INTRODUCTORY VERSION | Effective Date: September 2026 | Document Reference: MMC-TC-V1.0
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Welcome to MapMyCare! We are MapMyCare Ltd, a company registered in the United Kingdom with company number 17346601 ('we', 'our' or 'us') and we provide a B2B SaaS web application for Care Providers, including children's residential homes, supported accommodation providers and semi-independent provisions to record and track developmental progress known as MapMyCare as described on our Website (Platform).
These terms and conditions (including any Schedules) (Terms) govern your access to the Platform and us providing you any other goods and services as set out in these Terms (Subscription). You can view the most updated version of our Terms at www.mapmycare.co.uk (Website). Please read these terms and conditions carefully before agreeing to proceed with your Subscription.
(a) In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.
(b) By checking an unticked box or clicking a button on our Website or within the Platform to indicate your acceptance of these Terms (or otherwise expressly agreeing to them in writing), you agree to be bound by these Terms which form a binding contractual agreement between you, the person acquiring a Subscription or the company you represent and are acquiring the Subscription on behalf of (‘you’ or ‘your’), and us.
(c) We may change these Terms at any time by notifying you in accordance with these Terms and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.
(a) By accepting these Terms, you represent and warrant that:
(i) you have the legal capacity and authority to enter into a binding contract with us; and
(ii) you are authorised to use the payment you provided when purchasing a Subscription.
(b) The Platform is a business-to-business service intended for use by Care Providers and their authorised Personnel. You must ensure that:
(i) Accounts are issued only to individuals who are authorised by you to use the Platform, except where we make functionality available for a young person to hold an individual Account in accordance with clause 2(c); and
(ii) access to the Platform is managed in accordance with your safeguarding, care, operational and data protection obligations.
(c) The Platform may allow a young person to view or interact with designated parts of the Platform, either with the assistance or supervision of an Authorised User or, where functionality is made available for that purpose, through an individual Account made available to that young person. You must ensure that such access is appropriately safeguarded and does not permit access to information relating to another young person or any other unauthorised person.
(d) You are responsible for determining whether, when and in what circumstances a young person may access or interact with any part of the Platform, including ensuring that appropriate safeguarding and access controls are maintained and that you have any lawful basis, authority, privacy information or other measure required under applicable Law. Where we introduce individual Accounts for young people, we may require additional terms, privacy information or access requirements to apply.
(e) If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then "you" or "your" means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Solution on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
(a) These Terms commence when you accept them in accordance with clause 1 and continue until your Subscription expires or is terminated in accordance with these Terms.
(a) Where you commence with a Free Trial Period, your Subscription will continue for the applicable Free Trial Period and, unless you actively elect to purchase a paid Subscription before or at the end of that period, your Subscription will automatically expire at the end of the Free Trial Period without charge.
(b) For the avoidance of doubt, a Free Trial Period will not automatically convert into a paid Subscription.
(a) A Monthly Subscription commences on the date specified when you subscribe and continues on a rolling monthly basis until terminated in accordance with clause 15.
(a) An Annual Subscription commences on the date specified when you subscribe and continues for an initial period of 12 months.
(b) Where you have selected an automatically renewing Annual Subscription, the Annual Subscription will renew for successive periods of 12 months unless either party gives the notice required under clause 15.
(c) Where automatic renewal has not been selected or agreed, the Annual Subscription will expire at the end of the then-current Subscription Period unless the parties agree to renew it.
(a) We will provide you, to the extent described in your Subscription, the Platform and any relevant Documentation (Solution).
(b) Your Subscription includes the benefits and limitations as set out on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).
(a) (Accounts) To use the Solution, you may be required to sign-up, register and receive an account through the Platform or the Website (an Account).
(b) (Provide Information) As part of the Account registration process and your continued use of the Platform, you may be required to provide information reasonably necessary to create, administer and secure your Account, including your first and last name, business email address, role or job title, organisation or Care Provider, preferred username or other Account identifier, secure password and, where applicable, billing, business address and contact information.
(c) (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.
(d) (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.
You acknowledge and agree that:
(a) any information provided to you as part of or in connection with the Solution is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice; and
(b) it is your responsibility to comply with applicable Laws relevant to your business, including employment laws and data protection laws.
(a) Subject to your continued compliance with these Terms and payment of the applicable Subscription Fees, we grant you a non-exclusive, non-transferable and non-sublicensable right during the Subscription Period to access and use the Solution for your internal business purposes.
(b) Unless otherwise agreed in writing, a Subscription is provided on a per Care Provider service or location basis, as specified when you subscribe, rather than a per-User basis. You may provide access to the Platform to your Authorised Users who reasonably require access for the operation of the Care Provider service or location covered by your Subscription.
(c) You are responsible for:
(i) determining which individuals are permitted to become Authorised Users;
(ii) assigning and managing appropriate roles, permissions and access levels;
(iii) promptly disabling access when an Authorised User no longer requires access;
(iv) ensuring that each Authorised User maintains the confidentiality and security of their Account credentials; and
(v) ensuring that all Authorised Users comply with these Terms and the EULA.
(d) We may restrict or suspend an Authorised User's access where reasonably necessary to protect the security or integrity of the Platform, comply with Law or address a breach of these Terms or the EULA.
(a) Our provision of the Platform and the Solution to you is subject to Users agreeing to and complying with the EULA.
(b) If a User does not agree to the EULA (or breach any terms of the EULA), we reserve the right to terminate their access to the Platform, and in such event, you will not be entitled to any refund of any Subscription Fees.
(a) We may from time to time, in our absolute discretion, release enhancements to the Platform, meaning an upgraded, improved, modified or new versions of the Platform (Enhancements). Any Enhancements to the Platform will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
(b) We may change any features of the Solution at any time on notice to you.
(c) Where we change or remove a feature of the Solution which removes critical functionality of the Solution, you may terminate your Subscription by written notice for a pro-rated refund of any pre-paid Subscription Fees attributable to the unused portion of your Subscription Period.
