Terms of Service

1. INTRODUCTION

Welcome to Care Pathway Pro. These Terms of Service (the "Terms") govern your use of our cloud-based adult social care management platform (“Software”) and forms a binding agreement between you (“you”, “your” or “Care Provider”) and Care Pathway Pro Ltd (“we”, “us”, or “our”), a company registered in England and Wales (Company No. 16787553) with its registered office at 124 City Road, London, EC1V 2NX.  

 

By subscribing to or using the Software, you agree to these Terms and confirm that you have authority to bind your organisation. If you do not agree, you must not use the Software.  

 

You acknowledge and agree that our Software is designed to support regulatory compliance, documentation and operational management within the adult social care sector. Your organisation remains responsible for meeting all legal and regulatory requirements. 

 

Your contract with us begins when you sign an Order Form or otherwise subscribe to our Software. Continued use of the Software constitutes ongoing acceptance of these Terms. 

 

2. DEFINITIONS

2.1 "Agreement" means these Terms of Service together with any Order Form(s), schedules, and policies incorporated by reference. 

2.2 "Authorised User" means an individual employee, contractor, or agent of the Subscriber who is authorised by the Subscriber to access and use the Software on its behalf under this Agreement and who has been issued unique login credentials. 

2.3 “Access Equipment” means all hardware, software, devices, internet connectivity, and telecommunications services required to access and use the Software. 

2.4 "Business Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales, typically Monday through Friday from 09:00 to 17:30 (GMT). 

2.5"Care Provider", "Customer", or "you" means the organisation (whether a company, partnership, sole trader, charity, or other legal entity) that has entered into this Agreement with the Provider to use the Software for the provision of adult social care services. 

2.6 "Confidential Information" means all information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with this Agreement whether oral, written, or electronic, that is marked or should reasonably be understood as confidential, including but not limited to business, financial, technical, Customer Data, security information, software code, personal data, except information that is publicly available, lawfully held prior to disclosure, obtained lawfully from a third party, or independently developed. 

2.7 “Controller” has the meaning given in the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. In relation to Customer Data, you (the Subscriber) act as the Controller, determining the purposes and means of processing such personal data within the Software. 

2.8 "Customer Data" means all data, information, and content entered into, uploaded to, stored on, generated through the Care Provider’s use of the Software, including but not limited to service user information, staff records, and operational documentation. Customer Data includes all Personal Data processed through the Software but excludes System Data and Usage Data. 

2.9"Data Protection Laws" means all applicable laws and regulations relating to personal data and privacy, including but not limited to the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003, as amended or replaced from time to time. 

2.10 "Documentation" means the user guides, online help, and other technical or functional materials describing the operation of the Software that we make available to you from time to time. 

2.11 "Effective Date" means the date on which this Agreement becomes binding upon the parties, being the date specified in the Order Form or, if no date is specified, the date on which the Care Provider first accepts these Terms or first accesses the Software. 

2.12 "Fees" means all subscription fees, setup fees, training fees, and any other amounts payable by the Care Provider to the Provider under this Agreement, as set out in the Order Form or otherwise agreed in writing. 

2.13 "Force Majeure Event" means any event or circumstance beyond a party’s reasonable control that prevents or delays performance under this Agreement, including but not limited to natural disasters, war, civil unrest, government actions, pandemics, strikes, power or internet failures, or malicious cyber incidents. Payment obligations are excluded from Force Majeure relief. 

2.14 "Initial Term" means the initial subscription period specified in the Order Form. 

2.15 "Intellectual Property Rights" means all intellectual property rights anywhere in the world, whether registered or unregistered, including patents, trademarks, copyrights, database rights, trade secrets, know-how, and all applications, renewals, or extensions thereof. 

2.16 "Order Form" means the written or electronic subscription agreement or other commercial document executed by or on behalf of the Care Provider and accepted by the Provider, which specifies the subscription tier, capacity, fees, term, and other commercial terms. 

2.17 “Package” means the subscription tier or plan you select, as described in the Order Form, which determines the scope of functionality, capacity limits, and features available to you. 

2.18 "Personal Data" has the meaning given to it in Data Protection Laws and includes any information relating to an identified or identifiable natural person, including information about service users, their family members, and staff processed through the Software. 

2.19 "Provider", "we", "us", or "our" means Care Pathway Pro Ltd, a company registered in England and Wales (Company No. 16787553) with its registered office at 124 City Road, London, EC1V 2NX. 

