The terms that apply to an Assuraz subscription.
Version 1
1.1These terms and conditions ("Terms") apply to the supply of the Assuraz compliance management software and related services by Assuraz ("we", "us", "our") to the business named on the quotation ("you", "your").
1.2The quotation and these Terms together form the agreement between us (the "Agreement"). If there is a conflict, the quotation takes priority over these Terms. No other terms apply, including any terms on your purchase order, unless we agree them in writing.
1.3The Agreement starts when you accept the quotation, by signing it, sending a purchase order, confirming by email or paying the first invoice (the "Start Date").
1.4Assuraz is supplied to businesses only. You confirm that you are entering into the Agreement for the purposes of your business and not as a consumer.
2.1"Service" means the Assuraz web application, Base Camp employee portal, reception tablet pages and any other features included in your plan, as described on the quotation.
2.2"Plan" means the subscription level shown on the quotation, with its limits and allowances.
2.3"Add-on" means an optional paid module shown on the quotation.
2.4"Customer Data" means the information you or your users put into the Service.
2.5"User" means a person you allow to log in to the Service.
2.6"API" means the Assuraz application programming interface, which lets your other systems read from and send data to the Service using an API key.
3.1We grant you a non-exclusive, non-transferable right for your Users to use the Service during the subscription term for your internal business purposes, within the limits of your Plan.
3.2You are responsible for your Users, for keeping login details secure, and for everything done under your account.
3.3You must not: sell, sub-license or share access to the Service with third parties; copy, modify or reverse engineer it; attempt to get around its security, limits or allowances; use it to store or send unlawful, harmful or infringing material; or use it in a way that disrupts the Service for others.
3.4Your Plan includes the numbers of locations, employees and users, and the allowances (such as CDM sites, reception points, assets, AI generations, notification emails and file storage), shown on the quotation. When an allowance is used up the related feature stops until the allowance resets or more is added. Monthly allowances reset on the first day of each calendar month and unused amounts do not carry over.
3.5You can add Add-ons, extra employee blocks or allowance packs at any time. They are charged at our prices at the time, from the date they are added, and run until the end of your current subscription term.
4.1If we offer you a free trial, it lasts for the period we tell you. During a trial the Service is provided as it is, with reduced allowances, and either of us may end it at any time.
4.2At the end of the trial you can subscribe to keep your data and continue. If you do not subscribe, we may delete the trial account and its data 30 days after the trial ends.
5.1The fees are set out on the quotation. Annual subscriptions are invoiced yearly in advance. Monthly subscriptions are invoiced monthly in advance.
5.2Invoices are payable within 30 days of the invoice date unless the quotation says otherwise, or unless they are paid automatically under clause 5.7.
5.3Assuraz is not currently registered for VAT, so no VAT is charged. If we become registered for VAT, VAT will be added to our fees at the rate in force at the time.
5.4If an invoice is not paid on time we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and, after giving you at least 14 days' written notice, suspend access to the Service until payment is made. While suspended you can still sign in and read your data, but cannot add or change records.
5.5We may change our prices from the start of a renewal term by telling you at least 30 days before the renewal date.
5.6Any discount shown on the quotation applies to the term stated on the quotation, or to the first subscription term if no term is stated.
5.7You can pay invoices by card through our payment provider, Stripe. We do not see or store your full card details. If you turn on automatic renewal, you authorise us to charge the card you save, on or after the invoice date, for each renewal invoice and for any other invoice under the Agreement (such as Add-ons added during the term), until you turn automatic renewal off in Plan and billing or tell us in writing.
5.8For annual subscriptions on automatic renewal we will email you a reminder at least 30 days before each renewal date. If an automatic payment fails we will tell you and ask you to pay another way, and clause 5.4 applies if the invoice is then not paid on time.
6.1An annual subscription runs for 12 months from the Start Date and then renews automatically for further periods of 12 months.
6.2A monthly subscription runs for one month from the Start Date and then renews automatically each month.
6.3Either of us may stop the subscription renewing by giving written notice at least 30 days before the end of the current term for an annual subscription, or before the next billing date for a monthly subscription. Turning automatic renewal off only stops card payments: the subscription still renews, and the renewal invoice is then payable under clause 5.2, unless notice has been given under this clause.
6.4If you cancel, the subscription stops at the end of the period you have already paid for, and you keep full access until then. Fees already paid are not refundable, and cancelling part-way through a term does not entitle you to a refund for the rest of it, except where these Terms say otherwise or the law requires it. Any refund we choose to make is at our discretion.
7.1You own the Customer Data. You are the controller of any personal data in it, and we process it on your behalf as your processor.
7.2We will process personal data only on your documented instructions (which include using the Service as designed), keep it confidential, protect it with appropriate technical and organisational measures, and help you meet your obligations under the UK GDPR and the Data Protection Act 2018, as set out in Article 28 of the UK GDPR.
7.3The Service and Customer Data are hosted in the United Kingdom. We use carefully chosen sub-processors to provide the Service: Microsoft Azure (UK) for hosting, storage and email; Amazon Web Services (London region) for AI features, which use Anthropic's Claude model running on Amazon Bedrock; and Microsoft Azure Maps (North Europe region, Ireland) for maps, site locations and directions, which processes only the site addresses, map positions and hospital names sent to it, within the European Economic Area. We will tell you before adding or replacing a sub-processor, and you may object on reasonable grounds.
7.4We will tell you without undue delay after becoming aware of a personal data breach affecting Customer Data.
7.5You are responsible for having a lawful basis for the personal data you put into the Service, and for the accuracy of the Customer Data.
7.6Our privacy notice and security information are published on our website.
