TERMS AND CONDITIONS

Welcome to SupportManager. We are SupportManager Ltd, a company incorporated in England and Wales with Company Number 16491760 and registered office address of 151 Corporation Road, Weymouth, Dorset, United Kingdom, DT4 0LQ ('SupportManager', 'we', 'our' or 'us'). We provide SupportManager, a cloud-based, care management software platform for personal assistants (Platform).

These terms and conditions (Terms) govern your access to the Platform and us providing you any other services as set out in these Terms. You can view the most updated version of our Terms at https://support-manager.co.uk/ (Website). Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us via the Billing Portal that you want to cancel your Subscription in accordance with clause 14. Please ensure you contact us if you want to cancel your Subscription.

READING AND ACCEPTING THESE TERMS

(a) In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

(b) By clicking the tick box below or clicking the "I accept these Terms" button on our Website, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring a Subscription or the company you represent and are acquiring the Subscription on behalf of ('you', 'your', or the 'User' or 'Client') and us.

(c) We may change these Terms at any time by notifying you, and your continued use of the Platform following such an update will represent an agreement by you to be bound by the Terms as amended.

(d) Nothing in these Terms limits any consumer rights that cannot lawfully be excluded.

ELIGIBILITY

(a) By accepting these Terms, you represent and warrant that:

(i) you have the legal capacity and authority to enter into a binding contract with us; and

(ii) you are authorised to use the payment method you provided when purchasing a Subscription.

(b) The Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. Subject to clause 2(d), by using the Platform, you represent and warrant that you are either:

(i) over the age of 18 years and accessing the Platform for your personal and commercial use; or

(ii) accessing the Platform on behalf of someone under the age of 18 years old and consent to that person's use of the Platform.

(c) Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian's consent or if you have previously been suspended or prohibited from using the Platform.

(d) Notwithstanding, individuals aged 16 or 17 may access and use the Platform without parental or guardian consent strictly where:

(i) they are lawfully employed as a personal assistant or worker by a Client; and

(ii) their access to the Platform is solely for purposes connected with that employment.

(e) By accessing or using the Platform as a 16 or 17 year old, the individual warrants that:

(i) they are lawfully employed;

(ii) they have the legal capacity to enter into these Terms in connection with that employment; and

(iii) they will use the Platform only for employment-related purposes.

(f) Individuals under the age of 18 must not create a Client account and must not use the Platform for any non-employment, personal or domestic purpose.

(g) We reserve the right to suspend or terminate access where we reasonably believe these age requirements are not met.

(h) If you are signing up not as an individual but on behalf of a company, your employer, an organisation, government or other legal entity (Represented Entity), then "you" or "your" means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Platform on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

DURATION OF YOUR SUBSCRIPTION

(a) Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 14.

(b) Subject to clause 3(c), upon expiration of the Subscription Period, this agreement will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period (Renewal Period).

(c) This agreement will not automatically renew on expiry of the Subscription or Renewal Period (Renewal Date), if you cancel your Subscription through the billing management portal made available through the Platform (Billing Portal) no later than twenty-four (24) hours before the Renewal Date. The Renewal Date is the date and time shown in the Billing Portal (or, if not shown, the renewal date and time recorded by our Online Payment Partner).

(d) We may, at our sole discretion, elect to not renew your Subscription by giving you thirty (30) days written notice before a Renewal Date, in which case your Subscription will expire on the Renewal Date.

THE PLATFORM

SCOPE OF YOUR SUBSCRIPTION AND THE PLATFORM

(a) We will provide you access to and use of the Platform.

(b) Your Subscription includes the benefits and limitations of the Platform as set out in these Terms, on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).

ACCOUNTS

(a) (Accounts) To use the Platform, you may be required to sign-up, register and receive an account through the Website (an Account). Each account on the Platform is created and administered by an Account Holder, who establishes a dedicated tenant environment and enters into these Terms with us (Account Holder).

(b) (Account Holders) The Account Holder is responsible for:

(i) the accuracy, completeness and lawfulness of all data uploaded to or processed through the Tenant;

(ii) holding the applicable subscription and paying all Fees;

(iii) determining which individuals are granted access to the Tenant and the level of access assigned to them; and

(iv) acting as data controller in respect of all personal data processed within the Tenant, save where we act as controller in our own right as expressly stated in these Terms.

(c) (Invited Users) The Account Holder may invite other individuals to access the Tenant as Invited Users, including employees, personal assistants, family members or contractors (Invited Users). Invited Users:

(i) are granted access solely to the specific Tenant to which they are invited;

(ii) may access and use the Platform only in accordance with the permissions assigned to them by the Account Holder;

(iii) do not hold a subscription and do not enter into a separate contractual relationship with us; and

(iv) must comply with these Terms and any applicable policies as a condition of their access.

(d) The Account Holder remains fully responsible and liable for all acts and omissions of Invited Users in connection with the Tenant, as if such acts and omissions were their own.

(e) We may rely on any instructions, permissions or actions taken by an Invited User as having been authorised by the Account Holder.

(f) (Provide Information) As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, a secure password, billing, postal and physical addresses, mobile phone number, profile information, payment details, verified identifications, verified certifications and authentication, and other information as determined by us from time to time.

(g) (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.

(h) (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.

(i) (User Status) When creating an account or using the Platform, you confirm whether you are acting as a personal assistant, employer or authorised user. You acknowledge that different rights, obligations and limitations may apply depending on your status.

