ONCARE TERMS AND CONDITIONS

Last updated – 6th January 2020

1. Information about OnCare

1.1 Who we are. We are OnCare Technologies Limited (“OnCare” / “we”, “us” / “our”) a company incorporated in England with company number 10676253, and a registered office address at The Space Liverpool Street, 14 New Street, London, EC2M 4HE.

1.2 What we do. We own, operate and manage the domain weareoncare.com (our “website”), the OnCare web application (our “web app”) and the OnCare smartphone app (our “app”). We refer to our website, web app and app collectively as the “OnCare platform”.

1.3 Who the OnCare platform is for: The OnCare platform is designed for the following groups:

(A) “Agency” or “Agencies”, meaning organisations providing care visits and/or social care services which are carried out by Care Workers.

(B) “Care Workers”, meaning individuals carrying out care visits and/or social care services to Clients on behalf of an Agency.

(D) “Family Members” meaning the family members, (plus friends, neighbours and other third parties) of a Client who have been explicitly approved by that Client to be given access to a Family Member Profile, with such approval being communicated by the Client to their Agency. For the avoidance of doubt, it is the responsibility of an Agency to capture and document all such consent given by Clients in relation to approving Family Members.

1.4 What the OnCare platform does: The OnCare platform has the following functionality:

(A) enabling Agencies to administer, manage and monitor the care visits and/or social care services carried out by their respective Care Workers;

(B) enabling Care Workers to create Care Visit Reports. A “Care Visit Report” means a report created by a Care Worker which contains details of that Care Worker’s care visit to a Client, with such report being accessible via the OnCare platform); and

1.5 You will need to be a registered user to gain full access to the OnCare platform. Certain features of the OnCare platform are only available to users who have registered in accordance with clause 5.

1.6 Under 18s are not permitted. Access to or use of the OnCare platform by anyone under the age of 18 is expressly prohibited. By accessing or using the OnCare platform you represent and warrant that you are aged 18 or older.

2. OnCare Terms

2.1 Use of the OnCare platform is subject to these terms. Your use of any part of the OnCare platform (whether in the capacity of an Agency, Care Worker, Family Member or otherwise) is subject to these terms & conditions (“T&Cs”). Please read these T&Cs carefully. By using any part of the OnCare platform you will be deemed to have accepted these T&Cs in full and you agree to abide by them regardless of whether or not you are registered on the OnCare platform. Note that clause headings shall not affect the interpretation of these T&Cs. If you do not agree to these T&Cs, please refrain from using any part of the OnCare platform, and leave the OnCare platform immediately.

2.2 There are other terms that may apply to you. These T&Cs also refer to the following terms, which also apply to use of the OnCare platform:

(A) OnCare Privacy Policy (see clause 8 below); and

(B) OnCare Customer Payment Terms, which includes a Direct Debit mandate. (Note the Customer Payment Terms do not apply to Care Workers or Family Members, unless otherwise agreed in writing.)

(C) OnCare Data Processing Terms (see clause 8 below), which govern our processing of personal data on behalf of each Agency (Note the data processing terms only apply between OnCare and each Agency).

If there is any conflict between these T&Cs and any of the terms listed above, these T&Cs will take precedence.

2.3 These T&Cs may get updated. We may revise these T&Cs at any time by posting an update on this page. Your continued use of the OnCare platform after any such change constitutes your acceptance of the new T&Cs and they will be binding on you. You should therefore check this page from time to time to review the current version of the T&Cs. We will endeavour to notify you of substantive changes to these T&Cs. These T&Cs were most recently updated on the date set out at the top of this page.

2.4 Compliance of Care Workers and Family Members. If you are an Agency, you warrant that all respective Care Workers and/or Family Members that you provide with access to the OnCare platform will each be required to comply in full with these T&Cs.

3. OnCare Service

3.1 We provide software. The service provided by OnCare consists solely of the provision of access to the OnCare platform.

3.2 OnCare does not provide any care visits or social care services and OnCare is not subject to regulation by the Care Quality Commission or any other body regulating such care visits or social care services.

4. Services Provided by Care Workers and Agencies

4.1 Provision of care services. All care visits and/or social care services are carried out by individual Care Workers on behalf of their respective Agencies.

