Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you (the "Customer", "Client", "you") and Statixs ("we", "us", "our", "Company"), governing your access to and use of the Statixs software-as-a-service platform (the "Service", "Platform", "Software").

By accessing or using our Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

These Terms apply to all users of the Service, including but not limited to care homes, NHS trusts, healthcare providers, and their authorised personnel.

2. Service Description

Statixs provides a comprehensive cloud-based HR management platform specifically designed for healthcare employers, including but not limited to:

• CQC compliance management and reporting
• Staff scheduling and rota management
• Background vetting and DBS check coordination
• Training and certification tracking
• Document management and storage
• Applicant management and onboarding
• Reference checking services

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with reasonable notice to Customers where practicable.

3. Account Registration and Eligibility

3.1 Registration Requirements

To use the Service, you must create an account by providing accurate, complete, and current information. You agree to:

• Provide truthful and accurate registration information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorised access or security breach
• Accept responsibility for all activities under your account

3.2 Eligibility

You represent and warrant that you:

• Are at least 18 years of age
• Have the legal authority to enter into this Agreement
• Are authorised to bind your organisation to these Terms
• Are using the Service for legitimate business purposes in the healthcare sector

4. Subscription and Payment Terms

4.1 Pricing

Our standard pricing is £5 per user per month, billed monthly or annually as selected. All prices are exclusive of VAT and other applicable taxes unless otherwise stated.

4.2 Free Trial

We offer a 30-day free trial period for new customers. No credit card is required for the trial. At the end of the trial period, your subscription will begin unless you cancel before the trial ends.

4.3 Payment

Payment is due in advance for each billing period. You authorise us to charge your designated payment method on a recurring basis. Failed payments may result in service suspension or termination.

4.4 Refunds

Monthly subscriptions are non-refundable. For annual subscriptions, refunds may be considered on a pro-rata basis within the first 30 days, at our sole discretion.

4.5 Price Changes

We reserve the right to modify our pricing with 60 days' written notice. Continued use of the Service after the notice period constitutes acceptance of the new pricing.

4.6 DBS Check Fees

Enhanced DBS checks are offered at cost (currently £49.50) with no markup. DBS fees are subject to change by the Disclosure and Barring Service and are billed separately from subscription fees.

5. Data Protection and Privacy

5.1 Compliance

We process personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Our detailed privacy practices are set out in our Privacy Policy, which forms part of these Terms.

5.2 Data Ownership

You retain all rights, title, and interest in and to your Customer Data. We claim no ownership rights over Customer Data.

5.3 Data Processing

By using the Service, you appoint us as a data processor to process personal data on your behalf. We will:

• Process Customer Data only in accordance with your documented instructions
• Implement appropriate technical and organisational security measures
• Ensure confidentiality of persons authorised to process Customer Data
• Assist you in responding to data subject requests
• Notify you without undue delay of any personal data breach
• Delete or return Customer Data upon termination, as instructed

5.4 Data Processing Agreement

A separate Data Processing Agreement (DPA) is available upon request and forms part of these Terms when executed. The DPA includes Standard Contractual Clauses where applicable.

6. Acceptable Use Policy

6.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms. You agree to use the Service solely for managing HR, compliance, and related business operations within your healthcare organisation.

6.2 Prohibited Activities

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable laws
• Upload or transmit viruses, malware, or other malicious code
• Attempt to gain unauthorised access to the Service or related systems
• Interfere with or disrupt the Service or servers
• Reverse engineer, decompile, or disassemble the Software
• Remove or modify any proprietary notices or labels
• Use the Service to store or transmit content that infringes intellectual property rights
• Resell, sublicense, or otherwise commercialise the Service without authorisation
• Use automated systems to access the Service in a manner that sends more requests than a human can reasonably produce
• Share login credentials or allow unauthorised access to your account

6.3 Consequences of Violation

Violation of the Acceptable Use Policy may result in immediate suspension or termination of your access to the Service, with or without notice.

7. Intellectual Property Rights

7.1 Our Intellectual Property

The Service, including its software, design, text, graphics, logos, and other content (excluding Customer Data), is owned by Statixs and protected by copyright, trademark, and other intellectual property laws. We retain all rights not expressly granted to you.

7.2 Limited Licence

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service for your internal business purposes during the subscription term.

7.3 Customer Data Licence

You grant us a limited licence to host, copy, transmit, and display your Customer Data solely as necessary to provide the Service.

7.4 Feedback

Any feedback, suggestions, or ideas you provide about the Service become our property, and we may use them without restriction or compensation to you.

8. Service Level and Availability

8.1 Service Availability

We aim to provide 99.5% uptime, calculated monthly, excluding scheduled maintenance. We will use commercially reasonable efforts to notify you of scheduled maintenance in advance.

8.2 No Warranty of Uninterrupted Service

While we strive for high availability, we do not guarantee that the Service will be uninterrupted, timely, secure, or error-free. You acknowledge that internet-based services can be subject to interruptions and delays.

8.3 Scheduled Maintenance

We may perform scheduled maintenance that temporarily makes the Service unavailable. Where possible, maintenance will be scheduled during off-peak hours with advance notice.

9. Customer Responsibilities

9.1 Data Accuracy

You are responsible for the accuracy, quality, and legality of Customer Data and the means by which you acquired it. You warrant that you have all necessary rights and consents to provide Customer Data to us for processing.