2.20 “Processor” has the meaning given in the UK GDPR and the Data Protection Act 2018. In relation to Customer Data, we (Care Pathway Pro Ltd) act as the Processor, processing personal data on your documented instructions and solely for the purpose of providing, maintaining, and supporting the Software in accordance with this Agreement. 

2.21 "Renewal Term" means each successive subscription period for which this Agreement automatically renews following the Initial Term, unless terminated in accordance with these Terms. 

2.22 “Service User Seat” means a single record allocation within the Software representing one identifiable individual whose personal or care information is entered, stored, or managed by the Subscriber. Each Service User Seat counts toward the Subscriber’s overall subscription capacity. 

2.23 "Software", "Platform", or "Service" means the Care Pathway Pro Ltd a cloud-based adult social care management software, including the web and mobile applications, APIs, documentation, and all features, modules, updates, and related services or functionality provided by the Provider. 

2.24 “Subscriber” (or “you”, “your”) means the care provider organisation that has entered into this Agreement and purchased a subscription to the Software. 

2.25 "Subscription" means the Care Provider’s right to access and use the Software during the Subscription Term, subject to payment of the Fees and compliance with these Terms. 

2.26 "Subscription Term" means the Initial Term and any subsequent Renewal Terms during which the Care Provider’s subscription remains active, subject to earlier termination in accordance with these Terms. 

2.27 "Support Services" means the technical support and customer assistance provided by the Provider in relation to the Software, as described in Section 7 and the applicable Service Level Agreement. 

2.28 "System Data" means technical data generated by the Software relating to its operation and the Care Provider’s usage, such as performance data, diagnostics, and analytics, excluding Customer Data and Personal Data. 

2.29 "Terms" or "Terms of Service" means these terms and conditions, as amended from time to time in accordance with Section 14.2. 

2.30 "Usage Data" means aggregated, anonymised data derived from Customer Data and System Data that does not identify the Care Provider, any service user, or any individual, and which may be used by the Provider for analytics, benchmarking, and service improvement. 

2.31 "VAT" means Value Added Tax chargeable under the Value Added Tax Act 1994 or any similar sales or turnover tax. 

3. INTERPRETATION

3.1 In these Terms, unless the context otherwise requires: 

(a) Headings are for convenience only and shall not affect interpretation.
(b) References to a person include natural persons, corporate bodies, and unincorporated associations.
(c) Words such as “include”, “includes”, and “including” are deemed to be followed by “without limitation”.
(d) References to legislation include any amendments, re-enactments, or subordinate legislation made under it.
(e) References to “writing” or “written” include email but exclude fax.
(f) If there is any conflict or inconsistency between the documents forming this Agreement, the order of precedence set out in Section 5 applies. 

4. 4. SCOPE AND APPLICATION OF TERMS

4.1 These Terms govern your access to and use of the Care Pathway Pro software-as-a-service platform (the “Software”) provided by Care Pathway Pro Ltd. They apply to all subscriptions, use of the Software, and related services provided to you as a Care Provider. 

4.2 These Terms set out:
(i) the licence granted to use the Software;
(ii) payment terms and fees;
(iii) each party’s responsibilities;
(iv) data protection and confidentiality obligations;
(v) intellectual property rights;
(vi) limitations of liability;
(vii) termination rights; and
(viii) other legal provisions governing our relationship. 

4.3 The following documents form part of these Terms and, together with them, constitute the entire agreement between you and us in respect of your use of the Software: 

(i) Order Form – specific commercial terms (fees, subscription tier, start date, etc.); 

(ii) Data Processing Agreement (DPA) (Schedule 1) – data protection obligations under UK GDPR; 

(iii) Service Level Agreement (SLA) (Schedule 2) – uptime, support, and service commitments; 

(iv) Privacy Policy – how we process personal data of individual users; 

(v) Acceptable Use Policy – permitted and prohibited uses of the Software. 

4.4 These Terms and all associated documents apply to all Care Pathway Pro users in the United Kingdom and are governed by the laws of England and Wales. 

4.5 These Terms take effect from the date you subscribe or otherwise gain access to the Software and remain in force until the agreement is terminated in accordance with the Termination clause. 

4.6 We may update our supporting policies (such as the Privacy Policy or Acceptable Use Policy) from time to time to reflect operational, legal, or regulatory changes. Updated versions will take effect upon publication on our website. 

