Terms of Service
These terms are a contract between businesses. Wellviax is supplied to organisations providing regulated care, not to consumers. By creating an account, or by using Wellviax, you confirm you are authorised to bind the organisation you are registering.
1. Who these terms are between
1.1 These terms are between Cipher Knights (“we”, “us”, “our”), the supplier of the Wellviax care management system, and the organisation that registers for or uses Wellviax (“you”, the “Customer”).
1.2 Where an individual accepts these terms, that person warrants that they have authority to bind the Customer. If you do not have that authority, you must not accept these terms or use the Service.
2. Definitions
2.1 “Service” means the Wellviax software, its web application, its mobile applications, and any support we provide with them.
2.2 “Customer Data” means all data you or your Authorised Users put into the Service, including care records, medication records, staff records and payroll data.
2.3 “Authorised User” means an individual you permit to use the Service under your account — your staff, your managers, and anyone else to whom you grant access.
2.4 “Order” means the written or emailed statement of the services, term and fees we agree with you. An Order forms part of these terms.
2.5 “Data Protection Laws” means the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003, each as amended.
3. Who we supply, and on what basis
3.1 We decide whom we supply. The Service is not offered to the public and is not available on request. Access begins only when we have assessed your organisation, agreed what is appropriate for your service, issued an Order, and enabled your account in writing. We may decline any enquiry or application without giving reasons.
3.2 Nothing on our website is an offer capable of acceptance. Any description, feature list or indicative figure is an invitation to contact us, and creates no obligation on us to supply.
3.3 Registering an account, or completing any form, does not by itself create a right to use the Service. Where an account is created before an Order is agreed, we may suspend or remove it at any time.
3.4 We grant you a non-exclusive, non-transferable, revocable licence to use the Service for your own internal business purposes during the term of your Order, and for no other purpose.
4. Fees — the Service is not free
4.1 The Service is a paid service. There is no free tier and no entitlement to a free trial. Any demonstration, pilot or evaluation access is given at our discretion, for a period we set, and may be withdrawn at any time without liability.
4.2 Fees are those set out in your Order. Pricing depends on the number of services, the number of people you support and the modules you use, and is quoted to you individually. Prices are not published.
4.3 Unless the Order says otherwise, fees are payable in advance, are exclusive of VAT, and are non-refundable. No refund is due for a period in which you chose not to use the Service.
4.4 We may increase fees on renewal by giving you at least 30 days' written notice before the renewal date. Fees for a term already paid for will not change during that term.
4.5 If an invoice is not paid by its due date we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend the Service under clause 12 after giving you 7 days' written notice and an opportunity to pay.
5. How you may use the Service
5.1 You are responsible for everything done under your account. You must ensure Authorised Users keep their credentials confidential and do not share logins. A shared login makes a care record unattributable, which defeats the purpose of keeping one.
5.2 You must not, and must not permit any person to:
- give access to anyone other than an Authorised User;
- resell, sublicense, or make the Service available to any third party;
- copy, adapt, reverse engineer or decompile the Service, except to the extent that this restriction cannot lawfully be excluded;
- use the Service to build a competing product, or to benchmark it for a competitor;
- upload anything unlawful, or anything you have no right to hold;
- attempt to access another organisation's data, or probe or test the security of the Service without our prior written consent;
- use automated means to extract data at a scale that affects the Service for others.
5.3 You must tell us without undue delay if you become aware of any unauthorised access to your account.
6. What remains your responsibility
6.1 Wellviax is a record-keeping and workflow tool. It does not provide care, and it does not make clinical or safeguarding decisions. You remain solely responsible for the care you deliver, for every clinical and safeguarding decision, for the accuracy of what your staff record, and for acting on what the Service shows you.
6.2 You remain responsible for your own regulatory compliance. We do not warrant, and nothing in the Service or our marketing should be read as warranting, that using Wellviax will make you compliant with the Health and Social Care Act 2008, the Care Quality Commission's regulations, the Children's Homes (England) Regulations 2015, Ofsted's requirements, or any other legal or regulatory obligation. The Service helps you record and evidence compliance; it cannot achieve it for you.
6.3 You are responsible for deciding whether an entry, notification or report produced by the Service is correct and complete before you rely on it or submit it to a regulator. Where the Service tracks a statutory deadline, that is an aid to your own process and does not transfer the duty to us.
6.4 You are responsible for the lawfulness of the Customer Data, for having a lawful basis to process it, and for issuing your own privacy information to residents, service users, families and staff.
6.5 You are responsible for your own devices, networks and internet access, and for keeping your staff's contact details and access rights up to date within the Service.
7. Data protection
7.1 For the Customer Data, you are the controller and we are the processor as those terms are used in the Data Protection Laws. You decide why and how the Customer Data is processed; we process it on your documented instructions.
7.2 Our processing obligations, including the matters required by Article 28 of the UK GDPR, are set out in our Privacy Policy and in any data processing agreement we sign with you. Where a signed data processing agreement exists, it prevails over these terms on data protection matters.
7.3 You instruct us to process the Customer Data for the purpose of providing the Service, and for no other purpose except where we are required to do so by law.
7.4 We will assist you, so far as is reasonable and at your cost where the work is more than trivial, with data subject requests, data protection impact assessments and consultations with the Information Commissioner's Office.
7.5 Personal data in the Service is hosted in the European Economic Area. We will not transfer Customer Data outside the UK or EEA without an appropriate safeguard under the Data Protection Laws.