4.2 If you provide care services. If you are Care Worker or an Agency using the OnCare platform, you represent and warrant to OnCare that all care visits and/or social care services you provide will comply with (i) all applicable legal and regulatory requirements; and (ii) all applicable guidance and regulation issued by the Care Quality Commission (or any other body regulating care visits and/or social care services).

4.3 OnCare is not responsible for care visits or social care services. You acknowledge that OnCare is not responsible for and does not control the carrying out of any care visits and/or social care services. OnCare has no obligation to monitor or review such care visits and/or social care services and OnCare does not endorse or make any representation or warranty in relation to such care visits and/or social care services carried out by any Care Worker or their respective Agency.

4.4 Vetting. It is the responsibility of Agencies, and not OnCare, to vet all Care Workers (including but not limited to: (i) screening for any previous criminal records; (ii) checking all qualifications; (iii) checking all employment records; (iv) assessing suitability to carry out care visits and/or social care visits; and (v) any additional vetting procedures required in accordance with clause 4.2).

5. Registration and Profile Types

5.1 Register for full functionality. To access certain functionality of the OnCare platform, you are required to be registered with OnCare. When you register with us, you agree to provide accurate and complete profile information about yourself as prompted by the relevant registration form.

5.2 Certain features require paid membership. If you are an Agency, you will be required to enter into separate Customer Payment Terms with OnCare for continued access to the OnCare platform.

5.3 Keep your information updated. You will ensure that all profile information you provide is kept updated. Agencies shall notify OnCare immediately of any changes to the Agency’s contact details. Care Workers and FamilyMembers shall notify their respective Agency immediately of any changes to contact details.

5.4 There are different types of user profiles. The OnCare platform provides different functionality for each type of user profile. The types of user profile are set out below:

(A) “Office Staff Profile” means a profile which permits Agencies to access the OnCare platform. Office Staff Profiles shall be created on behalf of an Agency with individual Office Staff Profiles being created for individual employees and/or staff members of that Agency.

(B) “Care Worker Profile” means a profile which permits Care Workers to access the OnCare platform, with individual Care Worker Profiles being created by an Agency on behalf of individual Care Workers.

(C) “Family Member Profile” means a profile which permits Family Members to access the OnCare platform and view/interact with information relating to a specific Client. Family Member Profiles are created by an Agency on behalf of the Family Member.

6. Accessing the OnCare Platform

6.1 We can revoke your login credentials. We have the right to immediately revoke the licence granted in clause 7.2 including disabling your login credentials, if in our sole opinion you have failed to comply with any provision of these T&Cs.

6.2 We are entitled to monitor use of the OnCare platform. We do not generally monitor individual user activity, however OnCare is entitled to monitor and/or review use of the OnCare platform by any user. If OnCare becomes aware of any possible violations by any user of any provision of these T&Cs, we reserve the right to investigate such violations.

6.3 The OnCare platform may occasionally be unavailable. OnCare endeavours to ensure the platform is available, however OnCare does not guarantee that the OnCare platform, or any content on it, will always be available or uninterrupted and we will not be liable for any reason if the OnCare platform is unavailable at any time or for any period. Access to the OnCare platform may be suspended temporarily in the case of system failure, maintenance or repair for any reason. If OnCare anticipates or experiences prolonged downtime, OnCare will endeavour to provide reasonable notice of such downtime to impacted users and use reasonable endeavours to minimise such downtime.

6.4 Sometimes features may be restricted. From time to time, we may for any reason restrict access to some or all of the OnCare platform.

6.5 You may need to configure your device. You are responsible for configuring the device you use to access the OnCare platform. If you are an Agency or Family Member, this means using the latest version of either Chrome, Safari, Edge or Firefox via a reliable internet connection and on an operating system (Windows or macOS) that is still being supported for security updates by its creators. If you are a Care Worker, this means ensuring you use a smartphone running a current version of the iOS or Android operating systems, and ensuring you install the latest software updates to our app when they become available.

6.6 The OnCare platform is designed for users in the UK. The OnCare platform is directed to people residing in the United Kingdom. We do not represent that content available on or through the OnCare platform is appropriate for use or available in other locations.