5. 5. ORDER OF PRECEDENCE

5.1 If there is any inconsistency between documents, the following order of precedence shall apply:
(i) the DPA;
(ii) the Order Form;
(iii) these Terms;
(iv) the SLA; and
(v) any other referenced policies. 

6. FREE TRIAL

6.1 We may offer access to the Software on a free trial basis (“Free Trial”) for a limited period, as stated on our website or in an order confirmation. 

6.2 During a Free Trial:
(a) you may use the Software solely for internal evaluation and testing purposes;
(b) we provide the Software “as is” without warranties, support, or uptime commitments; and
(c) we may i) limit functionality, capacity, or features available during a trial and/or ii) suspend or end the Free Trial at any time without notice. 

6.3 At the end of the Free Trial, your access will automatically end unless you purchase a paid subscription. If you continue to use the Software after the Free Trial expires, you will be deemed to have purchased a paid subscription under these Terms, and applicable Fees will apply. 

6.4 Any Customer Data you upload or generate during the Free Trial will be retained for up to thirty (30) days after the trial ends to allow you to retrieve it if you subsequently purchase a paid Subscription. After that period, the data will be securely and irretrievably deleted in accordance with applicable Data Protection Laws. We are under no obligation to maintain or restore Customer Data after this period has expired. 

6.6 These Terms govern your use of the Software during any Free Trial, except that:
(a) no Fees are payable during the trial period unless otherwise specified in writing;
(b) either party may terminate the Free Trial at any time — you may do so without penalty, and we may do so with or without notice; and
(c) all provisions of these Terms relating to confidentiality, intellectual property, data protection, and limitation of liability continue to apply throughout the trial period. 

7. 7. TERM AND RENEWAL

7.1 This Agreement commences on the Effective Date and continues for the Initial Term specified in the Order Form, unless terminated earlier in accordance with these Terms. 

7.2 At the end of the Initial Term, the Subscription will automatically enter a Renewal Term in accordance with these Terms, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current Term. 

7.3 Renewal Fees will be charged at the rate set out in the Order Form or as otherwise notified to you in writing at least thirty (30) days before the renewal date. Continued use of the Software after the renewal date constitutes acceptance of the applicable Renewal Fees. 

8. 8. FEES AND PAYMENTS

8.1 The Fees payable for your subscription are set out in the applicable Order Form and are based on (i) your selected subscription package, which covers the number of Authorised Users and the number of Service User Seats; and (ii) any additional services purchased.
 

8.2 Unless otherwise stated in the Order Form, all Fees are quoted in pounds sterling (£) and are exclusive of VAT, which shall be added at the prevailing rate.
 

8.3 Subscription Fees are payable in advance for each Subscription Term (monthly, quarterly, or annually, as specified in the Order Form) and are non-refundable except as expressly provided in this Agreement.
 

8.4 You acknowledge that subscription Fees are payable for access to and availability of the Software, not contingent upon actual usage. 

8.5 We will issue an invoice for each Subscription Term in accordance with the billing frequency set out in your Order Form. 

8.6 Unless otherwise stated, invoices are payable within fourteen (14) days of the invoice date by electronic bank transfer or another payment method we make available. 

8.7 Time of payment is of the essence. If payment is not received by the due date, we may, in accordance with Clause 9.7(c):
 (i) suspend or restrict access to the Software until payment is received;
 (ii) charge interest on overdue amounts at a rate of 4% per annum above the Bank of England base rate from the due date until payment; and
 (iii) recover from you all reasonable costs of debt recovery, including legal and agency fees.
 

8.8 You may request to add additional Authorised Users or Service User Seats at any time by written notice or through the online account portal. We will invoice for any pro-rated Fees for the remainder of the current billing period and adjust ongoing Fees accordingly. We may review and vary our standard pricing at renewal or with at least thirty (30) days’ prior written notice before the start of your next Subscription Term. Any changes to your subscription package, Authorised Users, or Service User Seats shall take effect upon your written confirmation and payment of applicable Fees. 

8.9 You are responsible for all applicable taxes, duties, and government charges arising in connection with this Agreement, other than taxes based on our net income. 

8.10 All payments must be made in full without deduction, withholding, or set-off, except as required by law. If any deduction or withholding is required, you must pay such additional amounts as are necessary to ensure we receive the full amount we would have received had no deduction or withholding been made. 

