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.

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 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.

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, 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.

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. 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.

5. Charges, term and renewal

1. 1.A subscription is a fixed term of twelve months, paid annually in advance.
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.
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.

Statutory interest and compensation may be charged on late payment under the Late Payment of Commercial Debts (Interest) Act 1998.

6. 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.

7. Our intellectual property

The Service, the policy library, the document content, the software, the designs 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 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;
• •use the library, in whole or part, to build, train or supply a competing product or service;
• •systematically download, scrape or bulk-extract content beyond ordinary operational use;
• •remove or obscure any copyright line, licence 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.

Exports carry a licence reference derived from your organisation. We monitor export volumes for extraction patterns and may rate-limit, suspend or terminate an account that shows them.

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.

8. 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.

9. 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, 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, and that you have met your own transparency obligations to the people it concerns.

10. Limitation of liability

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

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 and the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total Charges paid by the Customer in the twelve months immediately before the event giving rise to the claim.

Subject to the same, we are not liable for any of the following, however arising: loss of profit; loss of revenue; loss of anticipated savings; loss of business or opportunity; loss of goodwill or reputation; loss of or corruption of data (except to the extent caused by our breach of the Data Processing Agreement); regulatory fines, penalties, conditions or enforcement action taken against you; the outcome of any inspection or rating; 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. Our documents are drafted as a starting point for adoption by a competent professional exercising their own judgement.

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

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. 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.

11. Indemnity

You will indemnify us against claims, losses and reasonable costs arising from: your use of the Service in breach of these Terms or the Acceptable Use Policy; content you upload that infringes a third party's rights or is unlawful; and your failure to have a lawful basis for personal data you place in the Service.

12. 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.
• •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 or any use outside your own service.
• •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.

13. 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 — take effect on publication. Continuing to use the Service after a change takes effect is acceptance of it.

14. 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 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 these Terms without our written consent, which will not be unreasonably withheld. We may assign to a successor of our business.

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

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 or representation, except that nothing limits liability for fraudulent misrepresentation.

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.