1. Introduction

1.1

The Log my Care system (“System”, “Platform”, or “Service”) via the careoffice.logmycare.co.uk website (the “Care Office”) or the Log my Care App (the “Carer App”) is provided by LMC Software Limited, registered under company number 10904934 (“LMC Software Ltd.”, “we”, “us”), to your “Organisation” (“you”, or “your”).

1.2

These terms and conditions (together with the documents referred to in them) (the “Terms and Conditions”) govern your relationship with us when you access our System, Platform or Service in anyway. You and your Organisation, its employees, directors, consultants and associates agree to abide by these Terms and Conditions at all times. It is the responsibility of your Organisation to ensure that all of your users of our Service abide by these Terms and Conditions. If you do not agree with these Terms and Conditions, do not use our Service.

1.3

Reference to any statutory provisions in these Terms and Conditions shall include any statutory provisions, which amends or replaces it.

1.4

In these Terms and Conditions, the following terms shall have the following meanings:

1.5

These Terms and Conditions contain our contractual relationship in respect of your use and access of our Services. Alongside these Terms and Conditions, we may also enter into a separately agreed written contract between us, signed by or on behalf of each of you and us, setting out bespoke terms for your access to our Services (“Bespoke Terms”). These Terms and Conditions are incorporated by reference in all such Bespoke Terms and form part of them. In case of conflict between the provisions of these Terms and Conditions and any Bespoke Terms, the provisions of the Bespoke Terms shall take priority in all cases, including without limitation in respect of subscriptions, length of your agreement with us, cancellation provisions, fee arrangements and payment terms.

1.6

We may from time to time amend these Terms and Conditions to ensure that we remain compliant with relevant laws and regulations or to keep up to date with improvements or changes we might make to the Services we offer. By continuing to use our Services after changes are made, you are accepting those changes and will be bound by them.

Whilst we do not expect you to check these Terms and Conditions every time you use our Services, we ask that you check this page from time to time to take notice of any changes we have made. We will endeavour to notify you of any material changes which may impact your use of the Services.

2. Eligibility

2.1

Your Organisation must be a provider of social care.

2.2

You must be personally authorised to enter into a contract with us by accepting these Terms and Conditions on behalf of your Organisation (e.g., as a registered manager or director).

3. Registration and account integrity

3.1

It is your Organisation’s responsibility to ensure that the information provided is accurate and not misleading. Your Organisation cannot and shall not create an account using the names or information of another person, company, entity or organisation. We reserve the right, with or without notice, to suspend or terminate any account in breach of this Clause without any compensation.

3.2

Where we provide your Organisation with a number of user accounts for your Organisation’s employees to use the System, user accounts cannot be shared between users. A breach of this clause will result in termination of the abused accounts and/or all accounts provided to the Organisation without any compensation.

4. Content ownership and control

In this section, “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time including the EU GDPR  (the General Data Protection Regulation (EU) 2016/679)), the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (as defined in the Data Protection Legislation).

4.1

For the purposes of the “Data Protection Legislation” your Organisation is the Data Controller of any data entered into the System. We are the Data Processor of the data you and your Organisation provide.

4.2

All customer data entered into the System is the property of your Organisation. Your Organisation is responsible for the accuracy of any data entered into the System and will be responsible for any offensive or illegal data entered.

4.3

Your Organisation warrants that the necessary consent of any of your Organisation’s clients or employees whose data is entered into the System has been gathered and recorded legally and active consent has been given for the purposes of the use of our Service, under the Act and the GDPR, and your Organisation agrees to indemnify us in full and hold us harmless for all losses, expenses, damages and costs, including legal fees reasonably incurred, resulting from any breach of such warranty.

5. Intellectual Property

5.1

Your Organisation has no copyright, trade secret, patent or other Intellectual Property right in any of our Platform or in any related documentation, design, code, program or other item provided by us, and we own all such rights exclusively. Your Organisation agrees to keep the Platform free and clear of any claim, lien or encumbrance.

5.2

You, your Organisation, your employees and consultants or associates may not delete, copy, modify or tamper with the Platform in any way, including but not limited to, uploading or embedding malware, spyware, a virus, trojan or worm, time bombs, keystroke loggers, adware or any other harmful software or hardware.

6. Technical support

6.1

Unless explicitly granted by us, technical support is provided to users at our complete discretion for which there may be charges. These charges will be listed on our website or provided to you on an annual basis.

7. Content monitoring

7.1

We do not monitor or assume any responsibility for content posted onto the Service. If at any time we decide to monitor the Service on any occasion it does not mean that we assume responsibility for removing any content or the conduct of any users at the time or in the future.

8. Privacy

8.1

Use of the Service is also governed by our Carer App Privacy Policy and our Care Office Privacy Policy, which are incorporated into these Terms and Conditions by this reference.

8.2

We and you will comply with all applicable requirements of the Data Protection Legislation which apply to the use of Personal Data. This requirement is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Processing Addendum.