8.11 If you reasonably and in good faith dispute any invoiced amount, you must notify us in writing within seven (7) days of the invoice date, setting out the details of the dispute. The undisputed portion must still be paid when due. Both parties shall work together in good faith to resolve any dispute promptly. 

8.12. Unless otherwise specified in the Order Form, your subscription will automatically renew for successive Subscription Terms on the then-current pricing and terms, unless you provide written notice of non-renewal at least thirty (30) days before the end of the current term. 

8.13 Renewal constitutes a new binding Subscription Term and invoice cycle. 

8.14 Cancellation or reduction of Service User Seats or Authorised Users during a live Subscription Term does not entitle you to a refund or credit, except where expressly agreed in writing. 

9. 9. SUBSCRIPTION, LICENCE and USE OF SOFTWARE

9.1 Subject to your compliance with this Agreement and payment of all applicable Fees, Care Pathway Pro Ltd (“we”, “us”, “our”) grants the subscribing organisation (“Subscriber”, “you”, “your”) a non-exclusive, non-transferable, non-sublicensable, limited licence during the Subscription Term to access and use the Care Pathway Pro software platform (the “Software”) solely for your internal business purposes in managing and delivering adult social care and related services. This licence is granted for use within the United Kingdom. 

9.2 Subscription access shall be governed as follows: 

9.2.1 Access is provided on a subscription basis in accordance with the package set out in the Order Form.
9.2.2 The Order Form sets out the following: (i) the number of Authorised Users permitted to access the Software; and (ii) the number of Service User Seats (the maximum number of individuals whose records may be created, stored, or managed in the Software).
9.2.3 You remain responsible for selecting a package that matches operational needs. You may request additional Service User Seats or Authorised Users at any time; additional Fees apply. 

9.3 Only your employees or contractors designated as Authorised Users may access the Software, up to the number stated in the Order Form. Each Authorised User must have unique credentials; sharing is prohibited. You may replace an Authorised User provided no two individuals use the same credentials concurrently. You are responsible for all acts and omissions of Authorised Users. 

9.4 Each Service User Seat represents one individual who's personal or care information is recorded, managed, or stored within the Software. You are not permitted to create or maintain Service User records in excess of your allocated Service User Seats. If the Software, due to error or malfunction, temporarily allows overuse, that access confers no right to continued use and is chargeable at our then-current rates unless promptly remedied by upgrading your subscription. We may restrict the addition of new Service Users once allocation is exceeded until additional capacity is purchased. 

9.5 You may access the Software via supported web browsers and any mobile applications we make available. Use on multiple devices is permitted for each Authorised User. 

9.6 You may configure the Software using the administrative tools and settings provided in the user interface. Configuration must not modify source code or circumvent technical limits. 

9.7 Where integrations or APIs are made available under your package, you may use them in line with our documentation and usage limits. 

9.8 During the Subscription Term you may retrieve, view, download, and export your Customer Data in the standard formats supported by the Software. 

9.9 We may modify, update, enhance, or replace features or functionality from time to time. We will not materially diminish the overall core functionality of the Software during your then-current Subscription Term without reasonable notice. 

9.10 We may, acting reasonably and on prior notice, monitor usage or conduct audits to verify compliance with Authorised User and Service User Seat limits. If usage exceeds subscribed limits, we may invoice additional Fees at our then-current rates or require an upgrade. We may suspend or limit access where there is a material breach, unremedied overage, or unpaid Fees; access will be reinstated once remedied and all sums are paid. 

9.11 Except as expressly licensed in this Clause 9, all rights in and to the Software and related Intellectual Property Rights are reserved. The Software is licensed, not sold. 

10. REGULATORY RESPONSIBILITY AND COMPLIAMCE

10.1 You acknowledge that your organisation is responsible for complying with all applicable laws and regulations governing the provision of social care services, including the Health and Social Care Act 2008 and CQC registration requirements, and any relevant local authority or commissioning standards. 

 10.2 You acknowledge and agree that Care Pathway Pro Ltd is not a registered care provider under the Health and Social Care Act 2008, and that the Software is not a regulated activity as defined by the CQC. The Software is provided as a compliance and management support tool only and does not constitute clinical decision-making, medical advice, or a substitute for professional judgement. 