During the Subscription Period:
(a) we will provide reasonable technical support in relation to the ordinary operation of the Platform;
(b) we will use reasonable endeavours to respond to Support Services requests within a reasonable period, having regard to the nature and severity of the issue, but we do not guarantee that Support Services will be available 24 hours a day, seven days a week or that any request will be resolved within a particular timeframe;
(c) we may provide online training, user guides, manuals and other Documentation to assist you and your Users to use the Platform;
(d) unless otherwise agreed, online training and standard Documentation will be included as part of your Subscription;
(e) where you request face-to-face training or other additional training services, we may charge an additional fee having regard to the time, travel and other costs involved, provided that the applicable fee is agreed with you before those services are provided; and
(f) you remain responsible for your internal administration of the Platform, including managing Authorised Users, access permissions and ensuring that your Personnel are appropriately trained in the use of the Platform.
(a) The Platform is intended to assist Care Providers to record, organise, display and track information relating to the developmental progress of young people.
(b) The Platform is a record keeping and decision-support tool only. It does not replace the professional judgment of appropriately qualified or experienced care professionals and must not be treated as providing medical, clinical, legal, safeguarding or other professional advice.
(c) You remain solely responsible for:
(i) the care, supervision and safeguarding of young people in your care;
(ii) all decisions made concerning a young person, including any decision made by reference to information displayed or generated through the Platform;
(iii) determining whether information recorded in or generated through the Platform is accurate, complete and appropriate to rely upon;
(iv) complying with all regulatory, statutory, contractual and professional obligations applicable to the operation of your Care Provider services; and
(v) maintaining any records which you are independently required by Law or applicable regulatory requirements to maintain.
(d) The Platform is not an emergency response service and must not be relied upon as the sole means of identifying, reporting or responding to any immediate safeguarding, health or other emergency.
We will store User Data you upload to the Platform using a third party hosting service selected by us (Hosting Services), subject to the following terms:
(a) (hosting location) The database used to store User Data is hosted using Supabase cloud infrastructure configured in the United Kingdom.
(b) (sub-processors) We may use third-party service providers and Sub-Processors in connection with the hosting, storage, backup, authentication, payment processing, support operation and other functions of the Platform. Our appointment and use of Sub-Processors in connection with Customer Personal Data will be governed by the Data Processing Schedule. Customer Personal Data may be accessed or otherwise processed outside the United Kingdom where permitted in accordance with clause 5(c) and the Data Processing Schedule.
(c) (international transfers) Where Customer Personal Data is transferred outside the United Kingdom, including through access by a Sub-Processor, we will ensure that the transfer is made in accordance with the Data Processing Schedule and applicable Data Protection Legislation.
(d) (availability) We will use reasonable endeavours to maintain the availability and proper operation of the Platform. However, you acknowledge that the Platform may from time to time be unavailable due to maintenance, updates, telecommunications failures, third-party service failures, security events or circumstances beyond our reasonable control. We do not provide any guaranteed uptime percentage unless expressly agreed with you in writing.
(e) (service quality) While we will use reasonable efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.
(f) (security) We will use reasonable efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(g) (backups and disaster recovery) The Hosting Services currently include regular database backup functionality provided through Supabase Pro. Where User Data is lost or corrupted as a result of a system failure, we will use reasonable endeavours to restore User Data from an available backup where reasonably practicable. You acknowledge that the Platform depends on third-party hosting and cloud infrastructure and that the Hosting Services may from time to time be unavailable as a result of outages, maintenance or failures affecting Supabase’s dashboard or primary infrastructure which are outside our reasonable control. Subject to our obligations under the Data Processing Schedule and clause 13, we will not be liable for delay or unavailability caused solely by such circumstances where we have taken reasonable steps to mitigate their effect. No backup or recovery process can guarantee that all data will be recoverable or free from errors.
(h) You should maintain appropriate internal procedures for regularly exporting or otherwise retaining copies of any information which you are required to preserve independently of the Platform.
(a) You must:
(i) provide us with such information, documentation and reasonable assistance as we reasonably require to provide the Solution;
(ii) ensure that information provided to us concerning your organisation, Subscription and Users is accurate and kept up to date;
(iii) use the Platform only for your legitimate business activities and in accordance with applicable Laws;
(iv) ensure that only Authorised Users are permitted to access the Platform;
(v) establish and maintain appropriate internal access controls, policies and procedures in relation to your Users and User Data;
(vi) ensure that you have all rights, permissions, lawful bases and, where applicable, conditions required under Data Protection Legislation to collect, use and disclose User Data and permit us to process Customer Personal Data in accordance with these Terms and the Data Processing Schedule;
(vii) remain responsible for the accuracy, completeness and quality of User Data entered into the Platform by or on your behalf; and
(viii) promptly notify us of any actual or suspected unauthorised access to an Account, User Data or the Platform.
(b) For the avoidance of doubt, we will not require you to provide passwords for third-party systems to us unless this is strictly necessary for an agreed service and appropriate secure access arrangements have first been agreed.
(a) You warrant that you are authorised to upload, record and otherwise provide User Data through the Platform and to permit us to process that User Data in accordance with these Terms.
(b) By providing or posting User Data, you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:
(i) you are authorised to provide the User Data;
(ii) the User Data is accurate and true at the time it is provided;
(iii) the User Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
(iv) the User Data does not infringe any Intellectual Property Rights, including copyright, trade marks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
(v) the User Data does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Solution or any network or system; and
(vi) the User Data does not breach or infringe any applicable Laws.
(c) Clause 6.2(b) does not prevent you from recording information concerning behaviour, safeguarding concerns, incidents or other sensitive matters where that information is lawfully and appropriately recorded in connection with the care of a young person.
(d) You acknowledge that User Data may include sensitive and Special Category Personal Data and agree that you are responsible for determining whether it is lawful and appropriate for that information to be recorded in the Platform.
(a) You must, and must ensure that all Users, comply with these Terms and the terms of the EULA at all times.