6.7 Do not share your login credentials. You must treat your login credentials as confidential information. Sharing your login credentials with any other person or making them available to multiple users on a network is strictly prohibited. Accordingly, you agree to:

(A) the security of your login credentials and be fully responsible for all use of the OnCare platform made using such login credentials;

(B) contact us immediately if you suspect or become aware of any unauthorised use of your login credentials or any other breach of the OnCare platform’s security by contacting us and providing details of the unauthorised use or other breach; and

6.8 No liability for unauthorised use of your login credentials. OnCare accepts no liability for any losses, damages or costs arising from or in relation to your failure to comply with clause 6.7.

7. Intellectual Property Rights

7.1 We own or license everything on the OnCare platform. OnCare (and our licensors as applicable) is the owner or the licensee of all intellectual property rights in the OnCare platform, including all content published on the OnCare platform, including but not limited to all trademarks, copyrights, database rights and other intellectual property rights of any nature and all underlying software code. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

7.2 Licence. As long as you comply in full with both these T&Cs and any other agreement referenced within these T&Cs, OnCare grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the OnCare platform.

7.3 Do not copy or attempt to sell the OnCare platform content. You must not scrape, extract, sell or offer for sale any part of the OnCare platform content. You agree not to use, or cause to be used, any manual or automated program, tool, or process, (including any scraper or spider robot), to extract, scrape, data mine, transmit, or publish, any part of the OnCare platform.

7.4 Do not distribute the OnCare platform content. Unless specifically authorised in writing by us, or as part of the normal day to day Agency operations envisaged under these T&Cs, you agree not to distribute, reproduce, modify, store, transfer, or recirculate to any third party or in any other way use any of the OnCare platform content including as part of any database (electronic or otherwise), library, archive, website or similar service.

7.5 Do not interfere with any trademarks or copyright. You will not remove any trade mark or copyright notices from any content on the OnCare platform.

7.6 Data submitted to the OnCare platform. By sharing any data with OnCare (as further described in our Privacy Policy), you: (i) grant OnCare a perpetual, worldwide, non-exclusive, royalty free, transferable licence to use such data for the purpose of providing the OnCare platform, including but not limited to displaying, copying, editing, and creating derivative data relating to such data; and (ii) warrant to OnCare that you have all necessary rights and consents in place to collect and submit such data to the OnCare platform and associated servers.

7.7 Derivative works. OnCare shall own all intellectual property in any derivative works created by OnCare from data you share with OnCare or submit or upload as a result of using the OnCare platform and you waive any moral rights that you may have in any such data.

7.8 We do not sell Care Visit Reports. For the avoidance of doubt, OnCare does not sell to third parties the contents of any Care Visit Reports or any personal data relating to care visits and/or social care services received by a Client.

8. Data Protection

8.1 These OnCare Terms and Conditions incorporate the OnCare Data Processing Terms, available here, when the GDPR applies to the processing of personal data on the OnCare platform.

8.2 Our Privacy Policy. We have a privacy policy (“Privacy Policy”) which you can access here. We strongly recommend that you read our Privacy Policy, and any privacy policy provided to you by the Care Agency prior to using the OnCare platform. Any personal data we collect through your use of the OnCare platform will only be used in accordance with those policies.

8.3 Technical data. By using our website, you agree to us collecting and using technical information about the device(s) you access the OnCare platform on and related software and hardware to improve the OnCare platform.

8.4 Data you provide must be accurate. You warrant that all data (including personal data) provided by you is accurate and up to date.

9. User Generated Content

9.1 Do not publish offensive content on the OnCare platform. You will not publish or disseminate material that infringes or may infringe the rights (including intellectual property rights) of any individual, entity or other third party or that is unlawful, threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, that may cause annoyance or inconvenience or may restrict or inhibit the use of the OnCare platform by any user or that constitutes or encourages conduct which may be considered a criminal offence or give rise to any civil liability in any jurisdiction.

9.2 Treat other users of the OnCare platform with respect. You are responsible for any data that you submit to the OnCare platform, including but not limited to any communications with or related to other users of the OnCare platform. If you submit any offensive data to the OnCare platform (including as listed in clause 9.1) OnCare reserves the right at OnCare’s sole discretion to disable your login credentials in accordance with clause 6.1.

9.3 No spamming. Do not publish or disseminate unsolicited or unauthorised advertisements or promotional materials (including junk mail, spam etc.) to any other user of the OnCare platform.

9.4 Do not do anything to bring us into disrepute. You will not publish or disseminate any material that brings or may bring OnCare into dispute or disrepute or in any way damages the standing or reputation of OnCare or the OnCare platform.

