Terms of Service

These Terms of Service govern your use of the software operated by Optix Compliance, a business operating in England and Wales ("we", "us", "our").

They apply to CareOptix. Product-specific terms are in Schedule 2, which prevails over the body of these Terms where they conflict.

These Terms, together with your Order Form, the Data Processing Agreement, the Acceptable Use Policy and the Privacy Policy, form the entire agreement between us.

By subscribing to, accessing or using a product, you agree to these Terms. If you are entering into this agreement on behalf of an organisation, you confirm you have authority to bind it.

These Terms are for business customers only. The products are not offered to consumers.

• Authorised User — any individual you permit to access the product, including your employees, workers, contractors and, where the product allows, your own clients or subcontractors.
• Customer Data — all data, records, documents and content you or your Authorised Users upload to, generate in, or transmit through the product.
• Order Form — the subscription confirmation issued at checkout or in writing, specifying the product, the Subscription Term and the Fees.
• Subscription Term — the period stated in your Order Form, beginning on the Start Date.
• UK GDPR — the retained EU General Data Protection Regulation as it forms part of UK law, read with the Data Protection Act 2018.

Subject to your payment of the Fees and compliance with this agreement, we grant you a non-exclusive, non-transferable, revocable licence to access and use the product during the Subscription Term for your internal business purposes.

Unless your Order Form says otherwise, your licence permits an unlimited number of Authorised Users and an unlimited number of the records described for that product in Schedule 2. Accounts are free; we do not price per seat.

You are responsible for all activity under your account, including the acts and omissions of your Authorised Users.

Fair use: the unlimited licence is intended for a single organisation or corporate group. We may apply reasonable limits on storage, file sizes and request rates, and will publish any such limits. If your usage materially exceeds normal usage for a customer of your size and is degrading service for others, we will contact you to agree a solution before taking any restrictive action.

You may not resell, sublicense, white-label or provide the product as a service to third parties without our prior written agreement. Permitting your own clients or subcontractors to access the product, where the product is designed for that, is not resale.

You must:

• keep account credentials secure, and require your Authorised Users to do the same
• notify us without undue delay if you become aware of unauthorised access to your account
• ensure your Customer Data is accurate and that you have the legal right to upload it
• comply with the Acceptable Use Policy, and ensure your Authorised Users do
• obtain and maintain the equipment and connectivity needed to access the product

You must not:

• copy, modify, reverse-engineer, decompile or create derivative works from the product, except so far as that restriction cannot lawfully be excluded
• attempt to gain unauthorised access to the product, its infrastructure, or another customer's data
• use the product to build a competing product or service
• remove or obscure any proprietary notice
• use automated means to extract data other than through our documented interfaces

This clause is important. Please read it carefully.

Our products are software tools that help you record, organise and report on information relevant to your regulatory obligations. They are not a substitute for your own compliance function, professional judgement, legal advice or regulatory duties.

We do not warrant, represent or guarantee that:

• your use of a product will achieve or maintain compliance with any law, regulation, standard, inspection regime or code of practice
• any output, report, template, form, checklist, calculation or design produced by a product is accurate, complete, current or fit for submission to any regulator or third party
• any content within a product reflects the current state of any law, regulation or industry standard

You remain solely responsible for:

• meeting your obligations to your regulator, including those illustrated in Schedule 2
• reviewing, verifying and approving all records, reports, designs, assessments and submissions before use or submission
• retaining records for the periods required by law, independently of the product
• the decisions you take on the basis of information in the product

Where a product produces a technical output — including scaffold designs, load calculations, risk assessments, maintenance schedules or inspection records — that output must be reviewed and approved by a competent person, as defined by the applicable regulatory framework, before it is relied upon.

Nothing in a product constitutes legal, regulatory, safety, engineering, clinical, financial or professional advice.

Fees are set out in your Order Form and are payable annually in advance, in pounds sterling, unless otherwise agreed in writing.

Payments are processed by Stripe. We do not store your full card details. We sell the product in our own name; Stripe acts solely as our payment processor, not as a merchant of record.