(b) You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
(c) You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
(i) upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Platform;
(ii) use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);
(iii) upload any material that is owned or copyrighted by a third party;
(iv) make copies of the Documentation or the Platform;
(v) adapt, modify or tamper in any way with the Platform;
(vi) remove or alter any copyright, trade mark or other notice on or forming part of the Platform or Documentation;
(vii) act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;
(viii) use the Platform in a way which infringes the Intellectual Property Rights of any third party;
(ix) create derivative works from or translate the Platform or Documentation;
(x) publish or otherwise communicate the Platform or Documentation to the public, including by making it available online or sharing it with third parties;
(xi) integrate the Platform with third party data or Platform, or make additions or changes to the Platform, (including by incorporating APIs into the Platform) other than integrating in accordance with any Documentation or instructions provided by us in writing;
(xii) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform;
(xiii) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or Documentation to any third party, other than granting a User access as permitted under these Terms;
(xiv) decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;
(xv) share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Solution’s security;
(xvi) use the Solution for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);
(xvii) make any automated use of the Solution and you must not copy, reproduce, translate, adapt, vary or modify the Solution without our express written consent; or
(xviii) attempt to circumvent any technological protection mechanism or other security feature of the Platform.
(d) If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.
(e) You agree, and you must ensure that all Users agree:
(i) to comply with each of your obligations in these Terms;
(ii) to sign up for an Account in order to use the Solution;
(iii) that information given to you through the Platform, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
(iv) that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 6.
(a) You must pay the Subscription Fees specified when you subscribe, on the Website or as otherwise agreed with us in writing.
(b) Unless otherwise agreed:
(i) fees for a Monthly Subscription are payable monthly in advance; and
(ii) fees for an Annual Subscription are payable annually in advance.
(c) Subscription Fees are non-refundable except where expressly provided otherwise under these Terms.
(d) We may vary the Subscription Fees from time to time by giving you at least 30 days' notice.
(e) Any increase in Subscription Fees:
(i) for a Monthly Subscription, will take effect no earlier than the first monthly renewal occurring after expiry of the notice period; and
(ii) for an Annual Subscription, will not take effect during a Subscription Period for which you have already paid and will instead take effect from the next renewal of the Annual Subscription.
(a) A Free Trial Period will continue for the period specified by us when the Free Trial Period is offered.
(b) We may, in our discretion, extend or reduce the duration of a Free Trial Period by notifying you.
(c) No Subscription Fees are payable during the Free Trial Period.
(d) A Free Trial Period will not automatically convert into a paid Subscription.
(e) If you wish to continue using the Platform after expiry of the Free Trial Period, you must actively select or otherwise agree to a paid Subscription.
(f) If you do not enter into a paid Subscription, your right to access the Platform will end when the Free Trial Period expires.
(a) If any amount payable under these Terms is overdue, we may notify you of the overdue amount and require payment within a reasonable period specified in that notice.
(b) We may charge interest on overdue amounts at the rate permitted under the Late Payment of Commercial Debts (Interest) Act 1998, together with any applicable statutory compensation or reasonable debt recovery costs.
(c) We may suspend access to all or part of the Solution if an undisputed amount remains unpaid after the period specified in our notice.
(d) We will restore access within a reasonable period after all overdue amounts have been paid.
Unless otherwise indicated, the Fees do not include VAT. In relation to any VAT payable for a taxable supply by us, you must pay the VAT subject to us providing a valid VAT invoice.
We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
(a) We may use a third-party online payment partner, currently Stripe (Online Payment Partner) to collect Subscription Fees.
(b) Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you acknowledge agree that:
(i) the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found https://stripe.com/gb/legal;
(ii) you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and
(iii) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.
(b) You have the right to reject any terms and conditions of the Online Payment Partner. If you reject those terms, we cannot provide you with the Subscription and clause 15 will apply.
(a) (Our ownership) We retain ownership of all Materials provided to you throughout the course of your Subscription in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Platform Content not expressly granted to you.
(b) (Licence to you) You are granted a licence to the Platform Content and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Platform. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Platform Content without prior written consent from us or as otherwise permitted by law.
Our Rights and Obligations
(a) You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide the Solution, and for our internal business purposes, including to improve the Solution and our other products and services, and including to apply machine learning and other analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Solution, our business and our other products and services.
(b) We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.
(c) To the extent permitted by law, we reserve the right to anonymise and aggregate User Data (Anonymised Data). We can use this Anonymised Data for our internal purposes, such as business analytics and product improvement, and we may aggregate and commercialise it, including in data sets provided to third parties. We will ensure that Anonymised Data cannot be used to identify any individual User.
Your Obligations and Grant of Licence to Us
(d) You are responsible for ensuring that:
(i) you share User Data only with intended recipients; and
(ii) all User Data is appropriate and not in contravention of these Terms.
(e) You:
(i) warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and
(ii) indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
(a) If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (‘Third Party Terms’)..
(b) Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Solution to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
(a) You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Platform and other software programs will be free from errors, defects or delay.
(b) You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Platform if you integrate it with third party software, or change or augment the Platform, including by making additions or changes to the Platform code, and including by incorporating APIs into the Platform.
(c) If you add third party software or software code to the Platform, integrate the Platform with third party software, or make any other changes to the Platform, including the Platform code (User Software Changes), then:
(i) you acknowledge and agree that User Software Changes can have adverse effects on the Solution, including the Platform;
(ii) you will indemnify us in relation to any loss or damage that arises in connection with the User Software Changes;
(iii) we will not be liable for any failure in the Solution, to the extent such failure is caused or contributed to by a User Software Change;
(iv) we may require you to change or remove User Software Changes, at our discretion, and if we do so, you must act promptly;
(v) we may suspend your access to the Solution until you have changed or removed User Software Change; and/or
(vi) we may change or remove any User Software Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Software Change.
(a) Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
(b) Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
(c) The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.
(a) Words and phrases in this section have the meaning given to them by applicable data protection and privacy laws, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and any other applicable national legislation that applies to data protection and privacy, as amended, extended, re-enacted or consolidated from time to time (Data Protection Legislation). The terms "controller", "processor", "process", "personal data" and "personal data breach" have the meanings given to those terms in Data Protection Legislation.
(b) Separately from our role as processor of Customer Personal Data, we may process Personal Data as an independent controller for our own legitimate business purposes, including to:
(i) administer customer relationships, Accounts, support and service communications;
(ii) administer billing and payments and maintain legal, accounting and business administration records;
(iii) protect the security and integrity of the Platform, prevent fraud and maintain appropriate system and audit logs;
(iv) manage any re-organisation, financing, sale or other corporate transaction involving our business; and
(v) send permitted business communications and marketing and obtain legal, accounting or other professional advice.