10. Care Visit Reports

10.1 OnCare is not responsible for the content of Care Visit Reports. Care Visit Reports represent the subjective opinions of Care Workers. OnCare is not responsible for the content of Care Visit Reports. OnCare does not provide any input or review regarding the content of Care Visit Reports and OnCare does not provide any guarantees, conditions or warranties regarding the accuracy of any Care Visit Reports.

10.2 Agencies and Care Workers are responsible for Care Visit Reports. Agencies and their affiliated Care Workers are responsible for the quality and content of any Care Visit Report. Agencies may have their own internal policies in place regarding the quality and content of Care Visit Reports and Agencies are responsible for procuring that their affiliated Care Workers comply with such policies.

10.3 Agencies can request copies of Care Visit Reports. If an Agency requests a downloadable copy of a Care Visit Report created by a Care Worker who is (or has previously been) affiliated with that Agency, OnCare will provide a copy of such Care Visit Report in the csv file format (or such other file format agreed by OnCare). Agencies can request such Care Visit Reports by contacting OnCare directly.

10.4 We do not delete Care Visit Reports of Agency customers within the first 8 years of usage. OnCare will retain any Care Visit Reports or other user generated content uploaded to the OnCare platform, provided the Agency continues to abide by these Terms and the Payment Terms, for the first 8 years. After 8 years, OnCare is no longer obliged to retain any Care Visit Reports or other user generated content.

11. Linking

11.1 We do not endorse other websites we link to. Links on the OnCare platform to third party websites are provided solely for your convenience and should not be interpreted as approval by us of those linked websites or information that you may obtain from them. We have not reviewed any such third party websites and we do not control or take any responsibility for their content or availability. We do not endorse or make any representations about any such third party websites. If you decide to access any such third party website, you do so entirely at your own risk.

11.2 Contact us if you want to use our content. If you wish to make any use of content on the OnCare platform other than as that set out in these T&Cs, you must get our prior written consent. Please contact us via email to make such request.

12. Viruses and Hacking

12.1 Do not hack or misuse the OnCare platform. You must not misuse the OnCare platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the OnCare platform, the server(s) on which the OnCare platform is stored or any other server, computer or database connected to the OnCare platform. You must not attack the OnCare platform via any form of distributed denial-of service attack.

12.2 Hackers will be prosecuted. By breaching clause 12.1, you may be committing a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.

12.3 The OnCare platform may contain viruses. We use reasonable endeavours to ensure that the OnCare platform does not contain or disseminate any viruses or other malicious code. However, we do not guarantee that the OnCare platform will be free from bugs, viruses or malicious code and we will not be liable for any loss or damage caused by viruses or other technologically harmful material that may infect your device, equipment, software, data or other proprietary material due to your use of the OnCare platform. We therefore recommend that you use your own virus protection software and scan regularly for the presence of viruses and other malicious code.

13. Liability for Loss or Damage

13.1 We do not exclude liability for death or injury or other specified losses. Nothing in these T&Cs will operate to exclude or limit either party’s liability for: (a) death or personal injury caused by its negligence; (b) any fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded or limited under applicable law.

13.2 If you are a business user. Clauses 13.3, 13.4 and 13.5 only apply to users of the OnCare platform who are acting in a commercial capacity (including Agencies and Care Workers).

13.3. OnCare excludes all implied conditions, warranties, representations or other terms that may apply to the OnCare platform. In particular, OnCare does not warrant that the OnCare platform will be error-free, or suitable for your purposes.

13.4 Subject to clause 13.1 OnCare shall not be liable to you in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, for any:

(A) loss of profit;

(B) loss of revenue;

(D) loss of agreements or contracts;

(E) wasted expenditure;

(F) anticipated savings;

(G) loss of or corruption of data;

(H) damage to reputation or loss of goodwill,

in each case, whether direct or indirect; or

(I) indirect, consequential or special loss.

13.5. Subject to clauses 13.1, 13.3 and 13.4 OnCare’s aggregate liability to you for any loss or damage in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise connected to or arising out of these T&Cs or your use of the OnCare platform shall not exceed, in respect of any and all events occurring in any 6-month period in relation to any one Agency and all its Care Workers together, the total fees paid or payable by the relevant Agency in such 6-months period.