MULTI-TENANT DATA ISOLATION

(a) The Platform operates on a multi-tenant architecture in which each Tenant is logically segregated from all other Tenants.

(b) Where an individual user is granted access to more than one Tenant:

(i) the user's basic account credentials (including name, email address and login authentication details) may be used to enable access across those Tenants;

(ii) all operational, employment and care-related data, including contracts, payroll records, timesheets, rota information, compliance records and any personal data processed within a Tenant, shall remain strictly isolated within the relevant Tenant; and

(iii) no employment, payroll, care or other Tenant-specific data shall be visible, accessible or transferable between Tenants unless expressly configured by the relevant Account Holder.

(c) Each Account Holder acknowledges and agrees that it has no access to, and no rights in respect of, data held within any other Tenant.

(d) We implement appropriate technical and organisational measures designed to maintain logical separation between Tenants, but we do not guarantee that unauthorised access will never occur.

END USERS

(a) (Usage) The use of the Platform by you or any User is subject to usage limits (including but not limited to Number of Users, storage limits and AI query limits). If you exceed a usage limit, we may in our sole discretion either:

(i) Invoice you for such additional usage at our then-current rates; and/or

(ii) Suspend or throttle your access to the Platform until usage is reduced to the contracted limit and/or you purchase the applicable upgrade or Add-ons to increase your contracted limit.

(b) (Named Users and Audit Rights) Credentials for Users are for designated individuals only and may not be shared or used by more than one person (e.g., "site.office@" generic accounts are prohibited). You are responsible for maintaining the confidentiality of all credentials. We reserve the right to audit your use of the Platform to ensure compliance with this clause 4.3, upon reasonable prior notice and during normal business hours. If an audit reveals unauthorised usage or seat sharing, you shall pay for the additional subscriptions at our then-current rates.

(c) You acknowledge and agree that any additional overage fees or charges imposed by this clause 4.3 may be billed automatically to your payment method on file.

DISCLAIMER

1. You acknowledge and agree that:

   (a) the Platform is an administrative and management tool only. We do not provide care services, clinical services, safeguarding services, or emergency response services, and we do not employ, supervise, train or manage personal assistants or other care workers;

   (b) we do not monitor in real time whether care has been delivered, whether a personal assistant has attended a scheduled shift, or whether any individual's care needs have been met;

   (c) responsibility for the provision, continuity and quality of care, safeguarding of supported persons, supervision of personal assistants, and the arrangement of emergency or contingency cover rests solely with you as the employer or care organiser. You must not rely on the Platform as a substitute for active oversight, supervision or safeguarding arrangements;

   (d) the Platform is not designed or intended to be relied upon as the sole means of ensuring the delivery of care, and you accept that appropriate human oversight and safeguarding arrangements must be maintained at all times;

   (e) any information provided to you as part of or in connection with the Platform is general in nature, may not be suitable for your circumstances and does not constitute financial, legal, tax or any other kind of professional advice;

   (f) the Platform is not a substitute for the exercise of professional judgement or the formal appointment of a qualified professional. You must not make any reliance on us or the Platform for such purposes;

   (g) nothing in these Terms creates, or is intended to create, any duty of care, advisory obligation or fiduciary relationship between the parties. To the maximum extent permitted by law, each party excludes any duty of care arising in contract, tort (including negligence), misrepresentation or otherwise, save to the extent expressly stated in these Terms;

   (h) personal care and the management thereof carry legal risks. As such, all Users must review and verify all information provided by the Platform before relying on such information;

   (i) the Platform is provided on an "as is" basis and no warranty, representation or guarantee is given that any particular commercial, financial, legal or other outcome will be achieved through its use. Any reliance on perceived outcomes is at the user's own risk;

   (j) it is your responsibility to comply with applicable laws relevant to personal care; and

   (k) except as expressly provided herein, we make no warranty of any kind, whether express, implied, statutory or otherwise, and specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. The Platform is provided "as is" and "as available".

   (l) any references within the Platform to legal requirements, regulatory obligations, compliance status, risk ratings, summaries, interpretations or guidance (including any content described as "AI-powered") are provided for general informational purposes only and do not constitute legal advice or a legal opinion. The Platform does not replace, and is not a substitute for, advice from a suitably qualified legal or other professional.

   (m) you will not rely on the Platform, or any outputs generated by it, as the sole basis for determining your legal or regulatory compliance or for making decisions with legal, financial or regulatory consequences.

   (n) the Platform does not replace professional payroll, tax or accounting advice, and you should obtain independent advice where required.

   (o) in the event of any inconsistency between these Terms and any descriptions, guidance materials, promotional content or explanatory documents relating to the Platform, these Terms shall prevail.

REGULATORY FRAMEWORK

(a) The Platform is designed to support individuals who employ personal assistants and manage care arrangements funded through direct payments and/or personal health budgets.

(b) Depending on the Account Holder's circumstances, the use of the Platform may relate to compliance with applicable laws and regulatory frameworks, including (without limitation):

(i) the Care Act 2014 and associated statutory guidance;

(ii) the NHS Personal Health Budget framework and guidance issued by NHS England;

(iii) the Employment Rights Act 1996;

(iv) the Working Time Regulations 1998;

(v) the Equality Act 2010;

(vi) PAYE, National Insurance and Real Time Information obligations under regulations administered by HM Revenue & Customs; and

(vii) any equivalent or successor legislation applicable in Scotland, Wales or Northern Ireland.

