Terms of Service

1. About Care Governance Solutions

Care Governance Solutions (“CGS”, “we”, “us” or “our”) is a software product provided by Care Business School Ltd, a company registered in England and Wales under company number 17217121.

CGS is a governance and compliance platform designed to help care providers organise and manage activities such as policies, audits, workforce compliance, training oversight, risk, incidents, safeguarding, complaints, evidence and CQC-readiness activities.

These Terms are intended for organisations purchasing CGS for business or professional use. They are not intended as consumer terms.

2. The Customer

The “Customer” is the organisation identified in the applicable subscription, order form, proposal, invoice or account registration.

The person accepting these Terms on behalf of the Customer confirms that they have authority to bind that organisation.

The Customer is responsible for all authorised users accessing CGS through its account and for ensuring that those users comply with these Terms.

3. Subscription and access

Access to CGS is provided on a subscription basis according to the plan purchased by the Customer. The features, usage allowances and support included in a subscription are those stated on the applicable order form, proposal or pricing information at the time of purchase.

The Customer receives a limited, non-exclusive, non-transferable right to access and use CGS for its own internal business purposes during the subscription term.

The Customer must provide accurate account information and keep its account and contact information reasonably up to date.

4. Fees, VAT and payment

Subscription fees are payable at the frequency agreed with the Customer and are exclusive of VAT unless expressly stated otherwise.

The Customer must pay valid invoices by the due date shown on the invoice or according to the payment terms agreed at purchase.

Where recurring card or other automated payments are agreed, the Customer authorises the applicable payment provider to collect the amounts due.

If payment is overdue, we may contact the Customer and provide a reasonable opportunity to remedy the non-payment. If payment remains overdue, we may suspend access to paid features or the service until the account is brought up to date. Suspension does not remove amounts already due.

Any different pricing, discount, introductory offer or bespoke commercial arrangement confirmed in writing will take precedence for that Customer.

5. Trials and promotional offers

Where CGS offers a free trial, pilot or promotional period, the duration and included features will be stated when the Customer signs up.

Trial access may be limited to particular functionality. Unless the Customer has expressly agreed to a paid subscription or recurring payment arrangement, the end of a free trial will not by itself authorise us to charge the Customer.

Promotional offers may be subject to stated eligibility criteria and availability.

6. Renewal and cancellation

The subscription term and renewal arrangements will be stated when the Customer purchases the service.

For month-to-month subscriptions, the Customer may cancel before the next renewal date and access will ordinarily continue until the end of the period already paid for.

For annual or fixed-term subscriptions, the Customer is committing to the agreed term unless the applicable order form expressly provides otherwise. Any refund or early termination entitlement will be determined by these Terms, the applicable order form and applicable law.

Cancellation does not affect fees already properly due for a period of service already supplied or a committed fixed term, except where otherwise agreed or required by law.

7. Customer responsibilities

The Customer is responsible for using CGS appropriately within its organisation. In particular, the Customer must:

• ensure information entered into the platform is lawful, relevant and appropriate;
• maintain appropriate internal governance and regulatory processes;
• control which staff and other authorised users receive access;
• promptly remove or change access when a user’s role changes or ends;
• keep login credentials secure;
• review information, alerts, reports and AI-generated content before acting on them;
• maintain appropriate independent professional judgement; and
• comply with applicable law and regulatory requirements.

The Customer remains responsible for its own CQC registration, regulatory compliance, policies, decisions, care delivery, workforce management and governance.

8. Acceptable use

The Customer and its users must not:

• use CGS for unlawful, fraudulent or abusive purposes;
• attempt to gain unauthorised access to the service, another customer’s information or underlying systems;
• introduce malware, malicious code or other harmful material;
• interfere with the security, integrity or operation of CGS;
• reverse engineer, decompile or attempt to extract source code except where a right to do so cannot lawfully be excluded;
• copy, resell, sublicense or commercially exploit CGS except as expressly agreed;
• use another organisation’s account without authority;
• knowingly upload information that the Customer has no lawful right to process; or
• use CGS in a way that materially threatens the service or other customers.

We may take proportionate steps to restrict or suspend activity that presents a genuine security, legal or service-integrity risk.

9. Care-sector and CQC disclaimer

CGS is a governance support tool. It is designed to help organisations organise evidence, monitor compliance activities and improve oversight.

CGS is not the Care Quality Commission, is not endorsed by the CQC unless expressly confirmed, and does not guarantee registration, a particular CQC rating, successful inspection outcome, tender award, commissioning decision or regulatory compliance.

