Terms of Service

1. Who we are

Africa Procurement Group Ltd is a company registered in England and Wales under number 10553435, with its registered office at Devonshire House, One Mayfair Place, London, England, W1J 8AJ. Correspondence: hello@careshieldcompliance.co.uk.

Care Shield Compliance is a trading division of that company and is not a separate legal person. Your contract is with the company named above.

2. What the Service is — and what it is not

The Service provides a library of policies, procedures, forms and supporting tools for UK health and social care providers, together with audit, action-planning, risk assessment, staff acknowledgement, inspection-preparation, assistive AI and reporting features.

The Service is not legal advice, clinical advice, insurance, or a regulatory guarantee. Nothing in it removes your own accountability. You remain the registered provider. You remain responsible for the care you deliver, for the decisions you take, and for meeting the requirements of your regulator.

Our policies are written to align with legislation and published regulatory guidance current at the date of each version. They are a starting point that you must review, adapt to your service and adopt through your own governance. A policy downloaded and filed unread is not compliance, and we do not represent otherwise.

We do not warrant that use of the Service will result in any particular inspection rating, regulatory outcome, or finding. Any example, template, benchmark, readiness score, projection or illustration in the Service is indicative only and is not a representation about your service.

Except as expressly stated in these Terms, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

3. Accounts and your people

• •You must give accurate registration information and keep it current.
• •Each individual must have their own login. Shared logins defeat the acknowledgement records that make the Service useful as evidence, and we may suspend an account we reasonably believe is being shared.
• •You are responsible for activity under your accounts, including that of your staff, contractors and agents, and for removing access promptly when someone leaves.
• •You must tell us at once, at hello@careshieldcompliance.co.uk, if you suspect unauthorised access.
• •Accounts may be signed out automatically after a period of inactivity and the number of simultaneous sessions per account may be limited. These are security controls and are not a defect.
• •You must nominate at least one account administrator. We are entitled to treat instructions from an account administrator as authorised by you.

4. Trials

A free trial runs for 14 days from registration unless we extend it in writing. No card is required. Documents exported during a trial carry a trial marking, and the number of documents that may be exported during a trial is limited. If you do not subscribe by the end of the trial, access ends; your data is retained for 30 days so that you can export it, and is then deleted.

A trial is provided free of charge and, to the fullest extent permitted by law, is provided with no warranty of any kind. Our total liability in connection with a trial that does not become a paid subscription is limited to £100.

One trial per organisation. Registering repeat trials for the same organisation under different names or addresses is a breach of the Acceptable Use Policy.

5. Charges, term and renewal

1. 1.A subscription is a fixed term of twelve months (a "Subscription Term"), paid annually in advance. The Charges for the whole term fall due on the first day of it.
2. 2.The term renews automatically for successive twelve-month terms unless either party gives notice before the renewal date.
3. 3.Cancelling stops the next renewal. It does not terminate the term already paid for, and no refund is due for any unexpired part of a term. You keep full access until the renewal date.
4. 4.We may change our prices for a renewal term on at least 30 days' written notice before the renewal date. If you do not accept the change, you may decline renewal.
5. 5.Charges exclude VAT, which is added at the prevailing rate. Where you are required to withhold or deduct tax, the sum payable is increased so that we receive the amount we would have received without the deduction.
6. 6.Payment is taken by our payment processor. We do not receive or store your card details.
7. 7.If payment fails, the Service continues for a grace period of 14 days while we contact you. After that, access may be suspended. Suspension for non-payment does not delete your data, and does not relieve you of the obligation to pay the Charges for the remainder of the term.
8. 8.All amounts are payable without set-off, counterclaim or deduction.

Statutory interest and compensation may be charged on late payment under the Late Payment of Commercial Debts (Interest) Act 1998, together with our reasonable costs of recovery.