(c) Your instructions are taken to include our use, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and similar functions.
(d) Further information about how we process Personal Data as an independent controller is set out in our Privacy Policy at www.mapmycare.co.uk/privacy-policy.html.
(e) Each party shall comply with Data Protection Legislation.
(a) Where we process Customer Personal Data on your behalf in connection with the Solution, you act as controller and we act as processor. That processing is subject to this clause and Schedule 3 (Data Processing Schedule).
(b) You agree that, where necessary, you will have satisfied a relevant lawful basis under Data Protection Legislation in connection with the processing before providing us with personal data.
(c) You warrant, in relation to the personal information and all other data that you provide to us in connection with these Terms (Third Party Data), that:
(i) you have all necessary rights in relation to Third Party Data, such that the Solution can be provided in respect of that data;
(ii) you are not breaching any Law by providing us with Third Party Data;
(iii) we will not breach any Law by providing the Solution in relation to any Third Party Data;
(iv) there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and, if there are any such restrictions, you have notified us of this and we have agreed to provide the Solution in respect of that data; and
(v) we will not breach any Third Party Terms by providing the Solution in relation to any Third Party Data.
(d) You agree at all times to indemnify and hold harmless us and our officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to by your breach of a warranty in this clause.
(e) You and we acknowledge that, in respect of any Third Party Data and for the purposes of Data Protection Legislation, you are the controller and we are the processor.
(f) We shall, in relation to any personal data processed in connection with this clause:
(i) process that personal data only on your written instructions, as updated from time to time;
(ii) keep the personal data confidential;
(iii) comply with your reasonable instructions with respect to processing personal data;
(iv) not transfer any personal data outside of the UK unless, in accordance with Data Protection Legislation, we ensure that the transfer is lawful;
(v) assist you, at your cost, in responding to any data subject access request and ensuring compliance with your obligations under Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
(vi) notify you without undue delay on becoming aware of a personal data breach or communication which relates to our or your compliance with Data Protection Legislation;
(vii) at your written request, delete or return personal data (and any copies of it) to you on termination of these Terms, unless required by Data Protection Legislation to store the personal data; and
(viii) maintain complete and accurate records and information to demonstrate compliance with this clause and allow for audits by you or your designated auditor.
(g) We shall ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate:
(i) pseudonymising and encrypting personal data;
(ii) ensuring confidentiality, integrity, availability and resilience of our systems and services;
(iii) ensuring that availability of and access to personal data can be restored in a timely manner after an incident; and
(iv) regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by us.
(a) (Service Limitations) The Solution is made available to you strictly on an 'as is' basis. Without limitation, you acknowledge and agree that we cannot guarantee that:
(i) the Solution will be free from errors or defects;
(ii) the Solution will be accessible at all times;
(iii) messages sent through the Solution will be delivered promptly, or delivered at all;
(iv) information received or supplied through the Solution will be secure or confidential; or
(v) any information provided through the Solution will be accurate or true.
(b) (Warranties) We warrant that:
(i) during the Subscription Period, the Platform will perform substantially in accordance with the Documentation;
(ii) during the Subscription Period, the Solution will be provided as described to you in, and subject to, these Terms; and
(iii) to our knowledge, the use of the Platform in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.
(c) (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.
(d) (Non-excludable liability) Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability which cannot lawfully be excluded or limited.
(a) To the maximum extent permitted by law, and subject to clause 13.3, the aggregate liability of each party to the other arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed:
(i) where you hold a Monthly Subscription, the total Subscription Fees paid or payable by you for the three-month period immediately preceding the event giving rise to liability;
(ii) where you hold an Annual Subscription, the total Subscription Fees paid or payable by you for the applicable 12-month Subscription Period; or
(iii) where the liability arises during a Free Trial Period, the Subscription Fees that would have been payable for three months had you subscribed at the standard monthly rate applicable to the Subscription being trialled.
(b) Where there is more than one event arising from substantially the same facts or circumstances, those events will be treated as a single event for the purposes of this clause.
To the maximum extent permitted by law, and subject to clause 13.3, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by us except:
(a) in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
(b) to the extent this liability cannot be limited or excluded under applicable law.
Clauses 13.1 and 13.2 do not apply to your liability in respect of loss or damage sustained by us arising from your breach of clauses 2 (Eligibility), 4 (Solution), 6 (Client Obligations), 7 (Fees),8 (Intellectual Property), 10 (Confidentiality)
To the extent that any applicable law imposes restrictions on the extent to which liability can be excluded or limited under these Terms, including sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 and any requirement of reasonableness, the exclusions and limitations set out in this clause shall be limited in accordance with those restrictions. Any exclusions or limitations of liability that are not affected by those restrictions shall remain in full force and effect.
(a) You may terminate a Free Trial Period at any time by notifying us or closing your Account through any functionality we make available for that purpose.
(b) Unless you actively enter into a paid Subscription, the Free Trial Period will expire automatically at the end of the applicable trial period and no Subscription Fees will become payable.
(a) Either party may terminate a Monthly Subscription for convenience by giving the other party at least one month's written notice.
(b) Termination will take effect at the end of the applicable monthly billing period following expiry of the notice period, and Subscription Fees remain payable until that date.
(a) An Annual Subscription will continue for the applicable 12-month Subscription Period.
(b) Where the Annual Subscription automatically renews, either party may prevent renewal by giving the other party at least three months' written notice before expiry of the then-current Subscription Period.
(c) Unless otherwise expressly agreed in writing, a notice given under clause 14.3(b) will take effect at the end of the then-current Subscription Period and does not entitle you to a refund of Subscription Fees already paid.
(a) Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms.
(b) A "Breach" of these Terms means:
(i) a party (Notifying Party) considers the other party (or any of its Personnel or Users) is in breach of these Terms and notifies the other party;
(ii) the other party is given 30 Business Days to rectify the breach; and
(iii) the breach has not been rectified within 30 Business Days or another period agreed between the parties in writing.