(c) The Platform provides administrative and record-keeping tools intended to assist Account Holders in managing their responsibilities. It does not constitute legal, financial, employment, tax or regulatory advice.

(d) SupportManager does not:

(i) act as an employer, agent, payroll bureau, accountant or tax adviser;

(ii) assume responsibility for ensuring compliance with any applicable legislation; or

(iii) warrant that use of the Platform will ensure legal or regulatory compliance.

(e) The Account Holder remains solely responsible for:

(i) complying with all applicable employment, tax, equality, safeguarding and care-related obligations;

(ii) ensuring that employment contracts, working arrangements and payroll practices comply with applicable law; and

(iii) seeking independent professional advice where required.

SAFEGUARDING and Emergency Arrangements

(a) You are solely responsible for ensuring that appropriate safeguarding arrangements are in place for any individual receiving care or support in connection with your use of the Platform, including compliance with any applicable safeguarding duties, guidance or best practice.

(b) The Platform records and displays information entered by Users but does not carry out safeguarding checks, risk assessments, supervision, monitoring or verification of care delivery, other than to the extent that such information is expressly recorded by you within the Platform.

(c) You must not rely on the Platform for emergency response, urgent care coordination, or real-time monitoring of care delivery. The Platform is not designed or intended to be used as an emergency system, and you must ensure that appropriate alternative arrangements are in place to always respond to urgent or emergency situations.

Payroll Functionality

(a) The Platform includes payroll calculation and reporting tools intended to assist you in managing pay, deductions and statutory reporting in respect of your personal assistants. The Platform is provided as software only.

(b) We do not act as your agent, accountant, payroll bureau or tax adviser, and we do not represent you in your dealings with HM Revenue & Customs ("HMRC") or any other authority.

(c) Where the Platform enables Real Time Information ("RTI") submissions to HMRC, any such submission is made based solely on the information you have entered or approved. We do not verify, validate or correct payroll data, tax codes, National Insurance information or submission content.

(d) the Platform will not submit RTI reports to HMRC unless and until you have expressly configured and authorised such submissions. You are responsible for reviewing and approving the information submitted and for ensuring that submissions are made when required.

(e) You remain solely responsible for the accuracy, completeness and timeliness of all payroll data, calculations and submissions, including compliance with PAYE, National Insurance, pension auto-enrolment and any other statutory obligations.

(f) Any recognition of the Platform as HMRC-recognised payroll software confirms technical compatibility only and does not constitute endorsement by HMRC or transfer any responsibility or liability to us.

ALERTS, REMINDERS AND COMPLIANCE INDICATORS

1. You acknowledge and agree that:

   (a) any alerts, reminders, notifications, dashboards or similar indicators generated by the Platform are indicative only and are not definitive statements of compliance or non-compliance;

   (b) such alerts and indicators may be delayed, incomplete, inaccurate or based on assumptions or information that is out of date or incorrect;

   (c) the absence of any alert, reminder or notification does not mean that you are compliant with applicable laws or regulatory requirements; and

   (d) you remain responsible for independently identifying, monitoring and complying with all applicable legal and regulatory obligations, including deadlines, inspections, licence conditions and reporting requirements.

AI LIMITAtIONS

1. You acknowledge that the Platform may incorporate the use of artificial intelligence and you agree that:

   (a) You assume the entire risk of using the Platform to manage your care arrangements. To the maximum extent permitted by law and subject always to clause 12 (Limitation of Liability), we shall not be responsible or liable for:

   (i) Errors, omissions, or \"hallucinations\" in AI-generated content;
   

   (ii) Inaccuracies in financial calculations, summaries, or tax computations;

   (iii) Missed deadlines, "time bars", or failure to serve notices validly;

   (iv) The suitability of any template for a specific contract or jurisdiction.

   (b) Any AI-generated outputs are produced based on patterns, data sources and assumptions and may not reflect the most current law, regulatory practice or local authority interpretation. AI-generated content is not authoritative and must not be treated as a definitive statement of legal or regulatory position.

independence AND DISCLAIMER OF AFFILIATION

1. You acknowledge and agree that:

   (a) We are an independent software provider. We are not affiliated with, endorsed by, sponsored by, or connected to any authorities.

CONSUMER RIGHTS

1. Where you are a Consumer:

   (a) we remain responsible for providing the Platform with reasonable care and skill;

   (b) nothing in these Terms limits or excludes our liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded under applicable law;

   (c) any limitation or exclusion of liability shall apply only to the extent permitted by consumer protection legislation; and

   (d) references to exclusions of warranties, non-reliance or assumption of risk shall be interpreted subject always to your statutory consumer rights.

   Nothing in these Terms is intended to exclude or limit any statutory rights or remedies available to Consumers under applicable law, including the Consumer Rights Act 2015. Where you are a Consumer, these Terms shall be interpreted and applied so as to comply with applicable consumer protection legislation.

PLATFORM LICENCE

(a) While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Platform for the Number of Users.

(b) If your Subscription does not specify a Number of Users, your licence to use the Platform under this clause will be limited to one User (i.e., the Number of Users will be one).

(c) We may from time to time, in our absolute discretion, release enhancements to the Platform, meaning an upgraded, improved, modified or new versions of the Platform (Enhancements). Any Enhancements to the Platform will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.

(d) We may change any features of the Platform at any time. We will only provide notice to you in the event the Platform is, in our view, materially altered.

