1. DEFINITIONS

    1. The following definitions and rules of interpretation shall apply to these Terms:

      Account means the account created through the Platform which allows you to manage the Services;
      Business Day means a day (other than a Saturday, Sunday or public holiday in England), when banks in London are open for business;
      Services means the one-time reminder service provided by CareCalls as detailed in the service level details section in the appendix of these terms
      CareCalls means CareCalls Limited, a company incorporated and registered in England and Wales with company number 06884886 whose registered office address is at Apt/Suite 134, Chynoweth House, Trevissome Park, Truro, TR4 8UN;
      Charges means the fees payable to CareCalls for the Services as published on knowledge base here and updated from time to time;
      Stakeholder means a person supporting the Receiver who will receive the services as detailed in the service level agreement;
      Intellectual Property Rights means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:(a) whether registered or not,
      (b) including any applications to protect or register such rights, including all renewals and extensions of such rights or applications,
      (d) whether vested, contingent or future; and
      (e) wherever existing;
      Losses means all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, ex gratia compensation payments, demands and legal and other professional costs (calculated on a full indemnity basis);
      Parties means you and CareCalls and party shall be construed accordingly;
      Platform means the online software platform developed by CareCalls which enables the Services to be provided;
      Privacy Policy means our privacy policy (click to view) as updated from time to time;
      Receiver means the person who receives the Services provided by CareCalls;
      Terms means these terms of service; and
      Service Level Agreement means the service levels as detailed in the service level details section in the appendix of these terms

    2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

    3. A reference to writing or written includes email.

    4. Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

  2. OUR TERMS

    1. These Terms constitute a legally binding agreement and govern the relationship between the Parties. These Terms apply to the Services, unless otherwise agreed in writing.
    2. References to we, us or our means CareCalls. References to you or your means the person purchasing the Services.

  3. SCOPE AND NATURE OF THE SERVICE

    1. The Services is provided in accordance with our Service Level Agreement and our Privacy Policy.
    2. We reserve the right to amend these Terms, if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services.
    3. We shall provide the Services using reasonable care and skill and in accordance with applicable law.
    4. The Services is provided on an “as-is” and “as available” basis and without warranties of any kind either express or implied. You assume all responsibility for accessing and using the Platform and for the particular Services you select in order to achieve your intended results.

  4. ACCOUNT REGISTRATION

    1. You must register for an Account through the Platform in order to implement the Services. You can register for an Account online.
    2. In order to set up the Services, you must include details of the Receiver, optionally you can include details for additional Stakeholder(s).
    3. You must ensure that you have obtained permission from the Receiver and any additional Stakeholder(s) (as applicable) before providing their information. You must also ensure that you provide accurate, current and complete information during the registration process and keep the Account and contact information up-to-date at all times.
    4. You must provide payment details within 30 days of setting up the Account. By accepting these Terms, you acknowledge and agree that you have permission to enter the payment details into the Account and that we are able to take payment of the Charges in accordance with clause 6.1.
    5. You must be at least 18 years old to access and use the Platform and purchase the Services. By agreeing to these Terms, you represent and warrant that you are 18 years old or older and have the legal capacity and authority to enter into these Terms.

  5. INTELLECTUAL PROPERTY RIGHTS

    1. All Intellectual Property Rights in and to the Platform, Services and any other materials provided to you which relate to them, are owned by and shall remain vested in CareCalls (CareCalls IPR).
    2. We grant you a non-transferable, non-exclusive, licence to use the CareCalls IPR for the provision of the Services and use of the Platform. You may not derive or attempt to derive the source code of all or any part of the Services or Platform, permit any third party to derive such source code, or reverse engineer, decompile, disassemble, or translate any part of the Services or Platform.
    3. You shall not grant sublicences, assign or otherwise transfer the rights granted in clause 7.2.
    4. CareCalls makes no representation or warranty as to the validity or enforceability of the CareCalls IPR nor as to whether the same infringes any Intellectual Property Rights of third parties.
    5. Except as expressly stated in these Terms, you do not have any rights to any patents, copyright, database right, trade secret, trade marks, or any other rights or licences in respect of the CareCalls IPR.
    6. All content available through the Platform, including (but not limited to) designs, text, graphics, images, information, software and other media, are the property of us or our licensors. You are not permitted to modified, copy, distribute, reproduce, republish, transmit or otherwise edit any of the information, in whole or part, other than expressly permitted by these Terms.
    7. If you:
      1. submit any ratings, reviews, information, data or other information through the Platform; or
      2. create any new data, information, content or any other materials through the Platform,

    you hereby grant us a royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable and sublicensable licence to use, reproduce, copy, adapt, modify, distribute, and/or incorporate such information into other works.