CQC frameworks, guidance, legislation and regulatory expectations can change. We will take reasonable steps to maintain relevant platform content, but the Customer remains responsible for checking current legal and regulatory requirements and applying professional judgement to its own service.

Use of CGS does not replace the responsibilities of registered providers, nominated individuals, registered managers, directors, safeguarding leads, clinicians, social care professionals or other accountable persons.

10. AI-assisted features

CGS does not currently include artificial intelligence features. This section applies if and when such features are introduced, and the Customer will be notified before any AI feature processes Customer Data.

CGS may provide artificial intelligence features to help users analyse, summarise, organise or draft governance-related content.

AI-generated output may be incomplete, inaccurate or unsuitable for a particular situation. It is provided as decision-support and must be reviewed by an appropriately competent person before being relied upon.

AI output does not constitute legal, clinical, safeguarding, HR or regulatory advice and should not be treated as a substitute for professional judgement.

The Customer must not rely solely on an automated output to make a decision that could materially affect the rights, care, safety, employment or legal position of an individual without appropriate human review.

11. Customer data and ownership

The Customer retains its rights in information, documents and other content that it or its authorised users enter or upload to CGS (“Customer Data”).

The Customer grants Care Business School Ltd the limited rights necessary to host, process, transmit, back up, display and otherwise handle Customer Data for the purpose of providing, securing, supporting and maintaining CGS and as otherwise permitted by the parties’ agreements.

We do not acquire ownership of the Customer’s underlying records merely because they are stored in CGS.

The Customer is responsible for ensuring that it has the necessary rights, permissions and lawful basis to provide Customer Data to CGS.

12. Data protection

Each party must comply with the data protection laws that apply to it.

Where Care Business School Ltd processes personal data on the Customer’s behalf through CGS, the Care Governance Solutions Data Processing Agreement forms part of the contractual relationship between the parties.

Our Privacy Notice explains how we process personal information for our own purposes, including account administration, enquiries, billing, support and service operation.

The Customer will normally act as controller for personal information that it chooses to enter into CGS, while Care Business School Ltd will normally act as processor for that Customer Data. The precise roles depend on the relevant processing activity.

13. Confidentiality

Each party must keep the other party’s confidential information confidential and use it only as necessary to perform or receive the services.

This obligation does not apply to information that is already lawfully public, was lawfully known without confidentiality restrictions, is independently developed without use of the other party’s confidential information, or must be disclosed by law or a competent authority.

Customer Data will be treated as confidential information.

14. Intellectual property

Care Business School Ltd and its licensors retain all intellectual property rights in CGS, including the software, platform design, underlying technology, branding, system structure and original content created for the service, except for Customer Data and third-party material.

A subscription gives the Customer permission to use CGS; it does not transfer ownership of the software or intellectual property.

Unless expressly permitted in writing, the Customer must not reproduce, sell, distribute, publish or commercially exploit CGS templates, audit systems, policy libraries, training materials, reports or proprietary content as a competing product, content library or standalone commercial resource.

The Customer may use outputs and downloaded materials generated for its legitimate internal governance and compliance activities, subject to any third-party rights and the applicable subscription.

15. Feedback

If the Customer voluntarily provides suggestions or feedback about CGS, we may use that feedback to develop and improve the service without payment to the Customer, provided we do not publicly identify the Customer as the source without permission.

16. Availability, maintenance and changes

We aim to provide a reliable service but do not promise that CGS will be continuously available without interruption.

Access may occasionally be affected by maintenance, upgrades, security work, internet or cloud-provider disruption, events outside our reasonable control, or emergency action required to protect the platform.

We may improve, update or change features over time. We will not intentionally remove material core functionality from a paid subscription during its current committed term without reasonable justification or, where appropriate, reasonable notice.

Any specific service level commitments agreed with an Enterprise customer will be set out separately.

17. Support

Support is provided according to the Customer’s subscription plan. Support channels, response targets and onboarding services may vary between plans.

Unless a separate service level agreement states otherwise, response times are targets rather than guaranteed resolution times.

18. Third-party services

CGS relies on third-party infrastructure and service providers to operate parts of the platform. These may include cloud database, authentication, hosting, email, payment and AI-related providers.

Where third-party processing involves Customer Personal Data, it is addressed through our Data Processing Agreement and applicable sub-processor arrangements.

We are not responsible for a separate third-party product or service that the Customer independently chooses to use merely because CGS links to or interoperates with it, except to the extent responsibility cannot lawfully be excluded.