PLATFORM SUPPORT SERVICES

We will provide general support where reasonably necessary to resolve technical issues with the Platform (Support Services). Unless otherwise agreed in writing:

(a) we will take reasonable steps to provide Support Services where necessary (you must first endeavour to resolve any issues with the Platform internally and we will not assist with issues that are beyond our reasonable control);

(b) we will use our best endeavours to respond to requests for Support Services and you acknowledge that we may not be available 24/7 or respond within a particular time frame;

(c) you are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Users to access and use the Platform; and

(d) you will not have any claim for delay to your access to the Platform due to any failure or delay in Support Services.

DATA HOSTING

1. We will store User Data you upload to the Platform using a third party hosting service selected by us (Hosting Services), subject to the following terms:

   (a) (hosting location) You acknowledge and agree that we may use storage servers to host the Platform through cloud-based services, and potentially other locations outside the United Kingdom with appropriate safeguards as detailed in our Privacy Policy.

   (b) (service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.

   (c) (security) We will use reasonable efforts to ensure that User Data is stored securely and appropriate security measures are in place. However, you acknowledge and agree that, subject to clause 12, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference caused by events beyond our reasonable control.

   (d) (backups & disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

CLIENT OBLIGATIONS

COOPERATION AND ACCESS

1. You agree to:

   (a) provide us with all documentation, information and assistance reasonably required by us to provide the Platform to you; and

   (b) provide us with access to any third party or other accounts used by you only as reasonably required for us to provide the Platform to you, without disclosing user passwords, and using secure access methods (such as administrator-granted permissions or API keys/tokens) where available.

CLIENT MATERIAL

(a) You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Platform is complete, accurate and up-to-date.

(b) You release us from all liability in relation to any loss or damage arising out of or in connection with the Platform, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date.

YOUR OBLIGATIONS

(a) You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel's, or any User's, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.

(b) You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:

(i) upload any content that you do not have the right to upload, or that is unlawful, or that contains passwords, API keys, private encryption keys or other credentials (except where required by the Platform's intended functionality)

(ii) upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Platform;

(iii) use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);

(iv) upload any material that infringes the intellectual property rights of a third party;

(v) make copies of the Platform;

(vi) adapt, modify or tamper in any way with the Platform;

(vii) remove or alter any copyright, trade mark or other notice on or forming part of the Platform;

(viii) act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;

(ix) use the Platform in a way which infringes the Intellectual Property Rights of any third party;

(x) create derivative works from or translate the Platform;

(xi) publish or otherwise communicate the Platform to the public, including by making it available online or sharing it with third parties;

(xii) integrate the Platform with third party data or Platform, or make additions or changes to the Platform, (including by incorporating APIs into the Platform) other than integrating in accordance with any documentation or instructions provided by us in writing;

(xiii) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform;

(xiv) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform to any third party, other than granting a User access as permitted under these Terms;

(xv) decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;

(xvi) share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform's security;

(xvii) make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without our express written consent;

(xviii) attempt to circumvent any technological protection mechanism or other security feature of the Platform; or

(xix) permit any use of the Platform in addition to the Number of Users included in your Subscription.

(c) If you become aware of misuse of your Account or Subscription by any person, or any difficulty in accessing or using your Account, please contact us immediately using the contact details or form provided on our Website.

(d) You agree, and you must ensure that all Users agree:

(i) to comply with each of your obligations in these Terms;

(ii) to sign up for an Account in order to use the Platform;

(iii) that information given to you through the Platform, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and

(iv) that we may cancel your, or any User's, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 6.

FEES AND PAYMENT

TRIAL PERIOD & BETA VERSION

We may from time to time offer a free trial period of a beta version of the Platform for a period of time as described on our Website or as otherwise advised to you (Free Trial Period). No payments will be due during any Free Trial Period and your first payment will be due immediately after the expiry of the Free Trial Period.

SUBSCRIPTION FEES

(a) You must pay Subscription Fees to us in the amounts specified on the Website for your Subscription for your Subscription Period and each Renewal Period, or as otherwise agreed in writing (Subscription Fees).

(b) All Subscription Fees must be paid in advance and are non-refundable for change of mind, subject to any application consumer law.

(c) (Promotions) We may offer promotional codes, coupons or discounts from time to time. Promotions apply only if entered at checkout (or otherwise applied in the Billing Portal) and are subject to any stated conditions (including eligibility, scope, and expiry). Promotions have no cash value, are non-transferable and may be withdrawn at any time for future purchases where permitted by law. Where a promotion has already been successfully applied to a current Billing Cycle, it will not be retrospectively removed for that Billing Cycle.

(d) Unless otherwise agreed in writing and at our option, the Subscription Fees are due and payable on either:

(i) a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Renewal Period thereafter; or

(ii) at the times specified on the Website or as agreed with us in writing (Billing Cycle) on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Billing Cycle thereafter.

(e) The total amount payable (including any applicable taxes) will be shown at checkout and/or in the Billing Portal before you confirm payment. If we are required to charge VAT or other taxes, those amounts will be added and identified at checkout (unless expressly stated to be included). You are responsible for any applicable taxes payable in connection with your Subscription.

AUTOMATIC RECURRING BILLING

Subject to clauses 7.4 and 7.5:

(a) Your Subscription will continue to renew on an automatic indefinite basis unless you notify us via the Billing Portal that you want to cancel your Subscription in accordance with clause 14.

(b) While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.

(c) By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.

grace period

If you fail to cancel your Subscription prior to a Renewal Period and you are charged recurring charges, you have up to ten (10) Business Days from the date of that renewal to cancel your Subscription by contacting us through our Website (Grace Period). If you cancel your Subscription within the Grace Period, please contact us via our Website to request a refund for any recurring fees charged to you during the Grace Period.