Your subscription renews automatically for successive periods equal to the initial Subscription Term, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

We may change Fees for a renewal term by giving you at least 60 days' written notice before the renewal date. If you do not accept the change, you may give notice of non-renewal.

All Fees are exclusive of VAT, which will be added at the applicable rate. Fees are non-refundable except as expressly stated in this agreement or as required by law; we do not provide refunds or credits for partial periods, unused capacity, or periods during which you chose not to use the product.

If an invoice is not paid when due, we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 and, on 14 days' written notice, suspend your access until payment is received.

We will use commercially reasonable efforts to make the product available 99.5% of the time in each calendar month, excluding: planned maintenance, for which we will give at least 48 hours' notice where practicable and which we will schedule outside UK business hours where practicable; emergency maintenance; failures of your equipment or internet connection; failures of third-party services outside our reasonable control; and suspension under clause 6 or 12.

Support is provided by email during UK business hours, 9am to 5pm Monday to Friday, excluding English public holidays. Target response times are set out in your Order Form or, if not stated, are one business day for standard enquiries.

We do not currently offer service credits for missed availability targets.

As between you and us, you own all right, title and interest in Customer Data. We claim no ownership of it.

You grant us a licence to host, copy, transmit, display and process Customer Data solely to provide the product, provide support, and meet our obligations under this agreement.

We process personal data within Customer Data as a processor on your instructions. The Data Processing Agreement governs that processing and forms part of this agreement.

We do not use Customer Data to train, fine-tune, evaluate or develop any machine learning or artificial intelligence model, and we do not sell, licence or disclose Customer Data to third parties except as set out in the Data Processing Agreement.

We maintain backups of Customer Data. Backups are a disaster recovery measure and are not a substitute for your own record-keeping; you remain responsible for exporting and retaining records you are legally required to keep.

We may generate and use anonymised, aggregated statistical data derived from use of the products, provided it cannot identify you, any Authorised User or any individual.

We and our licensors own all intellectual property rights in the products, including all software, designs, documentation, templates, interfaces and branding. Nothing in this agreement transfers any of them to you other than the licence in clause 3.

If you provide feedback or suggestions, we may use them without restriction or obligation to you.

Each party will keep the other's confidential information confidential, use it only to perform this agreement, and disclose it only to those of its personnel and advisers who need it and are bound by equivalent obligations.

This does not apply to information that is public through no breach of this clause, was lawfully known before disclosure, is independently developed, or must be disclosed by law or a regulator — in which case the disclosing party will notify the other where lawful to do so.

These obligations survive termination for 5 years, and indefinitely for personal data.

We warrant that we will provide the product with reasonable skill and care, and that we have the authority to enter into this agreement.

You warrant that you have all necessary rights, consents and lawful bases to upload Customer Data and to instruct us to process it.

Except as expressly stated in this agreement, and to the fullest extent permitted by law, all warranties, conditions and terms implied by statute or common law are excluded. The product is provided on an "as is" and "as available" basis. We do not warrant that it will be uninterrupted, error-free, or that it will meet your specific requirements.

We may suspend your access immediately if we reasonably believe your use presents a security risk to the product or to other customers; if your use breaches the Acceptable Use Policy in a material way; if we are required to do so by law or a competent authority; or if Fees remain unpaid under clause 6.

We will notify you of any suspension and the reason for it, limit it to the narrowest scope reasonably necessary, and restore access promptly once the cause is resolved.

Nothing in this agreement limits or excludes either party's liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or any other liability that cannot lawfully be limited or excluded.

Subject to that, neither party is liable for loss of profit, revenue, anticipated savings, business or business opportunity; loss of goodwill; regulatory fines or penalties imposed on the other party; or any indirect or consequential loss.

Subject to that, each party's total aggregate liability arising out of or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total Fees paid or payable by you in the 12 months immediately preceding the event giving rise to the claim. This does not apply to your obligation to pay Fees.