13.6 If you are a consumer user: Clauses 13.7 and 13.8 only apply if you are acting in a consumer capacity (including Family Members).

13.7. You agree not to use the OnCare platform for any commercial or business purposes, and OnCare will have no liability to you for any loss of profit, loss of business, business interruption, loss of business opportunity or loss or corruption of data.

13.8. If our website, our web app or our app is deemed to be defective digital content that we have supplied, for example if either our website, or web app or our app damages your device or other digital content owned by you, and this is caused by our failure to use reasonable care and skill, OnCare will either repair the damage or pay you compensation. However, OnCare will not be liable for damage that you could have avoided by following our advice to install the latest software update offered to you free of charge or for damage that was caused by you using our website, our web app or our app in a manner that we do not authorise, or for you failing have in place the minimum system requirements required to use our website, our web app or our app.

14. App-Specific Terms

14.1 Additional terms required by app stores. The provisions of this clause 14 apply if you are using our app. Our app, which is available on both the Apple App Store, and the Google Play Store, is controlled and offered by us from our facilities in the United Kingdom. The use and distribution of our app via the relevant app store is governed by the relevant app store’s own rules, with which we must both comply. In the event of a conflict between these T&Cs and the terms of the app store that you downloaded our app from, that app store’s terms shall take priority.

(A) you acknowledge that these T&Cs are between OnCare and you only, and not with the third party manufacturer or provider of your device or operating system (“Device Manufacturer”);

(B) you acknowledge that the Device Manufacturer has no obligation whatsoever to furnish any maintenance and support services with respect to the app;

(C) in the event of any failure of our app to conform to any applicable warranty, you may notify the Device Manufacturer, and the Device Manufacturer will refund the purchase price (if any) for the app to you and, to the maximum extent permitted by applicable law, the Device Manufacturer will have no other warranty obligation whatsoever with respect to the app;

(D) you acknowledge that OnCare, not the Device Manufacturer, are responsible for addressing any claims of your or any third party relating to the app;

(E) you acknowledge that, in the event of any third party claim that our app or your use of our app infringes that third party’s intellectual property rights, the Device Manufacturer will not be responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim;

(F) you represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. Government list of prohibited or restricted parties; and

(G) you acknowledge and agree that the Device Manufacturer, and the Device Manufacturer’s subsidiaries, are third party beneficiaries of these T&Cs, and that, upon your acceptance of these T&Cs, the Device Manufacturer will have the right (and will be deemed to have accepted the right) to enforce these T&Cs against you as a third party beneficiary.

15. General

15.1 Entire Agreement. Subject to clause 2.2 these T&Cs constitute the entire understanding and agreement between you and OnCare in relation to use of the OnCare platform. You agree that you have not relied on any statement or information in entering into these T&Cs which is not expressly set out within these T&Cs.

15.2 Assignment. We may transfer our rights and obligations under these T&Cs to another organisation. We will always tell you in writing if this happens. You will not transfer your rights or your obligations under these T&Cs to another person or entity unless we give our prior written consent.

15.3 No rights for third parties. Subject to clause 14.1 (G), these T&Cs do not give rise to any rights under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any of these T&Cs, except as expressly set out in these T&Cs.

15.4 No waiver. If we do not insist immediately that you do something you are required to do under these T&Cs, or if we delay in taking steps against you in respect of you breaching these T&Cs, that will not mean that you will not have to do those things, and it will not prevent us from taking steps against you at a later date.

15.5 Severance. If any provision or part-provision of these T&Cs 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 15.5 shall not affect the validity and enforceability of the rest of these T&Cs.

15.6 Our remedies for any breach by you. Without prejudice to any other rights or remedies that we may have, you acknowledge and agree that in some circumstances damages alone would not be an adequate remedy for breach of these T&Cs by you. Accordingly, we shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of these T&Cs.

15.7 Which laws apply to this contract and where you may bring legal proceedings. These T&Cs are governed by English law and you should bring any legal proceedings (including in respect of non-contractual disputes or claims) in the English courts.

16. Contact Details

16.1 How we may contact you: If we need to contact you, we may do so using the contact details you have provided to us, as amended from time to time.

16.2 Our contact details. You can contact us using them following details:

Email: support@weareoncare.com

Telephone: 020 3908 2180