10.3 The Software is designed to assist with compliance monitoring, record-keeping, and operational oversight. You remain solely responsible for: 

10.3.1 The quality, safety, and delivery of care to service users; 

10.3.2 Accuracy, completeness, and lawful use of all data entered into the Software; 

10.3.3 Compliance with all statutory notifications, record-keeping, and data retention duties generally and in relation to CQC Fundamental Standards; and 

10.3.4 Ensuring that all decisions made by your staff are based on professional judgement and current regulations. 

10.4 You must maintain appropriate internal policies, staff training, and governance arrangements to ensure that use of the Software supports (but does not replace) your regulatory compliance framework. 

10.5  You must notify us promptly of any regulatory investigation, enforcement action, or data breach relating to your use of the Software. 

10.6 Nothing in these Terms transfers or limits your legal or regulatory obligations. You agree to indemnify and hold Care Pathway Pro harmless against any claim arising from your organisation’s failure to comply with such obligations. 

11. 11. SUPPORT AND SERVICE LEVELS

11.1 We will provide technical and user support for the Software in accordance with our Service Level Agreement (“SLA”), which forms part of this Agreement and is available at https://carepathwaypro.co.uk/legal/namr (or such other URL as we may notify to you from time to time). 

11.2 We will use reasonable commercial efforts to meet the service levels and response targets described in the SLA. You acknowledge that these service levels are targets only and not guarantees, and that temporary interruptions may occur due to maintenance, updates, or circumstances beyond our reasonable control. 

11.3 Support does not include issues or interruptions arising from your Access Equipment, network, or internet connection; unauthorised modifications or use of the Software; third-party integrations not supplied or approved by us; or causes outside our reasonable control. 

11.4 We may amend the Service Level Agreement from time to time to reflect operational improvements or industry best practice, provided that any such change does not materially reduce the overall level of support during your current Subscription Term. Updated versions will be published on our website or otherwise notified to you in writing. 

11.5 If you believe that we have failed to meet the service levels set out in the SLA, you may raise the matter through our support escalation process or, if unresolved, under the dispute-resolution procedure in this Agreement. 

12. 12. DATA PROTECTION

12.1 Each party shall comply with its obligations under all applicable data-protection and privacy laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. 

12.2 You are the Controller of all personal data contained within your Customer Data. We act only as a Processor in relation to such data, processing it solely on your documented instructions and for the purposes of providing the Software and related services.
 

12.3 Our Data Processing Agreement (DPA) forms part of this Agreement and sets out the detailed subject matter, duration, nature, and purpose of processing, the types of personal data, and the categories of data subjects. The current version of our DPA is available at https://carepathwaypro.co.uk/legal/namr (or such other URL as we may notify to you from time to time).
We may update the DPA from time to time to reflect changes in applicable law, regulatory guidance, or the appointment of new subprocessors, provided that any such updates do not materially reduce your data-protection rights under this Agreement. 

13 SECURITY 

13.1 We maintain the administrative, technical, and physical safeguards designed to protect the Software and Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access.
 

13.2 These safeguards include, as appropriate:
(i) encryption of Customer Data in transit and at rest;
(ii) logical separation of Customer Data between Subscribers;
(iii) regular vulnerability testing and patch management;
(iv) continuous backup and disaster-recovery measures; and
(v) access controls, multi-factor authentication (where available), and strict least-privilege principles.
 

13.3 We are certified under, or operate in accordance with, recognised UK information-security standards (such as ISO 27001) and will maintain equivalent protections throughout the Subscription Term. 

13.4 You are responsible for implementing appropriate organisational and technical measures within your control—such as secure device use, network firewalls, and user-access management—to protect Customer Data before it enters or after it leaves the Software. 

13.5  You must ensure that all Authorised Users use strong passwords, enable multi-factor authentication where offered, and follow your internal security policies.
 

13.6 You remain responsible for promptly disabling access for individuals who no longer require it and for maintaining up-to-date endpoint protection on all devices used to access the Software. 

13.7 Each party shall notify the other without undue delay upon becoming aware of any confirmed or suspected unauthorised access, disclosure, or loss of Customer Data (“Security Event”). 

13.8 We will promptly investigate any Security Event affecting the Software, take appropriate remedial steps, and provide you with information reasonably necessary for you to meet your own legal or regulatory obligations, including any requirement to notify the ICO or Service Users. 

13.9 You are responsible for notifying any individuals, regulators, or third parties if and to the extent such notification is required by law. 