CHANGES TO SUBSCRIPTION FEES

1. We may, from time to time, change our Subscription Fees and provide you with twenty (20) Business Days' notice prior to the changes. During this time, you have the opportunity to cancel your Subscription with us. If you do not cancel your Subscription before the new Subscription Fees take effect, the Grace Period in clause 7.4 will apply.

LATE PAYMENTS

1. We reserve the right to suspend all or part of the Platform indefinitely if you fail to pay any Fees in accordance with this clause 7.

ONLINE PAYMENT PARTNER

(a) We may use a third-party online payment partner, currently Stripe (Online Payment Partner) to collect Subscription Fees.

(b) You acknowledge agree that:

(i) the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found at: https://stripe.com/gb/legal/ssa;

(ii) you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner's platform or any error or mistake in processing your payment; and

(iii) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

INTELLECTUAL PROPERTY

USER DATA

Our Rights and Obligations

(a) You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use User Data to the extent reasonably required to provide the Platform, and further to host, store, process, transmit, display and otherwise use User Data as reasonably necessary to provide, operate, maintain, support and secure the Platform, to provide Support Services and to comply with applicable law. We may use aggregated and anonymised data derived from User Data for analytics and to maintain and improve the Platform.

(b) We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.

Your Obligations and Grant of Licence to Us

(c) You are responsible for ensuring that:

(i) you share User Data only with intended recipients; and

(ii) all User Data is appropriate and not in contravention of these Terms.

(d) You:

(i) warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and

(ii) indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

SUPPORTMANAGER IP

(a) You will not under this agreement acquire Intellectual Property Rights in any SupportManager IP.

(b) Any Developed IP will be solely and exclusively owned by SupportManager and vest in SupportManager immediately upon creation.

(c) Subject to the payment of the Subscription Fees, SupportManager grants to you:

(i) a non-exclusive, royalty-free, non-transferable, worldwide and revocable licence to use SupportManager IP; and

(ii) a non-exclusive, royalty-free, non-transferable, worldwide and revocable license to use any Developed IP,

 to the extent required for you (or any User) to use, enjoy the benefit of or exploit the Platform for the purpose of internal business administration and project management of projects contained within the Platform as added by the User.

DEFINITIONS

1. For the purposes of this clause 8:

   (a) "Developed IP" means any materials produced by SupportManager in the course of providing the Platform including documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to those materials but excludes any User Data.

   (b) "SupportManager IP" means all materials owned or licensed by SupportManager that is not Developed IP and any Intellectual Property Rights attaching to those materials, including for the avoidance of doubt the Platform.

THIRD PARTY SOFTWARE & terms

THIRD PARTY TERMS

(a) If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party ('Third Party Terms').

(b) Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Platform to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

THIRD PARTY SOFTWARE INTEGRATIONS

(a) You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Platform and other software programs will be free from errors, defects or delay.

(b) You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Platform if you integrate it with third party software, or change or augment the Platform, including by making additions or changes to the Platform code, and including by incorporating APIs into the Platform.

(c) If you add third party software or software code to the Platform, integrate the Platform with third party software, or make any other changes to the Platform, including the Platform code (User Platform Changes), then:

(i) you acknowledge and agree that User Platform Changes can have adverse effects on the Platform;

(ii) you will indemnify us in relation to any loss or damage that arises in connection with the User Platform Changes;

(iii) we will not be liable for any failure in the Platform, to the extent such failure is caused or contributed to by a User Platform Change;

(iv) we may require you to change or remove User Platform Changes, at our discretion, and if we do so, you must act promptly;

(v) we may suspend your access to the Platform until you have changed or removed User Platform Change; and/or

(vi) we may change or remove any User Platform Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Platform Change.

CONFIDENTIALITY

(a) Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party's prior written consent.

(b) Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.

(c) The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.

PRIVACY AND DATA PROTECTION

CLIENT DATA

(a) Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms "controller", "processor", "process" and "personal data" shall have the meanings given to those terms in such Data Protection Legislation. 

(b) During and after the delivery of the Platform, you agree that in some cases we will be processing personal data for our own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:

(i) SupportManager providing services and the Platform;

(ii) SupportManager may process and transfer personal data as necessary to effect a re-organisation of its business; and 

(iii) SupportManager may share personal data with its legal or professional advisors, auditors and insurers where necessary for compliance, audit, risk management, obtaining professional advice, and to establish, exercise or defend legal claims.

(c) For the purposes set out in clause 11.1(b) SupportManager, where appropriate, may use independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing and where SupportManager processes personal data as processor on the Client's behalf in accordance with clause 11.2 and Schedule 1. 

(d) By accepting these Terms, the Client gives positive consent for SupportManager to obtain, store and process information about you as described in this clause 11.

(e) Each party shall comply with the terms of the Data Protection Legislation.

THIRD PARTY DATA

(a) To the extent that any Third Party Data includes Personal Data, we will process that Personal Data as processor on your behalf for the purpose of providing the Platform, in accordance with, and subject to, this clause 11.2 and Schedule 1.

(b) You agree that where necessary you will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the processing, before providing us with personal data.