You acknowledge that the Fees reflect the allocation of risk in this clause, and that the limits are reasonable in those circumstances.

We will indemnify you against damages finally awarded against you by a court of competent jurisdiction arising from a third-party claim that your permitted use of the product infringes that third party's UK intellectual property rights, provided you notify us promptly, give us sole control of the defence, and provide reasonable assistance.

That indemnity does not apply where the claim arises from Customer Data, your breach of this agreement, use of the product in combination with anything not supplied by us, or use of a version other than the current one where the infringement would have been avoided by using the current version.

If the product becomes, or we believe it may become, the subject of such a claim, we may at our option procure the right for you to continue using it, modify it so it is non-infringing, or terminate the affected subscription and refund Fees for the unexpired part of the Subscription Term.

You will indemnify us against all losses, damages, costs and expenses arising from any third-party claim relating to Customer Data, including any claim that our processing of it on your instructions breaches data protection law or infringes any third-party rights.

This agreement begins on the Start Date and continues for the Subscription Term, renewing under clause 6 until terminated.

Either party may terminate immediately by written notice if the other commits a material breach that is not remediable, or is remediable but is not remedied within 30 days of written notice; or becomes insolvent, enters administration, has a receiver appointed, or ceases or threatens to cease to carry on business.

On termination or expiry:

• your licence ends and access is withdrawn
• you must pay all Fees due up to the effective date of termination
• you may export Customer Data at any time during the Subscription Term, and for 30 days after termination or expiry
• after that 30-day period we will delete Customer Data in accordance with the Data Processing Agreement
• clauses 8, 9, 10, 11, 13, 14, 16 and 17 survive

If we terminate for your material breach, no refund is due. If you terminate for our material breach, we will refund Fees for the unexpired part of the Subscription Term on a pro-rata basis.

During the Subscription Term, and for 30 days after it ends, you may export Customer Data through the product's export function. Standard formats are CSV for structured records and the original file format for uploaded documents; where a product generates PDF records, those are available as PDF.

Exports are self-service and free. We may charge a reasonable fee, agreed in advance, for bespoke extraction, migration assistance, or extraction outside the 30-day window.

Export a full copy of your records before the end of any Subscription Term. After the 30-day period the data is deleted and cannot be recovered.

Changes: we may update these Terms. For changes that materially reduce your rights or increase your obligations, we will give at least 30 days' notice, and the change will apply from your next renewal date. Other changes take effect when published.

Notices to us must be sent to legal@optixgroup.co.uk and, for termination notices, also by post to our registered office. Notices to you will be sent to the email address on your account.

You may not assign this agreement without our written consent, not to be unreasonably withheld. We may assign it to a group company or in connection with a merger, acquisition or sale of assets. We may subcontract our obligations, remaining responsible for our subcontractors' performance.

Neither party is liable for failure to perform caused by events beyond its reasonable control, provided it notifies the other and uses reasonable efforts to mitigate. If the event continues for more than 60 days, either party may terminate on written notice.

A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999. This agreement supersedes all previous agreements and understandings; neither party relies on any statement not set out in it, which does not limit liability for fraudulent misrepresentation. If any provision is held invalid, the rest continues in force. Failure to enforce a right is not a waiver of it. Nothing creates a partnership, joint venture or employment relationship.

This agreement and any dispute arising from it is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

For each product, "unlimited units" defines the records covered by the licence in clause 3.2. "Your regulatory responsibilities" is a non-exhaustive illustration of the obligations that remain yours under clause 5.4 — it is a prompt, not a checklist, and it is not legal advice.

CareOptix

Unlimited units: Homes, young people's records, staff records and rotas.

Your regulatory responsibilities: Children's Homes (England) Regulations 2015; Care Standards Act 2000; Ofsted registration, inspection and notification duties; Working Together to Safeguard Children; statutory record-retention periods; and the duties of the Registered Manager.

You remain responsible for all safeguarding decisions and for making statutory notifications to Ofsted and other agencies within the required timescales. The Product does not make notifications on your behalf.