13.10 We host Customer Data on servers located within the United Kingdom or another jurisdiction ensuring an adequate level of protection under the UK GDPR.
 

13.11 Where any international transfer of Customer Data occurs, we shall ensure appropriate safeguards are in place, such as the UK International Data Transfer Addendum or other lawful transfer mechanism. 

13.12 We maintain regular back-ups of Customer Data and tested disaster-recovery procedures designed to restore availability and access in the event of a security or system incident. While we take all reasonable steps to ensure data integrity, you remain responsible for maintaining your own separate back-ups or exports of critical Customer Data as appropriate for your regulatory obligations. 

13.11 Upon expiry or termination of this Agreement, we shall:
(a) make Customer Data available for secure export for a minimum of thirty (30) days; and
(b) thereafter permanently delete all Customer Data from our systems, except to the extent retention is required by law or necessary for legitimate audit, security, or legal-defence purposes. 

13.12 On reasonable written request, we shall provide evidence of our security controls, certifications, or audit summaries sufficient to demonstrate compliance with this Clause 13. Where regulators (including the CQC or ICO) require access or assurance, we will cooperate with you in good faith to satisfy those obligations while maintaining confidentiality and system security. 

14 CONFIDENTIALITY 

14.1 Each party shall:
14.1.1 keep the other’s Confidential Information strictly confidential and not disclose it to any third party except to its employees, contractors, or advisers (“Authorised Representatives”) who need to know it for the purposes of this Agreement and are bound by equivalent duties of confidence; and
14.1.2 use the other’s Confidential Information solely to perform its obligations or exercise its rights under this Agreement. 

14.2 The Receiving Party may disclose Confidential Information if and to the extent required by law, court order, or regulatory authority (including the CQC or ICO), provided it gives prompt notice (where legally permitted) and cooperates to limit the disclosure. 

14.3 Upon termination or expiry of this Agreement, each party shall return or securely destroy the other’s Confidential Information on request, subject to any legal or regulatory retention requirements. 

15. 15. INTELLECTUAL PROPERTY

15.1 All Intellectual Property Rights in and to the Software, Documentation, APIs, underlying code, data structures, and related materials are and shall remain owned exclusively by Care Pathway Pro Ltd or its licensors. No title or ownership passes to you by virtue of this Agreement. 

15.2 The Software is licensed, not sold. Your rights are limited to the express licence granted in Clause 9. 

15.3 If you or your Authorised Users provide feedback, ideas, or suggestions about the Software, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback for any lawful purpose related to improving or developing our products and services, without obligation or attribution. 

15.4 Where the Software incorporates third-party components, those components remain the property of their respective owners and are licensed to you on the applicable third-party terms referenced in the Documentation or Order Form. 

15.5 You retain all rights, title, and interest in and to your Customer Data. We obtain no ownership rights except the limited right to host, process, and transmit such data solely as necessary to provide the Software and related support. 

15.6 You warrant that you have all necessary rights, consents, and lawful bases to upload and process Customer Data in the Software. 

15.7 We may generate and use data compiled or anonymised so it cannot identify any individual or organisation (“Aggregated Data”) for statistical analysis, service improvement, or benchmarking, provided such use complies with Clause 12 and 13 and applicable data-protection laws. 

13. WARRANTIES AND DISCLAIMERS

13.1 We warrant that:
13.1.1 the Software will substantially conform to its published Documentation and be provided with reasonable care and skill in accordance with good industry practice;
13.1.2 we will implement and maintain appropriate technical and organisational measures to protect Customer Data; and
13.1.3 we have and will maintain all rights, licences, and permissions necessary to perform our obligations under this Agreement. 

13.2 You warrant that:
13.2.1 you have full authority to enter into this Agreement;
13.2.2 you will comply with all applicable laws and regulatory requirements (including the Care Act 2014, the Health and Social Care Act 2008, the UK GDPR, and CQC regulations) in your use of the Software;
13.2.3 you will ensure that all Authorised Users use the Software in accordance with this Agreement and are competent and appropriately trained as required; and
13.2.4 you have all necessary rights, consents, and lawful bases to input and process Customer Data in the Software. 

13.3 Except as expressly stated in this Agreement, all warranties, conditions, or terms implied by statute, common law, or otherwise (including fitness for a particular purpose, satisfactory quality, or uninterrupted availability) are excluded to the fullest extent permitted by law. 