(c) You warrant, in relation to the personal information and all other data that you provide to us in connection with this agreement (Third Party Data), that: 

(i) you have all necessary rights in relation to Third Party Data, such that the services provided by the Platform can be performed in respect of that data;

(ii) you are not breaching any law by providing us with Third Party Data;

(iii) we will not breach any law by performing the services provided by the Platform in relation to any Third Party Data;

(iv) there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and if there are any such restrictions, you have notified us of this, and we have agreed to provide the services of the Platform in respect of that data (being under no obligation to do so); and

(v) we will not breach any Third Party Terms by providing the services of the Platform in relation to any Third Party Data.

(d) You agree at all times to indemnify and hold harmless SupportManager and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 11.2(c).

(e) You and SupportManager acknowledge that in respect of any Third Party Data and for the purposes of the Data Protection Legislation, you are the controller and we are the processor.

(f) You and SupportManager will comply with the Data Protection Legislation.

(g) We shall, in relation to any Personal Data processed in connection with this clause 11.2

(i) process that Personal Data only on written instructions from you as detailed in Schedule 1, as updated from time to time;

(ii) keep the Personal Data confidential;

(iii) comply with your reasonable instructions with respect to processing Personal Data;

(iv) not transfer any Personal Data outside of the UK unless, in accordance with the Data Protection Legislation, and ensure that:

 (A) the transfer is to a country approved as providing an adequate level of protection for Personal Data; or

 (B) there are appropriate safeguards in place for the transfer of Personal Data; or

 (C) binding corporate rules are in place; or

 (D) one of the derogations for specific situations applies to the transfer;

(v) assist you at your cost in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;

(vi) notify you without undue delay on becoming aware of a Personal Data breach or communication which relates to our or your compliance with the Data Protection Legislation;

(vii) at the written request of you, delete or return Personal Data (and any copies of the same) to you on termination of this agreement unless required by the Data Protection Legislation to store the Personal Data; and

(viii) maintain complete and accurate records and information to demonstrate compliance with this clause 11.2 and allow for audits by you or your designated auditor.

(h) We shall ensure that we and any subcontractor appointed by us pursuant to clause 11.2(i) have in place appropriate technical or organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate:

(i) pseudonymising and encrypting Personal Data;

(ii) ensuring confidentiality, integrity, availability and resilience of our and their systems and services;

(iii) ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and

(iv) regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by us and them.

(i) You agree that any subcontractor appointed by us is a third-party processor of Personal Data under this agreement.

SPECIAL CATEGORY DATA

(a) To the extent that personal data processed in our capacity as processor and in accordance with clause 11.2 includes special category data (as defined in Article 9 UK GDPR), and/or data relating to criminal offences (such as DBS-related information) SupportManager shall:

(i) process such special category data only on the documented instructions of the User (as Controller) and solely for the purpose of providing and operating the Services;

(ii) not determine the purposes or means of processing such data and shall not process such data for its own independent purposes; and

(iii) implement appropriate technical and organisational measures to ensure a level of security appropriate to the nature and sensitivity of the data

(b) The User is responsible for:

(i) identifying and documenting a valid lawful basis under Article 6 UK GDPR and, where applicable, a valid condition under Article 9 UK GDPR and/or Article 10 UK GDPR

(ii) ensuring that any required transparency, notices, consents or other legal requirements relating to such processing are satisfied.

LIABILITY

WARRANTIES AND LIMITATIONS

(a) (Warranties) We warrant that:

(i) during the Subscription Period, the Platform will be provided as described to you in, and subject to, these Terms; and

(ii) to our knowledge, the use of the Platform in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

(b) (Errors) We will use our best endeavours to correct any errors, bugs or defects in the Platform which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:

(i) result from the interaction of the Platform with any other platform, solution or computer hardware, software or services not approved in writing by us;

(ii) result from any misuse of the Platform; or

(iii) result from the use of the Platform by you other than in accordance with these Terms.

(c) (Service Limitations) While we will use our best endeavours to ensure the Platform is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:

(i) the Platform may have errors or defects;

(ii) the Platform may not be accessible at times;

(iii) messages sent through the Platform may not be delivered promptly, or delivered at all;

(iv) information you receive or supply through the Platform may not be secure or confidential; or

(v) any information provided through the Platform may not be accurate or true.

(d) (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.

liability

(a) (Liability) To the maximum extent permitted by applicable law, we limit all liability in aggregate of all claims to you (and any third parties who encounter the services or goods through your business) for loss or damage of any kind, however arising whether in contract, tort, statute, equity, indemnity or otherwise, arising from or relating in any way to this agreement or any goods or services provided by us to the amount paid by you in the twelve (12) months preceding the date of the event giving rise to the relevant liability.

(b) (Care Related Exclusions) To the fullest extent permitted by law, we shall not be liable for any loss, damage, cost or harm arising out of or in connection with:

(i) any failure by a personal assistant or other care worker to attend, perform or adequately perform care duties;

(ii) any missed, delayed, cancelled or incorrectly scheduled care visit or shift, whether arising from use of the Platform, reliance on rota or scheduling information, or user-entered data;

(iii) any safeguarding incident, neglect, abuse or harm suffered by a supported person;

(iv) any failure to arrange appropriate supervision, contingency cover or emergency care; or

(v) any act or omission of a personal assistant, family member, contractor or other third party.

(c) (Payroll and Tax Liabilities) To the fullest extent permitted by law, we shall not be liable for any penalties, interest, surcharges, assessments, enforcement action or other liabilities imposed by HMRC or any other authority arising out of or in connection with:

(i) inaccurate, incomplete or late payroll data entered into the Platform;

(ii) any RTI submission made using the Platform;

(iii) your failure to review, approve or submit payroll information; or

(iv) any misunderstanding or misapplication of payroll, tax or employment law requirements.