19. Security

We will maintain technical and organisational measures appropriate to the nature and risk of the service and Customer Personal Data, as further described in the Data Processing Agreement.

The Customer must take reasonable security precautions within its own environment, including controlling accounts, permissions, passwords, devices and user access.

The Customer should notify us promptly at support@caregovernance.solutions if it becomes aware of suspected unauthorised access to its CGS account.

20. Suspension

We may suspend all or part of the Customer’s access where reasonably necessary because of material non-payment, a serious breach of these Terms, a credible security threat, unlawful use, or a legal or regulatory requirement.

Where reasonably practicable, we will notify the Customer and provide an opportunity to remedy the issue before suspension. Immediate action may be taken where delay could create a material security, legal or operational risk.

We will seek to restore access promptly once the reason for suspension has been resolved.

21. Termination

Either party may terminate the agreement if the other commits a material breach and, where that breach can be remedied, fails to remedy it within a reasonable period after written notice.

Either party may terminate immediately where the other becomes insolvent or ceases business, subject to applicable insolvency law.

On termination, the Customer’s right to access CGS ends, subject to any agreed data-export period. Treatment of Customer Personal Data after termination is governed by the Data Processing Agreement.

Provisions that by their nature should continue after termination, including confidentiality, intellectual property, accrued payment obligations and applicable liability provisions, will survive.

22. Data export at the end of service

The Customer should export information it reasonably needs before its access ends.

Where the service provides export functionality, the Customer may use that functionality during its active subscription and any agreed post-termination access period.

We will handle deletion or return of Customer Personal Data in accordance with the Data Processing Agreement and applicable law. Additional bespoke migration or data-extraction work may be chargeable where agreed in advance.

23. Warranties

We will provide CGS with reasonable care and skill.

Except as expressly stated in these Terms or required by law, CGS is provided without additional warranties. We do not warrant that the service will be completely error-free, that every feature will meet every Customer’s individual requirements, or that using the platform will itself ensure regulatory compliance.

Nothing in these Terms excludes any term that cannot lawfully be excluded.

24. Liability

Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot legally be limited.

Subject to the paragraph above, neither party will be liable to the other for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill or business opportunity, arising from the agreement, except to the extent such exclusion is prohibited by law.

Subject to the first paragraph of this section, Care Business School Ltd’s total aggregate liability arising out of or in connection with the service in any 12-month period will not exceed the total subscription fees paid or payable by the Customer for CGS during the 12 months immediately preceding the event giving rise to the claim.

The parties acknowledge that the Customer remains responsible for professional, regulatory, operational, care and safeguarding decisions made by its organisation. This section does not override liability rules that apply directly under data protection law.

25. Indemnity for unlawful Customer use

The Customer will be responsible for losses, claims and reasonable costs suffered by Care Business School Ltd to the extent they arise directly from the Customer’s unlawful use of CGS, infringement of third-party intellectual property rights through Customer Data, or processing of Customer Data without the necessary rights or authority.

This provision does not apply to the extent the loss was caused by Care Business School Ltd’s own breach, negligence or unlawful conduct.

26. Changes to these Terms

We may update these Terms to reflect changes in law, regulation, security requirements or the development of CGS.

For material changes that adversely affect an existing Customer during a paid subscription term, we will provide reasonable notice. Changes required urgently for legal or security reasons may take effect sooner.

The version and last-updated date will be published with the Terms.

27. Notices and communications

Routine service communications may be sent electronically to the email address associated with the Customer’s account.

Formal notices under the agreement should be sent using the contact details specified in the applicable order form or contract. Privacy and data protection enquiries may be sent to support@caregovernance.solutions.

28. Assignment

The Customer may not assign or transfer its subscription to another legal entity without our prior written consent, which will not be unreasonably withheld where the transfer is connected with a genuine corporate reorganisation or business transfer.

Care Business School Ltd may assign the agreement as part of a corporate reorganisation, financing, sale or transfer of the CGS business, provided the Customer’s material rights under the agreement are not thereby reduced.

29. General terms

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in effect.

A delay or failure to enforce a right does not waive that right.

No person other than the parties has a right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999, except where expressly stated otherwise.

These Terms, together with the applicable order form or subscription details, Data Processing Agreement and any other expressly incorporated documents, form the agreement between the parties regarding CGS and supersede prior discussions about the same subject matter.

30. Governing law and jurisdiction

These Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales.

The courts of England and Wales will have jurisdiction over disputes arising out of or in connection with these Terms, subject to any mandatory legal rights that apply.

31. Contact details