Upon termination of this agreement:
(a) you will no longer have access to the Platform, your Account or your User Data and we will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point);
(b) unless agreed in writing, any unpaid Subscription Fees that would otherwise have been payable after termination for the remainder of the Subscription Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable;
(c) the EULA will automatically terminate in respect of your Users; and
(d) each party must comply with all obligations that are by their nature intended to survive the end of this agreement.
(a) Following termination or expiry of these Terms, we will make User Data reasonably available for retrieval for 30 days after the end of your Subscription. After that period, we may delete User Data in accordance with the Data Processing Schedule, subject to any data retained temporarily in backups or as required by Law.
(b) You are responsible for retrieving any User Data that you wish to retain during the 30-day period. After that period, we may be unable to recover User Data that has been deleted, so we recommend that you retain any information which you are independently required to preserve.
(c) We will not be responsible to you, or any User, for, and we expressly disclaim any liability for, any cost, loss, damages or expenses arising out of the cancellation, termination or expiry of these Terms and any loss of data.
(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
(a) We will not be liable for any delay or failure to perform our obligations under this agreement if such delay or failure arises out of a Force Majeure Event.
(b) If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:
(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which we will be unable to perform or be delayed in performing our obligations under this agreement.
(c) Subject to compliance with clause 17(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strikes or other industrial action outside of our control;
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
(iv) any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.
(a) A notice or other communication to a party under these Terms must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the place whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring Business Day in that place; or
(ii) when replied to by the other party,
whichever is earlier.
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.
These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (currency) a reference to £ or "GBP" is to pound sterling, unless otherwise agreed in writing;
(c) (gender) words indicating a gender includes the corresponding words of any other gender;
(d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(e) (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(f) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(g) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(h) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(i) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(j) (includes) the word "includes" and similar words in any form is not a word of limitation; and
(k) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
| Term | Definition |
|---|---|
| Annual Subscription | means a Subscription with a Subscription Period of 12 months. |
| Authorised User | means an individual who is authorised by you to access and use the Platform on your behalf, including your Personnel, and who has been provided with an Account or otherwise given authorised access to the Platform. |
| Business Day | means a day, other than a Saturday, Sunday or public holiday in the jurisdiction whose laws govern these Terms, on which banks are open for general business. |
| Care Provider | means an organisation which provides care, accommodation, support or related services to children or young people, including children's residential homes, supported accommodation providers, semi-independent provisions and any other children's service which we approve to use the Platform. |
| Confidential Information | means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge. |
| Customer Personal Data | means any Personal Data processed by us on your behalf in connection with the provision of the Solution, including any Personal Data contained within User Data, in respect of which you act as Controller and we act as Processor. |
| Data Protection Legislation | has the meaning given in clause 11. |
| Documentation | means all manuals, help files and other documents supplied by us to you relating to the Platform. |
| Free Trial Period | means any period during which we permit you to access and use the Solution without payment of Subscription Fees, for the period specified by us when the Free Trial Period is offered. |
| Hosting Services | has the meaning given in clause 5. |
| Intellectual Property Rights | means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, database rights, moral rights, trade, business, company and domain names, trade secrets, know-how, confidential information and the right to have information kept confidential, or any rights to registration or renewal of such rights, whether created before or after the date of this agreement. |
| Material | means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever. |
| Monthly Subscription | means a Subscription which renews on a monthly basis. |
| Personnel | means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents. |
| Platform | has the meaning given in the first paragraph of these Terms. |
| Platform Content | has the meaning set out in clause 8.1(a). |
| Solution | has the meaning set out in clause 4.1. |
| Subscription | has meaning given in the first paragraph of these Terms. |
| Subscription Fees | means the fees payable by you for your Subscription, as specified on the Website, within the Platform or as otherwise agreed between you and us in writing, including any applicable recurring monthly or annual subscription fees, but excluding VAT and any other fees expressly stated to be payable separately. |
| Subscription Period | means the applicable period of your Subscription as selected by you on the Website or otherwise agreed with us in writing, including any Free Trial Period, Monthly Subscription or Annual Subscription. |
| Support Services | means the reasonable technical support provided by us in connection with the ordinary use and operation of the Platform, including reasonable assistance with access, functionality and technical issues relating to the Platform, but excluding training, customisation, development services, support relating to third-party systems or services, and any services otherwise agreed to be provided for an additional fee. |
| User | means you and each Authorised User who is permitted by you to access or use the Platform. |
| User Data | means any files, data, documents, information or other Materials which are uploaded to the Platform by you or any User, or which you, your Personnel or Users otherwise provide to us under or in connection with these Terms, including any Intellectual Property Rights attaching to those materials and information relating to young people in your care. |
| Website | means the website at the URL set out in the first paragraph of these Terms, and any other website operated by us in connection with the Solution. |
| Term | Meaning |
|---|---|
| End User | means you, an Authorised User or any person to whom the Licensee provides the Solutions and this EULA. |
| Head Agreement | means the agreement between the Provider and the Licensee in relation to the Solution. |
| Solution | means a B2B SaaS web application for organisations providing care, accommodation, support or related services to children and young people, including children's residential homes, supported accommodation providers and semi-independent provisions, to record and track developmental progress otherwise known as MapMyCare. |
| Licensee | means the entity which has entered into the Head Agreement with the Provider in relation to the Software for the purpose of sublicensing the Software to the End User. |
| Purpose | means the Licensee's internal operation of the children's services covered by the Head Agreement, including recording, viewing and tracking developmental information relating to young people receiving care, accommodation or support from the Licensee. |
| Provider | means MapMyCare Ltd company number 17346601 |
(a) This EULA applies to any End Users of the Solutions. You agree to, and will be deemed to have accepted, this EULA when you access the Solutions.
(b) By accessing the Solutions, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this End User Licence to the Solutions provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Solutions.
(c) This EULA commences on the date the Solutions are provided to you and will end when written notice is provided to you.
2.1 GRANT OF LICENCE
(a) Subject to this EULA and the Head Agreement, the Provider grants you a limited, revocable, non-exclusive, royalty-free and non-transferable licence during the period in which you are an authorised End User to access and use the Solution for the Purpose.