13.4 We do not warrant that:
13.4.1 the Software will be error-free, uninterrupted, or available at all times;
13.4.2 the Software will be compatible with all devices, configurations, or third-party systems; or
13.4.3 use of the Software will alone ensure compliance with your legal or regulatory obligations. 

13.5 You acknowledge that the Software is a management and record-keeping tool intended to support, not replace, your professional judgement and statutory responsibilities as a care provider. 

13.6 We do not provide medical, clinical, or legal advice. You remain solely responsible for all decisions relating to care delivery, safeguarding, and record-keeping, and for verifying the accuracy and appropriateness of any information entered into or produced by the Software. 

13.7 Nothing in this Agreement limits or excludes any warranty or condition that cannot lawfully be excluded under applicable law. 

14. LIMITATION AND LIABILITY

14.1 Nothing in this Agreement limits or excludes either party’s liability for:
14.1.1 death or personal injury caused by its negligence;
14.1.2 fraud or fraudulent misrepresentation; or
14.1.3 any other liability that cannot lawfully be excluded or limited. 

14.2 Subject to Clause 14.1, our total aggregate liability to you (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) arising out of or in connection with this Agreement shall not exceed the total Fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim. 

14.3 We shall not, under any circumstances, be liable to you (whether in contract, tort, negligence, or otherwise) for:
14.3.1 loss of profits, revenue, goodwill, or anticipated savings;
14.3.2 loss, corruption, or inaccuracy of data or information;
14.3.3 loss of business opportunity or reputation;
14.3.4 any indirect, consequential, or special loss or damage; or
14.3.5 any loss arising from your failure to train staff, maintain adequate internet connectivity, or comply with your legal and regulatory obligations as a care provider. 

14.4 You shall indemnify and keep us indemnified in full against all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or in connection with:
14.4.1 your or any Authorised User’s misuse of the Software or breach of this Agreement;
14.4.2 any claim or action by a third party (including a data subject, regulator, or CQC representative) arising from the processing of Customer Data in the Software where such claim arises from your acts or omissions; or
14.4.3 any failure by you to comply with applicable law, including the Care Act 2014, the Health and Social Care Act 2008, or the UK GDPR. 

14.4.4 any allegation by a third party that your data, content, or use of the Software infringes any intellectual-property right. 

14.5 We shall not be responsible for any unauthorised access to or loss of Customer Data arising from:
14.5.1 your failure to maintain security of Access Equipment or login credentials; or
14.5.2 actions or omissions of your Authorised Users. 

14.6 Our liability for any verified data breach caused by our negligence shall be limited in accordance with Clause 14.2. 

14.7 We maintain appropriate professional-indemnity, public-liability, and cyber-liability insurance to cover our operations as a SaaS provider and will provide evidence of such cover on reasonable request. 

15. TERMINATION

15.1 Either party may terminate this Agreement with immediate effect by written notice to the other if:
15.1.1 the other party commits a material breach of this Agreement and, if the breach is capable of remedy, fails to remedy it within thirty (30) days after receiving written notice requiring it to do so;
15.1.2 the other party repeatedly breaches this Agreement in a manner that reasonably indicates it no longer intends or is able to perform its obligations;
15.1.3 the other party becomes insolvent, enters administration, receivership, or liquidation, or ceases or threatens to cease trading; or
15.1.4 continuing the Agreement would cause a party to breach any applicable law or regulatory requirement (including data-protection or CQC compliance obligations). 

15.2 We may terminate this Agreement immediately on written notice if:
15.2.1 any Fees remain unpaid for more than thirty (30) days after the due date; or
15.2.2 you persistently exceed your subscribed Service User Seat or Authorised User limits and fail to rectify the excess within a reasonable period after notice in accordance with Clause 18. 

15.3 Any suspension of access exercised under this Agreement does not of itself terminate this Agreement. We may lift the suspension once the underlying issue is resolved, unless we choose to terminate under Clause 15.1. 

16. CONSEQUENCES OF TERMINATION (OR EXPIRY)

16.1 Upon termination, expiry, or non-renewal of the Subscription for any reason:
(a) your right to access and use the Software will immediately cease;
(b) we will retain Customer Data for up to thirty (30) days to allow you to export or request retrieval; after that period, we may securely and permanently delete or anonymise all Customer Data in accordance with applicable Data Protection Laws. 