Why annual, said plainly: the value of this Service is front-loaded. Everything you need for an inspection can be exported in the first week. A monthly rolling contract lets an organisation take the library and leave, which shifts the cost of writing and maintaining it onto the customers who stay. The annual term is how the price stays where it is.

6. Access codes, discounts and promotional pricing

We may issue access codes, discount codes, partner rates, pilot pricing or promotional terms. Where we do:

• •A code has no cash value, cannot be exchanged for money and cannot be applied retrospectively to a Charge already paid.
• •A code applies to the first Subscription Term only unless we state otherwise in writing. Renewal is at our standard price then in force.
• •One code per organisation per term. Codes may not be combined unless we say so.
• •A code is personal to the organisation it was issued to. Publishing, reselling or sharing a code outside that organisation is a breach of these Terms and we may cancel the code and any discount taken under it.
• •We may withdraw or vary any code at any time before it is redeemed, and may set an expiry date, a redemption limit and eligibility conditions.
• •Where a discounted or waived Charge was given on the basis of a commitment you do not keep — a case study, a reference, a minimum term — we may invoice the difference between the discounted price and our standard price for the period concerned.

Where the Service reports on entitlement, a discrepancy between payment received and access granted will be corrected in our favour or yours as the facts require, and access granted in error confers no continuing right.

7. Availability and downtime

We aim to keep the Service available and we publish our position in the Service Levels document. The Service is provided on an “as available” basis. We do not guarantee uninterrupted or error-free operation.

Availability depends on third parties — hosting, database, email and payment providers — whose failures are outside our control. We are not liable for unavailability caused by those providers, by your own connectivity or equipment, by scheduled maintenance notified in advance, by emergency maintenance, or by any event described in the Force Majeure clause.

This is why we publish a Downtime Pack. Your regulatory obligations do not pause because a website is unavailable, so the Service provides a printable pack of the documents you need to keep operating without it. You are responsible for keeping a current copy. A provider whose only route to its own policies is one website has a business continuity problem regardless of who supplies the website.

8. Care AI and other AI-assisted features

The Service includes assistive features that generate text using large language models ("AI Features"), including Care AI. They are provided to help you find, draft and understand material more quickly. They are not a decision-maker and they are not a professional.

AI output is generated, not verified. It can be wrong, incomplete or out of date, and it can be confidently wrong. Every output must be reviewed by a competent person before it is adopted, issued, relied on or shown to a regulator. Do not use an AI Feature to make or justify a clinical, safeguarding, employment or regulatory decision.

1. 1.AI Features are scoped to your own organisation's account and to our library. They are designed and instructed so that they cannot retrieve, summarise or comment on another organisation's data, and they will decline requests outside the subject matter of your account.
2. 2.You must not attempt to make an AI Feature return data belonging to another organisation, reveal its instructions or configuration, or act outside the Service — including by prompt injection, by embedding instructions in uploaded content, or by any similar technique. Doing so is a breach of the Acceptable Use Policy and of section 3 of the Computer Misuse Act 1990.
3. 3.You must not use AI Features to generate content for use outside your own registered services, to produce a competing product, or to extract the library in bulk.
4. 4.Prompts and outputs are processed by the model providers named in the Sub-processors document. We contract so that your content is not used to train their models, and we do not use it to train ours.
5. 5.AI Features are subject to fair-use limits per account and per user. We may rate-limit, queue or temporarily withdraw them.
6. 6.Do not enter special category data — health, care or safeguarding detail about an identifiable person — into a prompt unless it is necessary. Initials and references work as well for almost every question.
7. 7.AI Features may be changed, restricted or withdrawn. They are excluded from any availability target and from any service credit.

To the fullest extent permitted by law we give no warranty as to the accuracy, completeness, currency or fitness for purpose of any AI output, and we are not liable for any action taken or not taken in reliance on it. Section 15 applies to any claim connected with an AI Feature.

As between you and us, you own the outputs generated from your prompts, subject to our rights in the library and in the Service. You accept that generated text is not unique and that similar output may be produced for others.