(b) Your licence is personal to you and you must not permit another person to access the Solution using your Account.
(c) You must only use the Licenced Materials:
(i) in accordance with the limitations of the Purpose;
(ii) in a manner that is consistent and compliant with clause 2.2; and
(iii) in compliance with any other restrictions notified to you in writing by the Licensee or the Provider from time to time.
2.2 RESTRICTIONS ON LICENCE
Except in accordance with clause 2.1(b), you must not, without prior written approval from the Licensee or the Provider in their absolute discretion:
(a) upload sensitive information or commercial secrets to the Solution;
(b) upload any harmful, discriminatory, defamatory, maliciously false implications, offensive, explicit, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material to the Solution;
(c) upload any material that is owned or copyrighted by a third party;
(d) make copies of the Solution;
(e) adapt, modify or tamper in any way with the Solution;
(f) remove or alter any copyright, trade mark or other notice on or forming part of the Solution;
(g) create derivative works from, translate or reproduce the Solution;
(h) publish or otherwise communicate the Solution to the public, including by making it available online or sharing it with third parties;
(i) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution to any third party;
(j) decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;
(k) attempt to circumvent any technological protection mechanism or other security feature of the Solution;
(l) permit any person to use or access the Solution;
(m) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Solution or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution;
(n) share your Solution account information with any other person and that any use of your account by any other person is strictly prohibited. You, must immediately notify the Provider of any unauthorised use of your account, password or email, or any other breach or potential breach of the Solution’s security;
(o) use the Solution for any purpose other than for the purpose for which it was designed, such as not using the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; nor
(p) act in any way that may harm the Provider’s reputation or that of associated or interested parties or do anything at all contrary to the interests of the Provider or the Solution.
Nothing in this clause prevents you from recording sensitive, safeguarding, behavioural, developmental or other information relating to a young person where you have been authorised by the Licensee to record that information and the recording is consistent with the Licensee's policies and applicable Law.
2.3 ACCESS BY MINORS/YOUNG PEOPLE
Where the Licensee permits a young person to view a designated part of the Solution:
(a) you must only permit access using functionality and permissions made available for that purpose;
(b) you must ensure that the young person cannot view information concerning another resident or information which the Licensee has not authorised them to view;
(c) you remain responsible for appropriately supervising that access; and
(d) the decision to permit such access remains the responsibility of the Licensee and its Personnel.
2.4 LIMITATIONS OF SOLUTION
The Provider does not guarantee, and make no warranties, to the extent permitted by law, that:
(a) the Solutions will be free from errors or defects;
(b) the Solutions will be accessible or available at all times; or
(c) any information provided through the Solutions is accurate or true.
2.5 ACKNOWLEDGEMENTS
You acknowledge that:
(a) information contained in the Solution depends in part upon information entered by the Licensee and its End Users;
(b) the Solution does not replace professional care, safeguarding, clinical or other professional judgment; and
(c) you must not rely on the Solution as the sole means of responding to an emergency or immediate safeguarding concern.
(a) The Provider does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Solutions.
(b) You must take your own precautions to ensure that the process which you employ for accessing the Solutions does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(c) To the maximum extent permitted by applicable law, we limit all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Solutions to £100 in aggregate. This includes the transmission of any computer virus.
(d) You indemnify the Provider and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Solutions or breach of this EULA (or both, as the case may be).
(e) You acknowledge and agree that the Provider will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of the Solutions and indemnify the Provider for any such damage, loss or expense.
(f) All express or implied representations and warranties given by the Provider or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
(i) in the case of goods, their replacement or the supply of equivalent goods or their repair; and
(ii) in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
(g) To the maximum extent permitted under applicable law, under no circumstances will the Provider or its Personnel be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Solutions, this EULA or their subject matter, except to the extent this liability cannot be limited or excluded under applicable law.
4.1 AUTOMATIC TERMINATION
This agreement will be automatically terminated, and your licence to the Solutions will be immediately revoked, if the Head Agreement expires or is terminated.
4.2 TERMINATION BY SERVICE PROVIDER OR LICENSEE
The Provider or the Licensee (or both) may terminate this agreement immediately by notice to you (as an individual user, without terminating the Head Agreement) if:
(a) you are in breach of any term of this agreement and have failed to remedy the breach within 10 Business Days after the notice; or
(b) you commit, or the Provider or the Licensee reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 2.
4.3 EFFECT OF EXPIRY OR TERMINATION
(a) In the event of expiry or termination of this EULA, you must:
(i) immediately cease using the Solutions; and
(ii) remove the Solutions from all materials in your care, custody or control that feature the Solutions, and, if the Solutions cannot be removed, then at the Provider’s option, return or destroy all such material.
(b) Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this agreement.
4.4 YOUR DATA ON TERMINATION
You are solely responsible for removing any information you store in the Solution prior to termination of this agreement. The Provider will not be liable to you for any loss of your or any other user’s data or information upon termination of this agreement.
5.1 GOVERNING LAW AND JURISDICTION
This EULA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this EULA or its subject matter or formation.
5.2 WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
5.3 FURTHER ACTS AND DOCUMENTS
Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.
5.4 ASSIGNMENT
You can’t assign, novate or otherwise transfer your rights or obligations under this agreement without the Provider’s prior consent.
5.5 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
Processing of Protected Data as necessary to provide the MapMyCare SaaS platform to Customer and enable Customer to record, organise, view and track developmental information relating to young people receiving care, accommodation or support from the Customer.
Collection, recording, organisation, structuring, storage, retrieval, consultation, display, transmission, restriction, backup, hosting, support and deletion of Protected Data through or in connection with the Solution.
To enable Supplier to provide, maintain, host, secure and support the Solution in accordance with Customer's instructions.
The duration of this agreement only.
To the extent entered into the Platform by Customer:
This Data Processing Schedule (“Schedule”) is incorporated into the Terms (“Agreement”) entered into between MapMyCare Ltd (Supplier) and you (Customer) and is effective as of the date of signature of the Agreement.
Under the Agreement, Supplier processes Protected Data as Processor on the documented instructions of Customer and may separately process certain Personal Data as an independent Controller for its own business purposes as described in the Agreement and Supplier’s Privacy Policy.