7.7If you use the API, sending Customer Data through it to the systems you choose (for example a reporting tool, spreadsheet, HR system or directory) is one of your documented instructions to us. Once the data has left the Service, you are responsible for it and for how it is protected and used in those systems, and they are not our sub-processors. Data you send into the Service through the API is Customer Data and is covered by this clause 7.
8.1We will use reasonable endeavours to make the Service available at all times, except for planned maintenance (which we will try to carry out outside UK business hours) and events outside our reasonable control.
8.2Support is provided through support tickets, which your Admin-level Users raise from within the Service (Settings > Support Tickets). If you cannot log in, or the Service is unavailable, you can email us at support@assuraz.co.uk. Each ticket is given a reference number, and the person who raised it is emailed when we reply or its status changes.
8.3Support is provided during our normal working hours, which are 09:00 to 17:00 UK time, Monday to Friday, excluding bank holidays in Scotland ("Working Hours"). Tickets raised outside Working Hours are dealt with from the start of the next working day.
8.4We aim to respond to and resolve tickets within the target times for their priority shown in the Service. Target times count Working Hours only, and the resolution time is paused while we are waiting for information from you. Target times are aims, not guarantees, and no service credits or refunds apply if a target is missed.
8.5We may change the priority of a ticket to reflect its real impact. Improvement ideas are considered for future development at our discretion, and we are not obliged to make them.
8.6Support covers help with using the Service and fixing faults in it. It does not include training, consultancy, entering data for you or advice on your management system, which we may offer separately.
8.7We back up the Service regularly. Backups are for recovering the Service as a whole and are not a substitute for your own records management.
8.8We continually improve the Service and may change its features, provided the change does not materially reduce the core functions of your Plan during your current term.
9.1Some features use artificial intelligence to draft text or read documents. AI output is a starting point only. It may be incomplete or wrong, and you must review it before relying on it.
9.2AI features are processed in the United Kingdom. Customer Data sent to an AI feature is used only to produce that result. It is not used to train or improve AI models, and it is not shared with the AI model's provider.
9.3AI requests and results are not stored by our AI provider. A result is kept in the Service only if you save it, and it then forms part of your Customer Data.
9.4The Service helps you organise and evidence your management system. It does not provide legal, health and safety or other professional advice, and using it does not guarantee certification to any standard or compliance with any law. You remain responsible for your compliance.
10.1API access is an Add-on. While it is active, your administrators can create API keys and connect your other systems to the Service, as described in our API documentation at /api-docs.
10.2API keys are confidential login details and clause 3.2 applies to them. You must keep them secure, give each system its own key where practical, and revoke a key straight away if you think it has been exposed. Everything done with a key is treated as done by you.
10.3Use of the API is subject to the rate limits and request sizes for your Plan published in the API documentation. Requests over a limit are refused until the limit resets. We may change the limits on 30 days' notice, but will not reduce them during your current subscription term except under clause 10.4.
10.4You must use the API fairly and only for your own internal business purposes. We may slow down, restrict or suspend API access, or a particular key, if its use threatens the security, stability or performance of the Service or breaches these Terms. Where we reasonably can, we will tell you first and work with you to fix the problem.
10.5We will give at least six months' notice before withdrawing or making a change to a version of the API that would stop existing integrations working, unless the change is needed for security or by law. We may add new data and features at any time.
10.6We log API requests (such as the key used, the address, the time and the result) to operate, secure and support the Service and to show you your usage.
10.7You are responsible for the systems you connect to the API and for the accuracy of the data they send. When API access ends, your keys stop working.
11.1We, or our licensors, own all intellectual property in the Service, including its software, libraries, templates and content. Nothing in the Agreement transfers it to you.
11.2You may use, adapt and keep the documents and records you create in the Service for your own business, including after the Agreement ends.
11.3If you send us suggestions or feedback, we may use them without any obligation to you.
12.1Each of us will keep the other's confidential information secret, use it only for the purposes of the Agreement, and disclose it only to people who need to know it and are bound by similar duties, or where the law requires.
12.2This clause continues for five years after the Agreement ends.
13.1Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.
13.2Subject to clause 13.1, neither of us is liable for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
13.3Subject to clause 13.1, each party's total liability arising under or in connection with the Agreement in any 12-month period is limited to the fees paid and payable by you in that period.
13.4Except as set out in these Terms, all warranties, conditions and other terms implied by law are excluded to the fullest extent permitted by law.
14.1Either of us may end the Agreement immediately by written notice if the other materially breaches it and, where the breach can be put right, fails to put it right within 30 days of being asked to; or if the other becomes insolvent, enters administration or liquidation, or stops trading.
14.2When the Agreement ends, your right to use the Service stops. For 30 days afterwards you can ask us for an export of your Customer Data. After that we will delete the Customer Data, except where the law requires us to keep it.
14.3Clauses which by their nature should continue after the Agreement ends will continue, including clauses 7, 11, 12 and 13.
15.1Neither of us is liable for delay or failure caused by events outside our reasonable control.
15.2You may not transfer the Agreement without our written consent. We may transfer it to a successor to our business, and will tell you if we do.
15.3We may update these Terms. Changes apply from your next renewal, and we will tell you about any material change at least 30 days before it applies.
15.4Notices must be in writing and may be sent by email: to us at info@assuraz.co.uk, and to you at the email address on the quotation or your account.
15.5The Agreement is the entire agreement between us about its subject matter. If any part is found unenforceable, the rest continues in force. A failure or delay in enforcing a right is not a waiver of it.
15.6Nothing in the Agreement gives any third-party right to anyone other than you and us, under the Contract (Third Party Rights) (Scotland) Act 2017 or otherwise, and no one else may enforce it.
15.7The Agreement and any dispute or claim arising out of or in connection with it are governed by the law of Scotland, and the Scottish courts have exclusive jurisdiction.