8.3

In addition to clause 8.2, we are together agreeing to be bound by the Data Processing Addendum as part of these terms to govern our relationship in respect of the control and processing of Personal Data.

9. Pricing, plans and features

9.1

We reserve the right to change our pricing or features for the use of the Platform and technical support with one (1) month’s written notice (email to suffice) to your Organisation.

9.2

We reserve the right to upgrade free plans to paying plans after giving at least one (1) month written notice (email to suffice) to your Organisation.

9.3

A “Site” is defined as a unique location, such as a care home, home care agency or supported living property. We will always have the final decision of what constitutes a Site.

9.4

Organisations will need individual accounts for every Site it operates that wish to use the system. If we find multiple Sites are being used under a single account, we may backdate charges to the customer and proportionately increase ongoing fees accordingly.

10. Payment and credit control

10.1 

All paid services are billed and invoiced monthly or annually in advance. Payment is due seven (7) days from the date of the invoice. 

10.2 

If your Organisation upgrades from a free or trial period Service to a monthly paid Service it will be immediately charged for the remainder of the current month. The monthly payment will be due from the 1^st of each month thereafter.

10.3

If your Organisation upgrades from a free or trial period Service to an annual paid Service it will be immediately charged for the remainder of the current month. The bill for the upcoming year will be charged on the next 1^st of the month. The annual payment will be due from the same date each year thereafter.  

10.4 

Where the Service has been paid for multiple months in advance, payment will be taken in full at the time of purchase. 

10.5

After upgrading to a paid Service, it is a condition of use that a valid payment method or direct debit is set up for monthly payments. Payment must be provided at all times in order for your Organisation’s accounts to remain active.

10.6

Where a payment request is made by us and is declined by your Organisation’s payment provider or bank or building society (for whatever reason) access to our Service and your Service accounts may be suspended from thirty (30) days after giving written notification (email to suffice) to your Organisation until such time as a valid payment has been processed from your Organisation. 

10.7

If you fail to make payment due to us under these Terms and Conditions by the due date, then, without limiting any other remedies available to us, we reserve the right to charge interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause will accrue each date at 6% a year above the Bank of England's base rate from time to time, but at 6% a year for any period when the base rate is below 0%. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

11. Cancellation

11.1

Your Organisation may request to cancel its account or accounts by writing to us by contacting us via our Chat Support or by email on support@logmycare.co.uk with the word "Cancellation" in the email header.

Where customers have signed Bespoke Terms, those terms will always apply.

11.2

No refunds will be provided for remaining unused days under monthly account or accounts.

11.3

For pre-paid subscriptions (where more than one (1) month duration still remains), a refund may be offered at our sole discretion.

12. Upgrading or downgrading accounts

12.1

Subject to any Bespoke Terms entered into, your Organisation has the ability to upgrade or downgrade the Services offered at any time. Where you have entered into Bespoke Terms, your ability to upgrade or downgrade shall be governed by the Bespoke Terms only.

12.2

Where you or your Organisation downgrade the Service, the user who requested the downgrade will be solely liable for any loss of data caused by the downgrading and removal of any Service connected to the downgrade.

12.3

Organisations should backup and download their data prior to requesting a downgrade in Service.

12.4

Where a subscription is upgraded, the new higher monthly charge will be automatically applied on the next usual date of the monthly charge.

12.5

No refunds will be offered for downgraded subscriptions that have been downgraded before the next charge is due. The new lower charge will be automatically applied on the usual next date of the charge for the period unless you had agreed to a longer period in a written quotation.

12.6

In the case of downgrading pre-paid subscriptions (where more than one (1) month remains), a refund may be offered at our sole discretion.

12.7

Where a pre-paid subscription is upgraded the increased charge will be applied immediately to the account for the additional amount due until the expiry date.

13. Termination

13.1

It is the responsibility of your Organisation to ensure that all of your users of our Service abide by these Terms and Conditions.

13.2

We may terminate user accounts of your Organisation at any time where these Terms and Conditions and/or the terms of use have been breached. Such termination can be with or without written notice and without compensation.

13.3

Various clauses within these Terms and Conditions are designed to survive and continue after termination, including but not limited to clauses 16, 17, 18 and 24.

13.4

If we end your rights under these Terms and Conditions: (a) you must immediately stop all activities authorised by these Terms and Conditions, including your access to all parts of the Services; and (b) you must immediately delete or remove any part of the Platform from all devices then in your possession, custody or control and, if required, confirm to us that you have done so. Unauthorised use of the Services may give rise to a claim for damages, and you agree that we may be entitled to seek injunctive or other equitable relief if we believe damages may not be a sufficient remedy.

14. Access and backups

14.1

We take all reasonable steps to ensure that the Service is available and functioning fully at all times. The Services are provided on an "as is" basis. As such we make no representations, warranties or guarantees of any kind regarding the availability or operation of the Services, or that they will be uninterrupted or free of defects. Your access to the Services may be suspended or restricted occasionally to allow for maintenance, repairs, upgrades, or the introduction of new and amended functions. We will not be liable to you if for any reason the Services are unavailable at any time or for any period. In the event the Service is unavailable or functioning incorrectly, either wholly or partly for an extended period, we may offer full or part-refunds subject to our sole discretion.

