Terms of Service

This Subscription Agreement (“Agreement”) is entered into between:

WillMachi Limited (trading as Care-Meter), a company registered in England and Wales (Co. No. 14540910), registered address 8 Raite Green, Sittingbourne, Kent, ME10 5JY (“Care-Meter”, “we”, “us”, “our”); and

The care home operator named in the Care-Meter account registration (“Customer”, “you”, “your”).

Together referred to as “the parties”. This Agreement governs the Customer’s access to and use of the Care-Meter platform and services.

3.1 Licence

Subject to payment of the Fees and compliance with this Agreement, Care-Meter grants the Customer a non-exclusive, non-transferable, revocable licence to access and use the Services during the Term for the Customer’s internal care management operations at the care homes specified in the account registration.

3.2 Authorised Users

The Customer may permit Authorised Users to access the Services. The Customer is responsible for ensuring Authorised Users comply with this Agreement and for all actions taken by Authorised Users within the account. User numbers are not capped unless stated otherwise in the Order Form.

3.3 Account Security

The Customer must maintain the confidentiality of account credentials and ensure Authorised Users use strong passwords and MFA where required. Notify Care-Meter immediately at support@care-meter.co.uk on becoming aware of any unauthorised access.

3.4 Acceptable Use

The Customer must not, and must ensure Authorised Users do not:

• Use the Services for any purpose other than managing care records for residents of the Customer’s registered care homes
• Upload or input data relating to individuals who are not residents of, or employed by, the Customer’s care homes
• Attempt to circumvent, reverse-engineer, or tamper with any security or access control mechanism
• Make the Services available to any party that is not an Authorised User
• Upload content that is unlawful, offensive, or infringes any third-party rights
• Impose an unreasonable or disproportionate load on Care-Meter’s infrastructure

4.1 Nature of AI Assistance

Certain features use artificial intelligence to assist with classifying care notes, identifying potential risk indicators, supporting governance workflows, assisting with regulatory submissions, and surfacing operational information about staff to authorised managers. AI outputs are assistive only and are not care decisions, employment decisions, or regulatory determinations. The Customer and its Authorised Users remain solely responsible for all clinical, care, and employment decisions.

4.2 Meaningful Human Involvement

AI-generated classifications, risk scores, incident flags, and operational responses are presented for human review before being recorded as confirmed. The Customer must ensure a qualified manager reviews and approves AI-generated outputs before they are relied upon in any care decision, governance action, employment-related action, or regulatory submission. This human review is required for the Services to remain outside the scope of solely-automated decision-making under UK GDPR Articles 22A–22D (as amended by the Data (Use and Access) Act 2025), and constitutes a contractual obligation of the Customer.

4.3 Staff-Data Tools — Purpose Limitation

Where the Services surface staff personal data through the Copilot (operational visibility, training status, NMC revalidation status, supervisions due), the Customer agrees to use those tools only for operational visibility and statutory compliance evidencing under CQC Regulations 18 and 19 and, where applicable, NMC revalidation. The Customer agrees notto use those tools to evaluate individual employee performance, produce comparative staff rankings, inform disciplinary action, or feed automated decisions affecting an employee’s job. Care-Meter enforces this limitation at the code level via build-blocking safety evaluations; the Customer’s parallel contractual undertaking here ensures the limitation holds even where a user attempts to repurpose the tool.

5.1 Fees

The Customer agrees to pay the Fees set out in the Order Form or as displayed at account creation. Fees are per care home per month, exclusive of VAT, which will be applied at the applicable rate.

5.2 Billing

Fees are billed monthly in advance. The first payment is due on the Activation Date; subsequent payments on the same date each month.

5.3 Free Trials

Where Care-Meter offers a free trial, no payment is taken during the trial period. At the end of the trial, the subscription begins automatically unless cancelled before expiry. A reminder will be sent before any charge is made.

5.4 Price Changes

Care-Meter will provide at least 30 days’ written notice of any price increase. If the Customer does not accept the new Fees, it may cancel before the change takes effect per clause 12.2.

5.5 Late Payment

If any amount is not received within 14 days of the due date, Care-Meter may: (a) charge interest at 4% per annum above the Bank of England base rate; and (b) suspend access after 7 days’ written notice until payment is received.

6.1 Data Processing

Care-Meter processes personal data (including special-category health data) on behalf of the Customer as data processor. The terms governing this processing are set out in the Care-Meter Data Processing Agreement, accepted separately during onboarding and forming part of this Agreement.

6.2 Customer Data Ownership

All Care Home Data remains the property of the Customer. Care-Meter acquires no rights in Care Home Data except as necessary to provide the Services and as set out in the DPA.

6.3 Anonymised and Aggregated Data

Care-Meter may process aggregated, fully and irreversibly anonymised data derived from use of the Services for the purpose of improving the operation, accuracy, and reliability of the Services. Such data does not contain personal data within the meaning of UK GDPR.

Care-Meter does not use Customer Data, including in anonymised or pseudonymised form, to train third-party artificial intelligence or machine-learning models, and contractually requires its sub-processors to do the same. AWS Bedrock does not use customer prompts or responses to train its underlying models.

7.1 Care-Meter IP

Care-Meter, including its software, algorithms, design, documentation, and all other components, is the intellectual property of WillMachi Limited and is protected by UK copyright, trade mark, and other intellectual property laws. Nothing in this Agreement transfers any IP rights to the Customer.

7.2 Customer IP

Care Home Data remains the Customer’s intellectual property. The Customer grants Care-Meter a non-exclusive licence to process Care Home Data solely as required to provide the Services.

8.1 Availability

Care-Meter will use reasonable endeavours to make the Services available 24 hours a day, 7 days a week, except for: (a) scheduled maintenance (48 hours’ notice where possible); and (b) circumstances beyond its reasonable control.