9.2 Compliance

You are responsible for:

• Compliance with all applicable laws, including employment, data protection, and healthcare regulations
• Obtaining necessary consents from data subjects
• Maintaining appropriate security measures for your account access
• Training your staff on proper use of the Service
• Conducting due diligence on information provided by applicants and references

9.3 Security

You must implement appropriate security measures including strong passwords, two-factor authentication where available, and restricted access to authorised personnel only.

10. Confidentiality

10.1 Confidential Information

Each party may have access to confidential information of the other party. Confidential Information includes business information, technical data, Customer Data, and any information marked as confidential.

10.2 Obligations

Each party agrees to:

• Maintain confidentiality of the other party's Confidential Information
• Use Confidential Information only for purposes of performing this Agreement
• Limit disclosure to employees and contractors with a need to know
• Protect Confidential Information using at least the same degree of care as for its own confidential information

10.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is publicly available through no fault of the receiving party; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) must be disclosed by law or court order.

11. Warranties and Disclaimers

11.1 Our Warranties

We warrant that:

• The Service will perform substantially in accordance with its documentation
• We will provide the Service with reasonable skill and care
• We have the right to grant the licences set out in these Terms

11.2 Customer Warranties

You warrant that:

• You have authority to enter into this Agreement
• Customer Data does not violate any third-party rights
• Your use of the Service complies with all applicable laws

11.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Service will meet your specific requirements, be uninterrupted, timely, secure, or error-free, or that all defects will be corrected.

12. Limitation of Liability

12.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL STATIXS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Service
• Any conduct or content of any third party on the Service
• Unauthorised access, use, or alteration of your transmissions or content
• Any other matter relating to the Service

12.2 Cap on Liability

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR £5,000, WHICHEVER IS GREATER.

12.3 Exceptions

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited under applicable law

12.4 Basis of the Bargain

You acknowledge that the limitations of liability set out in this section reflect a reasonable allocation of risk and are a fundamental part of the basis of the bargain between the parties. The Service would not be provided without these limitations.

13. Indemnification

13.1 Customer Indemnity

You agree to indemnify, defend, and hold harmless Statixs and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or in any way connected with:

• Your access to or use of the Service
• Your violation of these Terms
• Your violation of any third-party right, including intellectual property or privacy rights
• Customer Data provided by you
• Your violation of applicable laws or regulations

13.2 Our Indemnity

We will indemnify you against claims that the Service infringes a third party's UK intellectual property rights, provided you notify us promptly and allow us to control the defence and settlement.

14. Term and Termination

14.1 Term

This Agreement begins when you first access the Service and continues until terminated in accordance with this section.

14.2 Termination for Convenience

You may terminate your subscription at any time through your account settings. Termination takes effect at the end of your current billing period. You remain responsible for all charges incurred through the end of the billing period.

14.3 Termination for Cause

Either party may terminate this Agreement immediately if the other party:

• Materially breaches these Terms and fails to cure within 30 days of written notice
• Becomes insolvent or subject to bankruptcy proceedings
• Ceases business operations

We may suspend or terminate your access immediately if you violate the Acceptable Use Policy or engage in fraudulent activity.

14.4 Effects of Termination

Upon termination:

• Your right to access and use the Service immediately ceases
• You must pay all outstanding fees
• We will make Customer Data available for export for 30 days (standard export format)
• After 30 days, we may delete all Customer Data unless legally required to retain it
• Sections relating to intellectual property, confidentiality, disclaimers, limitations of liability, and indemnification survive termination

14.5 Data Retrieval

You are responsible for exporting your Customer Data before termination. We provide standard export functionality at no additional charge. Custom data export services may be available for an additional fee.

15. Changes to Terms

15.1 Modification Rights

We reserve the right to modify these Terms at any time. We will provide notice of material changes by:

• Posting the updated Terms on our website
• Updating the "Last Updated" date
• Sending email notice to your registered email address for material changes

15.2 Acceptance of Changes

Continued use of the Service after changes become effective constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Service and may terminate your subscription.

15.3 Material Changes

For material changes, we will provide at least 30 days' notice. Material changes include modifications to pricing, data processing practices, or limitation of liability provisions.

16. Dispute Resolution

16.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiations for at least 30 days.

16.2 Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

16.3 Jurisdiction

The parties submit to the exclusive jurisdiction of the courts of England and Wales for resolution of any disputes arising from or relating to these Terms.

16.4 No Class Actions

Disputes must be brought on an individual basis. Class actions and representative actions are not permitted.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any executed Data Processing Agreement, constitute the entire agreement between you and Statixs regarding the Service and supersede all prior agreements and understandings.

17.2 Assignment

You may not assign or transfer these Terms or any rights granted hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

17.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

17.4 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

17.5 Force Majeure

Neither party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labour, or materials.

17.6 Notices

Notices to Statixs must be sent by email to [email protected] or by post to our registered office. Notices to you will be sent to the email address associated with your account and are deemed received when sent.

17.7 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

17.8 Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights.

17.9 Export Control

You agree to comply with all applicable export and import control laws and regulations in your use of the Service.

18. Contact Information

For questions about these Terms, please contact us at:

Statixs
Email: [email protected]
Support: [email protected]
Website: www.statixs.com

19. Definitions

"Customer Data" means any data, information, or material provided, uploaded, or submitted by you to the Service, including personal data of your employees, applicants, and other individuals.

"Personal Data" has the meaning given in the UK GDPR.

"Service" means the Statixs software-as-a-service platform, including all features, functionality, and related services.

"UK GDPR" means the General Data Protection Regulation as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018.