14.2

Refunds will not be offered where you, your Organisation, your employees, directors, consultants, associates or third-party providers, cause the issue to the Service.

14.3

Your Organisation is solely liable for backing up any content or data entered onto the System. We strongly recommend that all of your Organisation’s content and data on the Service is regularly and completely backed up.

15. Disclaimer

15.1

We are not liable for the accuracy of any content on the Service (except where such content is provided by us), nor any advertisements placed on the Service.

15.2

We are not responsible or liable for any links to third-party websites from the Service and the inclusion of any link does not imply an endorsement of a third-party website or service by us. We strongly recommend that you read the privacy policy of any third-party website before entering such website.

16. Limitation of liability

16.1

We shall be not be liable to your Organisation, your employees, directors, officers, consultants, associates or third-party providers in contract or tort, or pre-contract or other representations (other than proven fraudulent or proven negligent misrepresentations) for any losses, including but not limited to financial, loss of business, loss of profits or anticipated savings, loss of data or any indirect or consequential loss whatsoever or otherwise, incurred by any outage of the Service, data loss, corrupted data, software or hardware, malicious action by a third party, or otherwise.

16.2

Nothing in these Terms and Conditions shall exclude or limit liability of either party for death or personal injury resulting from the negligence of the party’s directors, consultants, servants, agents or employees.

16.3

In any other event our liability and that of our employees, directors, officers and third-party partners shall be limited in any twelve (12) month period to the total Service fees incurred by your Organisation in relation to the matter subject to the liability or to a payment of one hundred pounds (£100), whichever is the greater sum.

17. Indemnity

17.1

Your Organisation agrees to indemnify and hold us, our directors, employees, consultants, associates, third-party providers, subsidiaries, affiliates and partners, and their respective officers and employees, harmless from any loss, fines, fees (including reasonable legal costs), liability, expenses or claim of whatsoever kind or nature made by any third-party arising from your Organisation’s breach of these Terms and Conditions whilst using the Service or any other service provided by us.

17.2

Your Organisation indemnifies us against all claims, damages, actions, costs, losses, claims, costs (including legal costs) and expenses of whatsoever kind or nature arising from any breach or non-performance of any of your liabilities, warranties, undertakings or obligations or any payments or any breach of applicable law or regulation or any infringement of any Intellectual Property rights contained in these Terms and Conditions.

18. Severability

18.1

The paragraphs, sub-paragraphs and Clauses of these Terms and Conditions shall be read and construed independently of each other. Should any part of these Terms and Conditions or paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses, which shall remain in full force. If such modification is not possible, the relevant clause or part-clause shall be deemed deleted. Any modification to or deletion of a clause or part-clause under this clause shall not affect the validity and enforceability of the rest of these Terms and Conditions.

19. Waiver

19.1

Failure by us to enforce any accrued rights under these Terms and Conditions is not to be taken as or deemed to be a waiver of those rights unless we acknowledge the waiver in writing.

20. Force Majeure

20.1

Neither party shall be liable for delay or failure to perform any obligation under these Terms and Conditions if the delay or failure is caused by a Force Majeure, meaning but not limited to: Act of God, war, civil disorder, terrorist attack, flood, earthquake, volcano eruption or industrial dispute. If such delay or failure continues for a period of at least thirty (30) Business Days, the party not subject to the Force Majeure shall be entitled to terminate these Terms and Conditions by notice in writing to the other. Where you or your Organisation terminates these Terms and Conditions due to Force Majeure, any monies due to us shall become immediately due and payable.

21. Assignment

21.1

You or your Organisation may not assign, mortgage or otherwise transfer these Terms and Conditions or any rights, duties and obligations hereunder. It is acknowledged by you and your Organisation that we may use our employees, officers, representatives or third-party consultants to carry out the work within these Terms and Conditions.

21.2

We may assign the benefit of these Terms and Conditions to any firm or company in which we hereafter acquire a controlling interest or which acquires a controlling interest in us without prior approval from the you or your Organisation. Save that we shall remain primarily liable hereunder until such time as the prospective assignee enters into a direct covenant with you to fulfil all of our obligations hereunder.

22. Third parties

22.1

Other than permitted assignees or transferees as expressly provided elsewhere in these Terms and Conditions, a person who is not a party to these Terms and Conditions shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.

23. Entire terms and conditions

23.1

Subject to any Bespoke Terms entered into between us, these Terms and Conditions set out the entire agreement and understanding between your Organisation and us and is in substitution of any previous written or oral agreements between the parties. No addition or amendment of any clause in these Terms and Conditions shall be binding on the parties unless made by a written instrument and signed by the signatories to these Terms and Conditions or their duly authorised representatives.

24. Jurisdiction

24.1

These Terms and Conditions shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts. Where applicable, your statutory rights are unaffected.