(d) (Indemnity) You agree to indemnify us and our employees, contractors and agents in respect of all liability for any claim(s) by any person (including any third party who encounter the services or goods through your business) arising from your or your employee's, client's, contractor's or agent's:

(i) breach of any third party intellectual property rights; 

(ii) breach of any term of this agreement; 

(iii) negligent, wilful, fraudulent or criminal act or omission; or 

(iv) use of the Platform.

(e) (Consequential loss) To the maximum extent permitted by law, under no circumstances will we be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by us.

(f) (Unfair Contract Terms) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these Terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

(g) Nothing in this agreement shall exclude or limit a party's liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party's negligence.

UPGRADE AND DOWNGRADES

(a) Via the Billing Portal, you may upgrade or downgrade your Subscription Tier or the Number of Users at any time. If you do, we will take reasonable steps to promptly provide you with access to the new Subscription Tier or the additional Number of Users.

(b) If you chose to upgrade your Subscription within a Renewal Period, upon providing such access, you authorise us to take payment of the new, relevant and where applicable prorated Subscription Fees, to the Renewal Period immediately, and you will be charged at the new Subscription Fee in every subsequent Renewal Period.

(c) If you choose to downgrade your Subscription, Subscription Period (from annual to monthly) or Number of Users, access to the new Subscription Tier or Number of Platform, Users and the new Subscription Fees will take effect at the start of the next Renewal Period, unless we notify you otherwise. We generally do not pro-rate downgrades in between Renewal Periods, however we reserve the right to from time to time. We do not provide prorated refunds for the remainder of the current Renewal Period, unless required by law.

(d) If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any User Data.

CANCELLATION

CANCELLATION AT ANY TIME BY YOU

1. You may cancel your Subscription through the Billing Portal made available through the Platform no later than twenty-four (24) hours before the Renewal Date. The Renewal Date is the date and time shown in the Billing Portal (or, if not shown, the renewal date and time recorded by our Online Payment Partner).

cancellation at any time BY US

We may, at our sole discretion, cancel, terminate or elect to not renew your Subscription by giving you thirty (30) days written notice before a Renewal Date, in which case your Subscription will expire on the Renewal Date.

CONSUMER CANCELLATION RIGHTS

(a) (Cooling-off period) If the Client is a Consumer (as defined in the Consumer Rights Act 2015), the Client has the right to cancel this Agreement without giving any reason within fourteen (14) days from the date the Agreement is entered into ("Cooling-off Period").

(b) (How to cancel) To exercise the right to cancel, the Client must inform SupportManager of its decision to cancel by a clear statement (for example, by email). Cancellation is effective from the date the notice is sent.

(c) (Refunds) If the Client cancels this Agreement during the Cooling-off Period, SupportManager shall refund all payments received from the Client without undue delay and in any event no later than fourteen (14) days after SupportManager is informed of the cancellation. Refunds shall be made using the same means of payment used by the Client unless expressly agreed otherwise.

(d) (Immediate supply of digital services) Where the Services include digital content or digital services and the Client requests that performance begins during the Cooling-off Period, the Client acknowledges and agrees that:

(i) the services will begin immediately; and

(ii) if the services are fully performed during the Cooling-off Period, the Client will lose the right to cancel once performance is complete.

(e) (Partial performance) If the Client cancels during the Cooling-off Period after performance of the Services has begun (but before completion), SupportManager may charge the Client a proportionate amount for the Services supplied up to the date of cancellation, calculated by reference to the total price agreed under this Agreement.

(f) (Non-applicability to business clients) The cancellation rights set out in this clause apply only to Consumers and do not apply where the Client enters into this Agreement wholly or mainly for business, trade or professional purposes.

cancellation for breach

(a) Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms.

(b) A "Breach" of these Terms means:

(i) a party (**Notifying Party**) considers the other party (or any of its Personnel or Users) is in breach of these Terms and notifies the other party;

(ii) the other party is given 10 Business Days to rectify the breach; and

(iii) the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.

EFFECT OF TERMINATION

Upon termination of this agreement:

(a) you will no longer have access to the Platform, your Account or your User Data (subject to clause 14.6(b)) and we will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point);

(b) unless agreed in writing, any Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable; and

(c) each party must comply with all obligations that are by their nature intended to survive the end of this agreement, including without limitation clauses 4, 8, 10 and 12.

DATA RETENTION

(a) The Platform is not intended to serve as a permanent legal or statutory archive. You are solely responsible for retaining employment, payroll, tax, working time and other records for the minimum periods required under applicable law and maintaining your own independent records and backups as required by law.

(b) Upon the expiry or termination of your Account or Subscription, you may access the Platform for a period of thirty (30) days for the sole purpose of retrieving your User Data from the Platform (Retention Period).

(c) The Retention Period is provided as a courtesy only and does not constitute an obligation on us to store, host or preserve User Data beyond the term of your Subscription.

(d) Following the expiry of the retention period, we may permanently delete all user data without further notice and shall have no liability to you, any account holder or any invited user for any loss of user data.

DISPUTE RESOLUTION

(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.

(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

(d) If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, then the parties will attempt to settle it by mediation in good faith in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure (Model Procedure) and the mediation will start, unless otherwise agreed in writing between the parties, within 60 days of one party issuing a request to mediate to the other party.

(e) Unless otherwise agreed in writing between the parties, the mediator will be nominated by CEDR.