8.2 Support

Support is available at support@care-meter.co.uk. Care-Meter will use reasonable endeavours to respond within one business day.

8.3 Changes to the Service

Care-Meter may modify, add, or remove features. For material changes, at least 14 days’ notice will be given by email and via a prominent in-platform notice before changes take effect. Previous versions of these Terms are available on request from legal@care-meter.co.uk.

9.1 Our Warranties

Care-Meter warrants that: (a) it has the right to grant the licences in this Agreement; (b) the Services will be provided with reasonable skill and care; and (c) it will maintain appropriate technical and organisational security measures as required by UK GDPR.

9.2 Customer Warranties

The Customer warrants that: (a) it has authority to enter this Agreement; (b) it is a registered provider of adult social care regulated by the CQC; (c) it will use the Services in compliance with all applicable laws; and (d) it has obtained any necessary consents for the personal data it uploads.

9.3 Disclaimer

Except as expressly stated, the Services are provided “as is”. Care-Meter does not warrant the Services will be uninterrupted or error-free, or that their use will guarantee any particular CQC rating or regulatory outcome.

10.1 Exclusions

Neither party excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by applicable law.

10.2 Liability Cap

Subject to clause 10.1, WillMachi Limited’s total aggregate liability to the Customer, whether in contract, tort, breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Customer in the 12 months preceding the event giving rise to the claim.

10.3 Excluded Losses

Subject to clause 10.1, Care-Meter shall not be liable for: (a) loss of profits, revenue, or business; (b) loss of data, except as required by the DPA; (c) loss of goodwill or reputation; (d) any CQC enforcement action or rating downgrade; (e) indirect or consequential loss, in each case whether or not foreseeable.

The Customer agrees to indemnify, defend, and hold harmless WillMachi Limited and its directors, officers, employees, and agents from and against all claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) the Customer’s breach of this Agreement or any applicable law; (b) any Care Home Data uploaded to the Services; (c) the Customer’s infringement of any third-party right; or (d) any claim by a resident or their representative arising from the Customer’s use of the Services.

This indemnification does not apply to claims arising from Care-Meter’s own negligence, fraud, or breach of applicable law.

12.1 Term

This Agreement commences on the Activation Date and continues for the initial Term, then renews automatically for successive periods of the same length unless terminated.

12.2 Termination for Convenience

Either party may terminate at the end of the then-current Term by giving not less than 30 days’ written notice before the end of that Term.

12.3 Termination for Cause

Either party may terminate with immediate effect if the other: (a) commits a material breach incapable of remedy, or fails to remedy a breach within 30 days of notice; (b) becomes insolvent or ceases to trade.

12.4 Effect of Termination

On termination: (a) all licences cease immediately; (b) access to the Services is suspended; (c) Care-Meter retains Care Home Data for 30 days for export; (d) after 30 days, data is deleted or returned per the DPA; (e) accrued payment obligations survive termination.

Care-Meter may update these Terms. For material changes, at least 14 days’ notice will be given by email and via a prominent in-platform notice before changes take effect. Continued use after the effective date constitutes acceptance. Previous versions are available on request from legal@care-meter.co.uk.

Each party agrees to keep confidential all non-public information of the other party disclosed in connection with this Agreement, using it only for the purposes of this Agreement. This obligation does not apply to information that is publicly available, was already known, or must be disclosed by law. The obligation survives termination for 3 years.

15.1 Internal Process

If you are unhappy with any aspect of Care-Meter, please email support@care-meter.co.uk with details of your complaint. We will acknowledge within 2 working days and aim to resolve within 14 working days. If not satisfied, escalate to legal@care-meter.co.uk.

15.2 Alternative Dispute Resolution

The parties agree to attempt to resolve any dispute by good-faith negotiation between authorised representatives within 30 days of one party giving written notice of the dispute to the other. If the dispute is not resolved within that period, either party may propose mediation through a CEDR or similarly recognised commercial mediation service before commencing court proceedings.

15.3 ICO

For data protection disputes, you may contact the ICO at any time: ico.org.uk/make-a-complaint or 0303 123 1113.

16.1 Entire Agreement

This Agreement, together with the Data Processing Agreement accepted during onboarding, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements and representations.

16.2 Severability

If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary or severed if modification is not possible. All remaining provisions shall remain in full force.

16.3 Waiver

No failure or delay in exercising any right shall operate as a waiver of that right, nor shall any partial exercise preclude further exercise of any right.

16.4 Force Majeure

WillMachi Limited shall not be liable for any failure or delay caused by circumstances beyond its reasonable control, including acts of God, pandemic, government restrictions, cyberattacks on third-party infrastructure (including AWS), industrial action, or telecommunications failures. WillMachi Limited will notify the Customer as soon as reasonably practicable of any such event.

16.5 Assignment

The Customer may not assign its rights or obligations without Care-Meter’s prior written consent. WillMachi Limited may assign its rights to an affiliate, successor entity, or acquirer of substantially all its assets, with reasonable notice.

16.6 Third-Party Rights

This Agreement does not create any rights in favour of third parties under the Contracts (Rights of Third Parties) Act 1999.

16.7 Notices

Notices to WillMachi Limited must be sent to legal@care-meter.co.uk or by post to the registered address. Notices to the Customer will be sent to the registered account email. Email notices are effective when sent; postal notices when received.

16.8 Governing Law and Jurisdiction

This Agreement is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, except that consumers resident in Scotland may bring proceedings in the Scottish courts; consumers resident in Northern Ireland may bring proceedings in the Northern Irish courts. Nothing prevents either party from seeking emergency injunctive relief in any court of competent jurisdiction.