  6. YOUR OBLIGATIONS

    1. You shall not use the Services in a manner which damages our reputation, or which adversely affects the provision of the Services or Platform.
    2. You agree not to use the Services in any unlawful manner and in particular:
      1. defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (including rights of privacy and publicity) of others, including (but not limited to) the Receiver; or
      2. publish, post, upload, distribute or disseminate any inappropriate, defamatory, abusive, infringing, obscene, discriminatory or otherwise unlawful material.
    3. You are responsible for the content of the communications provided as part of the Services (the Content). You can manage the Content through the Account and we are not liable for the Content.
    4. We do not provide any medical advice or treatment as part of the Services. You must ensure that you consult a qualified professional prior to purchasing the Services for any health-related reminders. CareCalls is not responsible for the implementation of any treatment. You represent and warrant that you will only use the Services in order to manage medical treatment where this has been discussed with and agreed by a medical professional.

  7. DISCLAIMER

    1. We do not guarantee that our Services will be free from defects or disturbance or available at all times.
    2. We will use our best endeavours to ensure that the Services meets the Receiver’s requirements, but we do not guarantee that the communications provided as part of the Services will have the any particular effect or outcome.
    3. CareCalls is a telecommunications reminder and alert service and we disclaim all warranties, whether express or implied, relating to any desired results of the Services.

  8. DATA PROTECTION

    CareCalls respects your privacy. We process personal data in accordance with our Privacy Policy.

  9. LIABILTY

    1. By agreeing to these Terms, you represent and warrant that you have the authority and legal capacity to set up the Services on behalf of the Receiver. You shall indemnify CareCalls for any Losses incurred by CareCalls as a result of your use or the Receiver’s use of the Platform and/or Services.
    2. Subject to clause 12.3, in no event shall the aggregate liability of CareCalls (whether in contract, tort (including negligence) or otherwise) and in respect of all Losses arising under or in connection with these Terms exceed 100% of the Charges paid or payable in accordance with these Terms.
    3. Nothing in these Terms limits or excludes:
      1. death or personal injury;
      2. for fraud or fraudulent misrepresentation;
      3. anything which cannot be limited or excluded by law; and/or
      4. the indemnity set out at clause 11.1.

  10. CANCELLATION

    1. You can cancel the Services at any time by clicking the link your confirmation email or by calling CareCalls on +44 330 058 8244
    2. CareCalls reserves the right to terminate these Terms, suspend or restrict access to an Account or cancel the Services at any time, for whatever reason.
    3. Without affecting any other right or remedy available to it, either Party may terminate these Terms with immediate effect by giving written notice to the other Party if:
      1. the other Party commits a material breach of these Terms and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing to do so;
      2. the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the other Party’s financial position deteriorates to such an extent that in the terminating Party’s opinion the other Party’s capability to adequately fulfil its obligations under these Terms has been placed in jeopardy.
    4. Without affecting any other right or remedy available to it, CareCalls may terminate these Terms and/or restrict access to your Account and/or suspend or terminate the Services with immediate effect by giving you written notice:
      1. if you fail to pay any amount due under these Terms on the due date for payment; or
      2. if CareCalls becomes aware, or reasonably suspects, that you have breached your obligations set out in clause 8

  11. CONSEQUENCES OF TERMINATION

    1. On termination of these Terms, CareCalls shall restrict access to your Account and/or terminate the Services at CareCalls discretion, at the end of the relevant payment period. Involved stakeholders will be informed according to the ‘Suspension of service’ section within the SLA.
    2. Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination or expiry.

  12. CONFIDENTIALITY

    1. Each Party undertakes that it shall not at any time, and for a period of five years after termination of these Terms, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party, except as permitted by clause 14.2.
    2. Each Party may disclose the other Party’s confidential information:
      1. to its employees, officers, representatives, sub-contractors or advisers who need to know such information for the purposes of carrying out the Party’s obligations under these Terms. Each Party shall ensure that its employees, officers, representatives, sub-contractors or advisers to whom it discloses the other Party’s confidential information comply with this clause 14.2;
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority;
    3. Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under these Terms.

  13. GENERAL

    1. Neither Party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of their obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control.
    2. CareCalls may at any time assign, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms.
    3. You shall not assign, transfer, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms without the prior written consent of CareCalls.
    4. These Terms constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    5. Each Party acknowledges that in entering into these Terms it does not rely 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 these Terms.
    6. Subject to clause 3.2, no variation of these Terms shall be effective unless it is in writing and signed by the Parties.
    7. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
    8. Any notice given to a Party under or in connection with these Terms shall be in writing and shall be sent by post or email to the address listed on the Account.
    9. Any notice shall be deemed to have been received:
      1. if delivered by hand, on signature of a delivery receipt; or
      2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
      3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. For the purposes of this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    10. Unless it expressly states otherwise, these Terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.
    11. These Terms shall be governed by and construed in accordance with the law of England and Wales and subject to the exclusive jurisdiction of the English courts.

    Appendix

    Service level details