(f) The mediation will take place in London and the language of the mediation will be English. The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with, the substantive laws of England.

(g) If the dispute is not settled within 60 days of the commencement of the mediation or within such further period as the parties may agree in writing, any party to the dispute may take legal proceedings to resolve the dispute.

(h) The parties agree that they will bear their own costs in relation to any dispute under this clause.

FORCE MAJEURE

(a) We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event. 

(b) If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:

(i) reasonable details of the Force Majeure Event; and

(ii) so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.

(c) Subject to compliance with clause 16(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

(d) For the purposes of this agreement, a 'Force Majeure Event' means any:

(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;

(ii) strikes or other industrial action outside of the control of us;

(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or

(iv) any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

NOTICES

(a) A notice or other communication to a party under these Terms must be:

(i) in writing and in English; and

(ii) delivered via email to the other party, to the email address specified in the Client's account, Subscription confirmation, invoice or the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:

(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday, in which case the notice will be taken to be given on the next occurring Business Day; or

(ii) when replied to by the other party,

whichever is earlier.

GENERAL

GOVERNING LAW AND JURISDICTION

1. This agreement is governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

THIRD PARTY RIGHTS

1. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

WAIVER

1. No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

SEVERANCE

1. Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

JOINT AND SEVERAL LIABILITY

1. An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

ASSIGNMENT AND NOVATION

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

ENTIRE AGREEMENT

1. This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);

(b) (currency) a reference to £, or "GBP", is to pound sterling currency of Great Britain, unless otherwise agreed in writing;

(c) (gender) words indicating a gender includes the corresponding words of any other gender;

(d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(e) (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(f) (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(g) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(h) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(i) (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(j) (includes) the word "includes" and similar words in any form is not a word of limitation; and

(k) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

(l) (type of User) In the event of any inconsistency between provisions that apply differently to Consumers and Business Users, the provisions affording greater protection to Consumers shall prevail where you are a Consumer.

DEFINITIONS

Term Definition

Account Holder means the individual who creates a Tenant on the Platform, enters into these Terms in their own name, holds the applicable subscription, and is responsible for administering that Tenant, including inviting and managing Invited Users.

Business Day means a day other than Saturday, Sunday or public holiday in England and Wales when banks in London are open for business

Confidential Information means information of or provided by a party that is confidential by its nature, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.

Consumer means an individual who accesses or uses the Platform wholly or mainly outside of their business, trade or profession.

Hosting Services has the meaning given in clause 5.

Intellectual Property Rights means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.

Invited User means an individual authorised by an Account Holder to access a specific Tenant under the Account Holder's subscription, whose access rights are limited to the permissions assigned by the Account Holder and who is not a contracting party to these Terms.

Material means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.

Number of Users means the number of Users that you may make the Platform available to, in accordance with your Subscription.

Personnel means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.

Platform means the cloud-based, care management software platform for personal assistants, known as SupportManager.

Subscription means your subscription to access and use the Platform during the Subscription Period and any Renewal Period

Subscription Fees has the meaning set out in clause 7 of these Terms.

Subscription Period means the period of your Subscription to the Platform as agreed on the checkout/portal section of the Website as determined by you from time subject to clause 13 and always in accordance with these Terms.

Support Services has the meaning given in clause 4.13.

Tenant means the dedicated, logically segregated instance of the Platform created by or on behalf of an Account Holder, within which the Account Holder and its Invited Users may access and use the Services, and through which data relating to that Account Holder's care arrangements is processed.

User means you, the Client and any third-party end user who is authorised by you to use the Platform, for whom a Subscription to the Platform has been ordered, and who has been invited to create an account by you (or by the User's request) to access the Platform.

User Data means any files, data, document, information or any other Materials, which is uploaded to the Platform by you or any other User or which you, your Personnel or Users otherwise provide to us under or in connection with these Terms, including any Intellectual Property Rights attaching to those materials.

Website means the website at the URL set out in the first paragraph of these Terms.

**

1. Data Processing Addendum: Processing of Personal Data by SupportManager

SCOPE

SupportManager acts as a processor and the User acts as a Controller (or processor for the third-party) with respect to Personal Data processed in the Platform. Personal data may be collected, stored and analysed on SupportManager's systems and the systems of sub-processors appointed by SupportManager in accordance with the agreement, and on the User's systems where applicable. 

NATURE

Electronically, automatically through the Platform.

PURPOSE OF PROCESSING

To provide the Platform as contracted between SupportManager and the User and in accordance with this agreement.

DURATION OF PROCESSING

The duration of this agreement and any period after termination or expiry during which SupportManager retains or processes Personal Data to allow retrieval during any retention/retrieval period stated in the agreement and/or as required by applicable law.

CATEGORIES OF PERSONAL DATA

Identity data (first and last names, date of birth, username, login credentials, national insurance numbers, emergency contacts); Contact data (email addresses, mobile telephone numbers, and postal/property/billing address); Technical data (IP addresses, logs, passwords); Financial data (bank account details (holder name, sort code, account number), payroll information, tax codes, payslips, P45/P60 documents, pay rates and enhancements); Compliance information (DBS certificate numbers and results, Right to Work documents and UKVI share codes, driving licence numbers and check codes); Operational data (employment records, holiday requests and entitlements, shift patterns and schedules, shift swap requests, timesheets, vehicle usage records, noticeboard communications)

CATEGORIES OF DATA SUBJECT

The User, Employees, clients and contractors of the User.