For the purposes of this Schedule, the following terms: “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, “Processor” and “Sub-Processor” shall have the meanings given to them under Applicable Privacy Laws. The following terms shall have the meanings:
| Customer | means the same legal entity or its Authorised Affiliates as set out in the Agreement. |
| Applicable Privacy Laws | all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the General Data Protection Regulation ((EU) 2016/679) to the extent applicable in the UK (GDPR) 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 (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner (ICO) or other relevant regulatory authority and which are applicable to a party (Supervisory Authority); and |
| Protected Data | means the Personal Data explicitly set forth in Part A of this Schedule which is received from or on behalf of Customer and/or otherwise processed by Supplier in its capacity as Processor on behalf of Customer (acting as Controller) through Supplier’s provision of, and Customer’s use of, the Solution as contemplated in the Agreement. |
Any other capitalised terms in this Schedule shall have the meanings set out in the Agreement.
For the purposes of this Schedule and the Agreement, the parties acknowledge and agree that:
(a) This Schedule does not apply to any data which does not, by itself, contain any information that would allow for the identification of an individual and therefore shall not constitute Personal Data under the Applicable Privacy Laws.
(b) Independent Controllers. This Schedule does not apply to the Parties’ respective obligations as independent (and not joint) Controllers of Personal Data. Supplier and the Customer operate as separate (and not joint) Controllers in respect to the Personal Data either Party may independently process in connection with the Services or otherwise. Accordingly:
(i) Supplier acts as a separate Controller only in respect of Personal Data which it determines the purposes and means of processing for its own business activities, including customer contact, Account administration, billing, support, security, legal compliance and permitted marketing activities, as further described in Supplier’s Privacy Policy.
(ii) Customer shall be deemed a separate Controller for Personal Data related to any Data Subjects provided to it by Supplier as part of the Solution under the Agreement.
(iii) The parties hereby undertake to respect applicable laws which apply to them as separate Controllers and to be liable separately for their own controllership obligations and responsibilities when acting as separate Controllers.
The parties agree that this Schedule shall only apply to processing activities whereby:
(a) Customer acts as Controller and Supplier acts as Processor in respect of Protected Data that is processed by Supplier as part of its Solution. For the avoidance of doubt, the Schedule shall only apply to data processing performed by Supplier as part of the Services subscribed to by Customer in the Agreement.
(b) Except where the parties expressly agree otherwise in writing following an assessment of their actual processing activities, Customer and Supplier do not act as Joint-Controllers of Protected Data.
Nothing in this Schedule relieves either party of any of their respective responsibilities or liabilities under the Applicable Privacy Laws.
When acting as Controller, Customer shall at all times comply with all Applicable Privacy Laws. Customer shall ensure that all instructions given by it to Supplier in respect of Protected Data (including the terms of this Schedule) comply with Applicable Privacy Laws. Customer is responsible for identifying and documenting an appropriate lawful basis for the processing, any applicable condition for processing Special Category Personal Data or criminal offence data, and for providing Data Subjects with any privacy information required by Applicable Privacy Laws. For the avoidance of doubt, Customer is not required to rely on consent where another lawful basis or applicable condition is available.
Supplier shall process Protected Data in compliance with the obligations placed on it under Applicable Privacy Laws and the terms of this Schedule.
Supplier shall only process (and shall ensure that its personnel and Sub-Processors only process) the Protected Data in accordance with the Customer’s instructions set out at Part A of this Schedule and the terms of this Schedule, except to the extent: (a) that alternative processing instructions are agreed between the parties in writing; or (b) otherwise required by Applicable Privacy Laws (in which case, Supplier shall inform Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest). If Supplier believes that any instruction received by it from the Customer is likely to infringe the Applicable Privacy Laws, it shall be entitled to cease to provide the relevant Solution under the Agreement, without liability, until the parties have agreed appropriate amended instructions which are not infringing.
To protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access, Supplier shall implement and maintain the technical and organisational measures in accordance with Supplier’s security commitment set out in Part B of this Schedule.
(a) Supplier’s current list of Sub-Processors is set forth in Part C, which Supplier may update in its discretion from time to time. Customer may request an up-to-date list of Sub-Processors at any time acting reasonably. Customer may reasonably object to Supplier’s replacement of a Sub-Processor or use of a new Sub-Processor by notifying Supplier promptly in writing, and in any case, within ten (10) Business Days after provision by Supplier of its updated list. Customer shall provide reasonable grounds for its objection, which must relate to compliance with Applicable Privacy Laws. In the event Customer fails to object in the foregoing timeframe, such Sub-Processor(s) shall be deemed to be accepted by Customer and added to Part C.
(b) In the event Customer reasonably objects to the replacement or use of new Sub-Processor(s), as permitted in Section 7(a), Supplier will use commercially reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid processing of Protected Data by the objected-to replacement or new Sub-Processor(s). If Supplier does not or is unable to make available such change within a reasonable time frame, Customer may terminate the applicable part of the Services which cannot be provided by Supplier without the use of the objected-to replacement or new Sub-Processor(s), upon providing thirty (30) Business Days written notice to Supplier. Termination of affected Service by Customer shall be deemed a termination for convenience by Customer and shall not impact Customer’s payment obligations under the Agreements.
(c) Prior to the relevant Sub-Processor(s) carrying out any processing activities in respect of the Protected Data, Supplier shall ensure that each such Sub-Processor(s) is bound by a written contract containing materially the same obligations as under this Schedule that is enforceable by Supplier. Supplier shall: (i) remain fully liable to the Customer under this Schedule for all the acts and omissions of each Sub-Processor as if they were its own (but not to a greater extent than that); and (ii) ensure that all persons authorised by Supplier (including Supplier’s personnel) or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
(a) Supplier shall (at the Customer’s cost) assist Customer in ensuring compliance with Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under the Applicable Privacy Laws) taking into account the nature of the processing and the information available to Supplier. Taking into account the nature of the processing, Supplier shall (at the Customer’s cost) assist Customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under Applicable Privacy Laws) in respect of any Protected Data, as this relates to Protected Data.