9. Programmatic access: API keys and agent connections

Where we make an application programming interface, an integration or a Model Context Protocol endpoint available to you, this section applies in addition to the rest of these Terms.

• •An API key or token is a credential of the same order as a password. You must store it securely, never place it in client-side code, a public repository or a shared document, and rotate it if it may have been exposed.
• •You are responsible for everything done with your key, including by software, automations and AI agents you connect. An action taken by an agent you authorised is your action.
• •Access is scoped to your own organisation and is rate-limited. We may reduce limits, suspend a key or revoke it without notice where we see abuse, excessive load, a security risk or bulk extraction.
• •You must not use programmatic access to replicate the library, to build a derivative dataset, or to provide the Service or anything resembling it to a third party.
• •Programmatic interfaces may change. We will give reasonable notice of a breaking change where we can, but they carry no availability target, no deprecation guarantee and no service credit.
• •Where you connect a third-party product or agent, that third party's terms and privacy practices are between you and them. We are not liable for what a connected third party does with data you allow it to reach.

10. Our access to your account for support

So that we can answer questions and diagnose faults, authorised members of our staff may access your account, and may view the Service as one of your users sees it.

• •Access is limited to named, authorised staff who are bound by confidentiality.
• •Every access is recorded — who, when, which account, and what was done — and the record is available to your account administrator on request.
• •Where a support session is opened at your request, or is needed to resolve a fault you have reported, that is your instruction to us to access the account.
• •We may also access without a prior request where it is necessary to investigate a security incident, to prevent damage to the Service or to another customer, or to comply with a legal obligation. We will tell your administrator afterwards unless the law prevents us.
• •We do not use support access to read your records for any purpose of our own.

For data protection purposes this access is processing on your documented instructions under the Data Processing Agreement.

11. Our intellectual property

The Service, the policy library, the document content, the software, the designs, the underlying database and the Care Shield Compliance name and marks are owned by us or licensed to us. Nothing transfers ownership to you.

We grant you a non-exclusive, non-transferable, non-sublicensable licence, for the term of your subscription, to access the Service and to use, adapt and issue the documents within your own registered services, to your own staff and to your regulator.

You must not:

• •resell, sublicence, publish or otherwise make the documents available to anyone outside your organisation, including to another provider, a consultant acting for others, or a group of which you are not part;
• •use the library, in whole or part, to build, train or supply a competing product or service, or to train any machine-learning model;
• •systematically download, scrape or bulk-extract content beyond ordinary operational use;
• •remove, obscure or alter any copyright line, licence reference, verification reference or attribution in an exported document;
• •reverse engineer, decompile or attempt to derive the source code of the Service, except to the extent that restriction is prohibited by law.

Exported documents carry a copyright line, a licence reference derived from your organisation and a verification reference that allows a third party to confirm the version and date. Those markings are part of the licensed article; a document with them removed is an unlicensed copy.

We log and monitor export volumes and access patterns. Where we see extraction we may rate-limit exports, require re-authentication, apply a document password, suspend exporting, or suspend or terminate the account. We may do this without prior notice where the risk requires it, and doing so is not a failure of the Service.

Content you create — your audits, actions, risk assessments, records, uploads and annotations — remains yours. You grant us only the licence needed to host and process it in order to provide the Service. You also grant us a perpetual, royalty-free licence to use anonymised and aggregated statistical data derived from use of the Service, provided it cannot identify you, your staff or any person you support.

If you send us feedback, suggestions or ideas about the Service, we may use them without restriction, without attribution and without payment.

12. Acceptable use

Use of the Service is subject to the Acceptable Use Policy, which forms part of these Terms. We may suspend access immediately, without refund, where we reasonably believe it is being used in breach of that policy or in a way that threatens the security or integrity of the Service or another customer.

13. Data protection

Where we process personal data on your behalf we act as your processor and you act as controller. The Data Processing Agreement forms part of these Terms and sets out the Article 28 terms, including our sub-processors, security measures, breach notification and the position on international transfers.