(c) you must pay all Fees and charges accrued up to and including the termination or expiry date, including any Fees due for the remainder of the Initial Term if you terminate early other than for our material breach; 

(d) except where this Agreement is terminated by you for our material breach, no refunds or credits will be issued for any prepaid Fees; 

(e) each party shall promptly return or destroy all copies of the other party’s Confidential Information in its possession, except where retention is required by law; 

(f) At your written request made within thirty (30) days of termination, we may provide reasonable assistance to support data export or transition to another system. Any such assistance that exceeds the standard self-service data export functionality of the Software will be charged at our then-applicable professional service rates. 

(g) termination or expiry does not affect any rights, remedies, or liabilities that arose before the termination date; and 

(h) the termination, expiry, or non-renewal of this Agreement shall not affect any rights, obligations, or liabilities of either party which have accrued before that date, nor any provision of this Agreement which, by its nature or express terms, is intended to survive termination. Without limitation, this includes the provisions relating to confidentiality, data protection, intellectual property rights, fees and payment, warranties and disclaimers, limitation of liability, indemnity, governing law and jurisdiction, and the interpretation and definitions of this Agreement, all of which shall remain in full force and effect after termination or expiry. 

17. 17. FORCE MAJEURE

17.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) if and to the extent that such delay or failure results from any cause or circumstance beyond its reasonable control (a “Force Majeure Event”). 

17.2 Force Majeure Events include, without limitation: acts of God; flood, storm, fire, earthquake, or other natural disaster; epidemic or pandemic; war, terrorism, or civil disorder; strikes, lock-outs, or other industrial disputes (other than those involving the affected party’s own workforce); acts of government or regulatory authority; failure of utilities, power, or telecommunications; and interruption or failure of hosting, cloud, or internet service providers beyond the affected party’s reasonable control. 

17.3 The affected party shall:
(a) notify the other party in writing as soon as reasonably practicable of the Force Majeure Event, its expected duration, and the steps being taken to mitigate its effects; and
(b) use all reasonable endeavours to minimise delay and resume full performance as soon as reasonably possible. 

17.4 The corresponding obligations of the other party will be suspended to the same extent and for the same duration. 

17.5 If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement on written notice to the other without liability, except that you shall remain liable for all Fees accrued up to the effective date of termination. 

17.6 Nothing in this Clause 17 shall excuse or delay your obligation to pay any Fees that became due before the occurrence of the Force Majeure Event. 

18 NOTICES 

18.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:
18.1.1 delivered by hand or by pre-paid first-class post or other next working-day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
18.1.2 sent by email to the contact details specified below (or such other address or email as either party may notify to the other from time to time in accordance with this Clause 18). 

18.2 Notices to Care Pathway Pro Ltd shall be sent to:
 Registered Office: 124 City Road, London, EC1V 2NX
 Email: legal@carepathwaypro.co.uk / support@carepathwaypro.co.uk 

18.3 Notices to you shall be sent to the address and/or email address set out in your Order Form or as otherwise notified by you in writing. 

18.4 Any notice shall be deemed to have been received:
18.4.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
18.4.2 if sent by pre-paid first-class post or next working-day delivery service, at 9:00 am on the second business day after posting; or
18.4.3 if sent by email, at the time of transmission provided that no bounce-back or failure delivery notice is received, and if sent outside normal business hours, at 9:00 am on the next business day. 

18.5 This Clause 18 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

19. 19. GENERAL TERMS

19.1 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any of your rights or obligations under this Agreement without our prior written consent. We may at any time assign, transfer, mortgage, charge, declare a trust over, or deal in any other manner with any or all of our rights or obligations under this Agreement. 

19.2 No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives). 

19.3 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by either party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. 

19.4 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute either party as the agent of the other, or authorise either party to make or enter into any commitments on behalf of the other. Each party confirms it is acting on its own behalf and not for the benefit of any other person. 

19.5 Unless it expressly states otherwise, 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. 

19.6 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. 

19.7 If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision is deemed deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 

19.8 This Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between us, whether written or oral, relating to its subject matter. Each party agrees that it has not relied on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement, and that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement. 

19.9 In the event of any inconsistency between the provisions of this Agreement and any associated documents, the order of precedence set out in Clause 5 (Order of Precedence) shall apply. 

19.10 This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts together shall constitute one and the same Agreement. 

19.11 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 

19.12 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.