8. Intellectual property
8.1 We own the Service. All intellectual property rights in Wellviax, including its software, design, documentation and branding, belong to us or our licensors. Nothing in these terms transfers any of those rights to you.
8.2 You own the Customer Data. Nothing in these terms transfers ownership of the Customer Data to us. You grant us a licence to host, copy, transmit and display it strictly as needed to provide the Service and to meet our obligations to you.
8.3 We may create and use aggregated, statistical and anonymised information derived from use of the Service, provided it does not identify you, any individual, or any person receiving care. Such information is ours. It will never include, and will never be capable of revealing, care records or any special category personal data.
8.4 If you give us feedback or suggestions, we may use them without restriction and without owing you anything.
9. Availability and support
9.1 We aim to keep the Service available, but we do not warrant that it will be uninterrupted or error-free. It depends on hosting providers, networks and your own connectivity, none of which we fully control.
9.2 We may carry out planned maintenance. Where it is likely to interrupt the Service materially, we will give reasonable notice where we can. Emergency maintenance may be carried out without notice.
9.3 Support is provided during our normal working hours by telephone and email at the addresses on our Support page. Any response or restoration targets are those in your Order; where the Order is silent, no service level is promised.
9.4 You must keep your own contingency arrangements. A regulated care service must be able to continue safely if a system is unavailable, and it is your responsibility to have that plan.
10. Warranties
10.1 We warrant that we will provide the Service with reasonable skill and care, and that we have the right to grant the licence in clause 3.4.
10.2 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. In particular we do not warrant that the Service will meet your requirements, will be free from defects, or will produce any particular outcome, including any inspection outcome or rating.
11. Liability
11.1 Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded. This clause is stated first because a contract that purports to exclude those things is, to that extent, void — and an unenforceable clause protects nobody.
11.2 Subject to clause 11.1, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:
- loss of profit, revenue, business, contracts or anticipated savings;
- loss of goodwill or reputation;
- any regulatory finding, rating, enforcement action, penalty or condition imposed on you;
- loss or corruption of data, except to the extent it results from our breach of clause 7 or our failure to take the security measures we describe in our Privacy Policy;
- any indirect or consequential loss.
11.3 Subject to clause 11.1, we are not liable for any loss arising from: your use of the Service other than as permitted; inaccurate, incomplete or untimely Customer Data; a decision made by you or your staff; your failure to act on information the Service made available to you; or a failure of your own equipment or connectivity.
11.4 Subject to clause 11.1, our total liability arising out of or in connection with these terms in any 12 month period is limited to the total fees paid by you to us in the 12 months immediately before the event giving rise to the claim.
11.5 You must notify us of any claim within 12 months of becoming aware of the circumstances giving rise to it.
11.6 You will indemnify us against any claim brought against us by a third party arising from the Customer Data, from your breach of clause 5, or from your failure to meet your obligations under the Data Protection Laws as controller.
12. Suspension and termination
12.1 Either party may terminate an Order at the end of its term by giving the notice stated in that Order, or where the Order is silent, 30 days' written notice.
12.2 We may suspend your access immediately, without liability, if: an invoice is overdue and clause 4.5 has been followed; we reasonably believe your use threatens the security, integrity or availability of the Service or of another customer's data; or we are required to do so by law.
12.3 Either party may terminate immediately by written notice if the other commits a material breach that is not remedied within 30 days of written notice, or becomes insolvent.
12.4 On termination, we will make the Customer Data available for export for 30 days. After that period we may delete it, and after 90 days we will delete it, except where we are required to retain it by law. It is your responsibility to export what your own retention obligations require you to keep — for care records, that is typically many years, and it is far longer than we hold data for a former customer.
12.5 Clauses which by their nature should survive termination do so, including clauses 7, 8, 11 and 15.
13. Confidentiality
13.1 Each party will keep the other's confidential information confidential, use it only for the purposes of these terms, and disclose it only to those who need it and are under equivalent obligations.
13.2 This does not apply to information that is public through no breach, was already lawfully known, or must be disclosed by law or a regulator.
14. Changes to these terms
14.1 We may change these terms. Where a change materially affects your rights or obligations, we will give you at least 30 days' notice by email to your account administrator and by notice within the Service.
14.2 If you object to a material change, you may terminate on written notice before the change takes effect, and we will refund fees paid for any period after termination. Continuing to use the Service after the change takes effect means you accept it.
15. General
15.1 Entire agreement. These terms and your Order are the entire agreement between us and replace anything said or written before. Neither party relies on any statement not set out in them. Nothing in this clause limits liability for fraudulent misrepresentation.
15.2 No partnership. Nothing creates a partnership, joint venture or employment relationship between us.
15.3 Assignment. You may not assign these terms without our written consent. We may assign them to a group company or on a sale of our business.
15.4 Third parties. No one other than you and us has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
15.5 Severance. If any provision is held unenforceable, the rest continues in force and the provision is modified to the minimum extent necessary to make it enforceable.
15.6 Force majeure. Neither party is liable for failure caused by events beyond its reasonable control, but this does not excuse any obligation to pay.
15.7 Governing law. These terms and any dispute arising from them are governed by the law of England and Wales, and both parties submit to the exclusive jurisdiction of the courts of England and Wales.
16. Contact
Cipher Knights
Email: support@cipherknights.com
Telephone: +44 7424 967568