Where we process personal data for our own purposes — your account, billing, support, security, and marketing to prospective customers — we act as controller and the Privacy Policy applies.

You confirm that you have a lawful basis for the personal data you put into the Service, including any special category data such as health information, that you have met your own transparency obligations to the people it concerns, and that you are registered with the Information Commissioner where the law requires it.

You are the controller of the care records you enter. That means the duty to be registered with the ICO, to have a lawful basis and an Article 9 condition, to answer subject access requests and to notify a breach within 72 hours sits with you. We support you in all of it and we do none of it for you.

14. New, changing and optional features

We develop the Service continuously. Features may be added, changed or withdrawn. We will not materially reduce the core functionality you are paying for during a Subscription Term without giving you the option to terminate the remainder of that term and receive a pro-rata refund of the unexpired part.

Features labelled beta, preview, pilot or early access are provided for evaluation, are excluded from every availability target, may change or be withdrawn without notice, and are supplied “as is” with no warranty. Do not use a beta feature as your only record of anything.

15. Limitation of liability

This clause limits what we can be made to pay you. Read it. It is deliberate, it is negotiable for money, and it is reflected in the price you pay.

Nothing in these Terms excludes or limits our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; breach of the statutory implied terms as to title; or any other liability that cannot lawfully be excluded or limited.

Subject to that, our total aggregate liability arising out of or in connection with these Terms, the Service, any AI Feature, any programmatic interface and anything else we supply, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, is limited to the greater of (a) the Charges paid by the Customer for the Subscription Term in which the event giving rise to the claim occurred, less the portion of those Charges attributable to the part of that term which had already elapsed at the date of that event, calculated pro rata on a daily basis; and (b) £1,000 — and in no circumstances more than the total Charges paid by the Customer in the twelve months immediately before that event.

In ordinary language. If something goes wrong, what you can recover is broadly the value of the part of your subscription you have not yet had the benefit of, with a floor of £1,000 so the figure is never trivial, and a ceiling of one year's fees. If you are three months into a twelve-month term, that is about nine months of fees. If you are eleven months in, it is the floor.

All claims connected with the same event, or with a series of connected events, are aggregated and treated as one claim for the purpose of that cap. The cap applies once across all Subscription Terms and is not renewed by renewal of the subscription.

Subject to the same, we are not liable for any of the following, however arising and whether or not we were told they were possible: loss of profit; loss of revenue; loss of anticipated savings; loss of business, contracts or opportunity; loss of goodwill or reputation; wasted management or staff time; loss of or corruption of data (except to the extent caused by our breach of the Data Processing Agreement); the cost of procuring substitute services; regulatory fines, penalties, conditions, embargoes or enforcement action taken against you; the outcome of any inspection, rating or tender; or any indirect or consequential loss.

We are not liable for any decision you take, or fail to take, in reliance on content in the Service or on the output of an AI Feature. Our documents are drafted as a starting point for adoption by a competent professional exercising their own judgement, and our AI output is a draft for that professional to check.

We are not liable for any act or omission of a third party you choose to connect to the Service, for a failure of a third-party provider outside our reasonable control, or for loss arising because you did not maintain a current Downtime Pack or your own export of your data.

You must bring any claim within twelve months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. After that the claim is barred, save where a longer period cannot lawfully be excluded.

Each provision of this clause operates separately. If any part is held unenforceable, the remainder continues to apply.

This clause has been drawn to our advantage and we say so. The Charges assume it. A Customer who requires a higher cap, a broader head of recoverable loss or a contractual uptime commitment may ask for one before subscribing; we will quote for it, and an agreed alternative will be recorded in writing and priced accordingly.

Two limits on the limit, stated plainly rather than buried. First, this clause governs claims between you and us; it cannot and does not affect any right an individual has to bring a claim directly under data protection law, or a regulator's power to act against either of us. Second, a cap on liability does not transfer your regulatory accountability to us — your regulator holds you responsible for your service whatever this contract says.