(b) Supplier shall promptly notify the Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer’s Personal Data; and ensure that it does not respond to that request except on the documented instructions of the Customer or as required by applicable laws to which Supplier is subject, in which case Supplier shall to the extent permitted by applicable laws inform Customer of that legal requirement before responding to the request.
Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data under Applicable Privacy Laws in or to countries outside of the European Economic Area (EEA) including the UK from 1st of July 2021) (unless Customer or Data Subject is based outside of the EEA without the prior written authorisation of the Customer, unless Supplier has implemented one of the safeguards set out in Chapter V (Articles 44-50) of the GDPR (including use of the Standard Contractual Clauses listed in the Annex) prior to such processing/transfer taking place. If the transfer is required by law, Supplier will inform the Customer of the legal requirement before such transfer. Due to the applicable processing activities between them, and where required under Applicable Privacy Laws, the parties will enter into and duly execute the relevant Standard Contractual Clauses (namely, the Processor-Controller or Controller-Controller Standard Contractual Clauses: refers to modules 1 and 4 in the Annex).
Supplier shall, in accordance with Applicable Privacy Laws, make available to Customer information reasonably necessary to demonstrate Supplier’s compliance with its obligations under this Schedule and applicable processor requirements. Before requesting an onsite inspection, Customer shall first reasonably seek to satisfy its audit requirements through information, questionnaires, certifications, audit reports or other documentation made available by Supplier. Where that information is insufficient, Customer may conduct, or appoint an independent auditor to conduct, an audit or inspection for this purpose, subject to a maximum of one audit request in any 12-month period, reasonable prior notice, normal business hours in the United Kingdom and minimal disruption to Supplier’s business, except where an additional audit is reasonably required following a Personal Data Breach or by a regulatory authority.
Supplier shall notify Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data and provide all information that Supplier considers Customer would reasonably require in order to handle such Personal Data Breach. Supplier shall cooperate with Customer and take reasonable commercial steps as are directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
(a) Upon termination of provision of the Services under the Agreement relating to the processing of Protected Data, at Customer’s cost and Customer’s option, Supplier shall either return the Protected Data that has been provided by the Customer only to Customer or securely dispose of such Protected Data that was provided by the Customer (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Supplier to store such Protected Data. Supplier shall not be required to retain any Protected Data for longer than thirty (30) Business Days following termination of expiry of the Agreement. In the absence of Customer requesting return of its Protected Data within this timeframe, Supplier shall be entitled to delete such Protected Data as it sees fit.
(b) Notwithstanding the foregoing, Supplier may retain information which has been genuinely anonymised and aggregated so that it no longer constitutes Personal Data and cannot reasonably be used to identify Customer or any Data Subject. Supplier will not seek to re-identify any Data Subject from such information.
(a) Customer, as Controller of Protected Data, is responsible for providing Data Subjects with privacy information required by Applicable Privacy Laws in relation to Customer’s processing of Protected Data.
(b) Supplier may provide its own Privacy Policy to individuals in respect of Personal Data processed by Supplier as an independent Controller. Where Supplier receives a request or complaint relating to Protected Data, Supplier may refer the individual to Customer and will provide Customer with reasonable assistance in accordance with this Schedule.
Each party shall only be liable for their own breach of the Applicable Privacy Laws or of this Schedule and shall not be jointly and/or severally liable for the other party’s breach. Accordingly, each Party agrees to hold harmless and to indemnify the other for any losses incurred due to the breach of the Applicable Privacy Laws arising out of or in connection with a party’s processing activity of Personal Data as contemplated in Section 13. In all cases, Supplier’s liability to the Customer for any breach of this Schedule or the Applicable Privacy Laws shall be subject to the cap on liability contained in the Agreement.
(a) Confidentiality. The confidentiality provisions in the Agreement shall apply to all information and data contemplated under this Schedule.
(b) Notices. All notices and communications given under this Schedule must be in writing and will be delivered personally, sent by post or by email to the address or email as set out in the Agreement.
(c) Governing Law and Jurisdiction. This Schedule is governed by the laws of England and Wales. Any dispute arising in connection with this Schedule, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of England and Wales.
Processing of the Protected Data by Supplier under this Schedule and the Agreement, shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Part A.
| Subject-matter of processing | To enable Supplier to provide the Services and perform its obligations under the Agreement for the provision of Solution, as contemplated by the Agreement. |
| Duration of the processing | For the duration of the Agreement and any limited post-termination period during which Supplier retains Protected Data in accordance with the Agreement and this Schedule. |
| Nature and purpose of the processing | To enable Supplier to provide the Services (namely Solution) to Customer pursuant to the terms of the Agreement. |
| Type of Personal Data | The categories of Personal Data described in Schedule 2, including identifying information, age and date of birth, developmental, educational, social development and risk assessment information, Account/User/access information, audit trail information and other information entered by Customer in connection with the care, accommodation, support or developmental progress of a young person. Further information is available in Supplier’s Privacy Policy at www.mapmycare.co.uk/privacy-policy.html. |
| Categories of Data Subjects | young people receiving care, accommodation or support from Customer; Customer's employees, workers and other authorised care or support staff; Customer's organisational administrators and area managers; and any other individuals whose Personal Data Customer elects to record in the Platform in accordance with the Agreement. |
In accordance with Applicable Privacy Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with this Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, Supplier shall implement appropriate technical and organisational security measures appropriate to the risk, including, as appropriate, those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR, to Protected Data.
| Sub-Processor | Processing Activity | Location (inside or outside of the UK or EEA) | Compliance URL | International Transfer Mechanism |
|---|---|---|---|---|
| Supabase | Database hosting, storage, authentication and backend infrastructure | United Kingdom (London region) for primary project data; limited ancillary/support processing may occur elsewhere | https://supabase.com/docs/guides/security | As required under the Supabase DPA and Applicable Privacy Laws |
| Cloud storage, document management, and analytical services | Data may be stored in various global locations; processing occurs globally | https://privacy.google.com/businesses/compliance/ | Data Privacy Framework and Standard Contractual Clauses |
Company Registration Number: 17346601 (Incorporated in England and Wales)
Registered Office: 128 City Road, London, United Kingdom, EC1V 2NX
Legal & Compliance Enquiries: info@mapmycare.co.uk