basis, as confirmed in your Order. All fees are exclusive of VAT or similar taxes.

7.2 Fees may change if you request and we accept adjustments under clause 6.1, applied pro-rata from the change date.

7.3 We may increase fees at any time by giving you at least 30 days' written notice. The new fees will apply from the date specified in the notice. If you do not agree to the increase, you may terminate under clause 14.

7.4 Where we introduce new features, modules, or add-ons to the Services, these may be subject to additional fees. We will notify you of any such fees before they apply, and you are not obliged to use new features.

7.5 If, in our judgment, providing the Services becomes commercially impractical, we may terminate on notice.

8. Payment terms

8.1 You must pay fees in advance before gaining access to the Services.

8.2 For automatically renewing subscriptions, invoices will be issued in advance unless specified otherwise.

8.3 Unless otherwise agreed, invoices are payable immediately and in full within 30 days.

8.4 We may suspend your access if payment remains overdue.

8.5 Interest will be charged on late payments at 5% per annum above HSBC Bank plc's base rate, calculated daily.

8.6 Fees for the current monthly period remain payable even if the Contract is terminated partway through. No refunds will be issued for unused portions of a monthly period unless agreed otherwise in writing.

9. Proper use of services

9.1 You agree to:

Work with us in good faith to enable delivery of the Services;
Provide accurate information when requested;
Maintain control over Authorised User account allocation;
Take reasonable steps to prevent misuse or unauthorised access;
Inform us promptly if login details are compromised.

9.2 If we believe unauthorised use is occurring, we may suspend or terminate access and will inform you.

9.3 Excessive or abusive use of the API may result in restrictions or suspension.

9.4 If we reasonably consider you to be in breach of these Conditions, we may suspend or end the Services.

10. Intellectual property rights

10.1 All rights in the Services and related materials are owned by us or our licensors.

10.2 We grant you a non-transferable, non-exclusive licence to use the Services internally for your business purposes during the Contract.

10.3 You grant us a limited licence to use any materials or intellectual property you provide solely to deliver the Services.

10.4 Third-party rights incorporated into the Services may only be used subject to the relevant licences.

10.5 You must ensure only Authorised Users access the Services via secure logins.

10.6 Any suspected infringement must be reported to us immediately; we may suspend access while investigating.

11. Data protection

11.1 Both parties will comply with applicable data protection law.

11.2 We act as Controller for Personal Data you provide directly (e.g., billing contacts) and as Processor for Personal Data you input about Authorised Users or others.

11.3 You must ensure you have a lawful basis and appropriate notices to share Personal Data with us.

11.4 As Processor, we will:

Only act on your instructions unless required by law;
Apply appropriate technical and organisational measures;
Restrict access to personnel bound by confidentiality;
Notify you promptly of any Personal Data Breach;
Provide reasonable assistance with regulatory and data subject obligations;
Delete or return Personal Data at contract end unless retention is legally required;
Maintain records of processing;
Use sub-processors only under equivalent protective terms.

11.5 You consent to our use of sub-processors, including those outside the UK/EEA, provided safeguards (such as adequacy decisions or SCCs) are in place.

11.6 If legal changes make compliance impossible without altering processing, the parties will attempt to adapt. If not resolved within 60 days, either party may terminate with 20 Business Days' notice.

12. Use of artificial intelligence

12.1 Certain features of the Services use artificial intelligence (“AI”) to assist you and your Authorised Users. These currently include: (a) generating summary reports and insights from survey responses; and (b) suggesting improvements to written comments when completing surveys or reviews.

12.2 AI features process data that you and your Authorised Users submit — such as survey responses, written comments, and review text — solely for the purpose of delivering the relevant feature. Processing occurs in real time and outputs are returned to you within the Services.

12.3 AI-generated outputs, including reports, summaries, and suggested text improvements, are provided as assistance only. You and your Authorised Users are responsible for reviewing, editing, and approving any AI-generated content before relying on it or sharing it further.

12.4 We do not use your data, survey responses, or any content submitted by your Authorised Users to train, fine-tune, or improve AI models. Data processing is limited strictly to delivering the requested feature output.

12.5 AI features are powered by Anthropic's Claude Sonnet model, accessed via Amazon Web Services (AWS) Bedrock. AWS acts as a sub-processor, and Anthropic does not receive or retain your data. These providers are subject to the same data protection safeguards described in clause 11, including appropriate contractual terms and, where applicable, international transfer mechanisms.

12.6 Where the platform provides the option, you or your Authorised Users may choose not to use AI-assisted features. Opting out will not affect access to the core functionality of the Services.

13. Our responsibility for loss or damage suffered by you

13.1 Nothing excludes liability for death, personal injury, or fraud, or any liability that cannot legally be excluded.

13.2 Implied statutory terms are excluded to the maximum extent permitted by law.

13.3 Subject to clause 13.1, we are not liable for: lost profits, sales, contracts, savings, data, goodwill, or indirect/consequential losses.

13.4 Our total liability in any 12-month period is capped at the total fees you paid to us in that period.

13.5 Claims must be notified in writing within 6 months of the event (or when reasonably discoverable) with sufficient details and an estimate of loss.

14. Termination

14.1 Either party may terminate the Contract by giving at least 30 days' written notice, effective at the end of a calendar month.

14.2 You may also cancel by notifying us via email at support@carecentre.io or through our live chat support, subject to the same 30-day notice period.

14.3 Either party may terminate immediately if the other:

Commits a serious breach and fails to remedy within 14 days;
Becomes insolvent, enters administration, or similar proceedings;
Ceases trading or threatens to do so;
Undergoes a change in control (we may end in this case).

14.4 On termination, unless you request data within 10 days and settle all fees, we may delete your data. Reasonable costs may be charged for data export.

15. Events beyond our control

15.1 Neither party is liable for delays or failures caused by circumstances outside reasonable control.

15.2 Affected obligations will be suspended for the event's duration, and both parties will try to resume performance promptly.

15.3 If the event continues for over 30 days, you may terminate, and we will refund any prepaid amounts for unused Services, less reasonable costs incurred.

16. Communication and notices

16.1 “In writing” includes email.

16.2 Notices must be addressed to the registered office (or notified address) and sent by hand, post, courier, or email.

16.3 Notices are deemed received: immediately if delivered by hand; at 09:00 on the second Business Day after posting; or one Business Day after sending by email.

17. Assignment of rights

17.1 We may transfer or subcontract our rights and obligations provided this does not materially disadvantage you. We will notify you if this occurs.

17.2 You may not assign or transfer your rights or obligations without our written consent.

18. Confidentiality

18.1 Each party must keep the other's Confidential Information private for 5 years after Contract end.

18.2 Disclosure is permitted to personnel, advisers, or subcontractors who need to know and are bound by confidentiality, or as required by law or regulators.

18.3 Confidential Information may only be used for fulfilling obligations under the Contract.

19. Third party rights

The Contract is solely between you and us. No other party has rights to enforce it.

20. Variations to these terms

We may amend these Conditions at any time. For material changes, we will use reasonable efforts to give advance notice.

21. Waiver

Delay or failure to enforce a right does not mean it is waived. Any waiver must be in writing and applies only to that situation.

22. Severability

If any provision is found invalid or unenforceable, the remaining provisions will remain in effect.

23. Governing law and jurisdiction

These Terms are governed by English law. Disputes will be resolved exclusively by the courts of England and Wales.

Contact

If you have any questions about these Terms & Conditions, please contact info@carecentre.io.

Carecentre · 128 City Road, London EC1V 2NX · Company no. 16689189.