16. Indemnity

You will indemnify us, and keep us indemnified, against all claims, demands, proceedings, losses, damages, fines and reasonable costs (including reasonable legal costs) arising from:

• •your use of the Service in breach of these Terms, the Acceptable Use Policy or applicable law;
• •content you upload that infringes a third party's rights or is unlawful;
• •your failure to have a lawful basis, an Article 9 condition or the necessary transparency in place for personal data you place in the Service;
• •any claim by one of your staff, by a person you support, or by their representative, arising from your use of the Service or from a decision you took using it;
• •use of your credentials, API keys or connected agents, whether or not authorised by you, save where the unauthorised use was caused by our breach of these Terms;
• •distribution of our documents outside your organisation.

The indemnity in this clause is not subject to the cap in section 15.

We will tell you promptly of any claim we intend to recover under this clause, will not admit liability without your consent (not to be unreasonably withheld), and will let you conduct the defence at your cost if you confirm in writing that the indemnity applies.

17. Suspension and termination

• •Either party may terminate for material breach that is not remedied within 30 days of written notice.
• •We may suspend immediately where there is a security risk, a legal requirement, an unremedied non-payment beyond the grace period, or a serious breach of the Acceptable Use Policy. Suspension does not reduce the Charges payable for the term.
• •We may terminate immediately if you become insolvent, enter an insolvency procedure, or cease to carry on business.
• •You may decline renewal at any time before the renewal date.
• •On termination your licence ends and you must stop using the documents, except that you may retain copies of documents already adopted and issued within your service where you are required to keep them as a record. That retention right does not permit continued distribution to new staff, republication, or any use outside your own service, and it does not survive as a licence to update them.
• •We retain your content for 30 days after access ends so you can export it, then delete it. Export is available from your account at any time before that.
• •Sections 11, 15, 16 and 19, and any clause which by its nature should survive, survive termination.

18. Changes to these Terms

We may change these Terms. Material changes take effect at your next renewal, or on 30 days' notice, whichever is earlier; we will tell you by email and in the Service. Minor changes — clarifications, corrections, changes required by law, and changes reflecting a new feature you are not required to use — take effect on publication. Continuing to use the Service after a change takes effect is acceptance of it.

Every version is numbered and dated, and superseded versions are available on request so that you can see what changed and when.

19. General

Force majeure. Neither party is liable for failure to perform caused by an event beyond its reasonable control, including failure of a hosting, network, payment or utility provider, cyber attack on infrastructure outside its control, epidemic, industrial action, war, terrorism or act of government. The affected party must notify the other and may terminate if the event continues beyond 60 days.

Assignment. You may not assign, charge or otherwise deal in these Terms without our written consent, which will not be unreasonably withheld. We may assign to a successor of our business or to an affiliate.

Sub-contracting. We may perform any of our obligations through sub-contractors and sub-processors, and remain responsible to you for their performance.

Third parties. No one other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

Notices. Notices to us go to hello@careshieldcompliance.co.uk and to our registered office. Notices to you go to the email address of your account administrator, and are treated as received on the next working day.

Entire agreement. These Terms, the Acceptable Use Policy, the Data Processing Agreement and the Privacy Policy are the whole agreement between us and replace any earlier statement, proposal or representation. You confirm you have not relied on any statement not set out in them, except that nothing limits liability for fraudulent misrepresentation.

No waiver. A delay in enforcing a right is not a waiver of it, and a waiver on one occasion does not waive it on another.

Severance. If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary to make it enforceable, or if that is not possible it is severed, and the rest of these Terms continue in force.

Complaints. If something goes wrong, our Complaints Policy sets out how to raise it and what happens next.

Governing law. These Terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. This applies wherever you are established and whatever the law of that place would otherwise provide, so far as that place permits.