CareOS Terms and Conditions (B2B)
Provider: Byte River Ltd, a company registered in England and Wales (company number 14472223) with its registered office at Henleaze House Business Centre, 13 Harbury Road, Bristol, England, BS9 4PN. Product: CareOS (software-as-a-service) Version: 6.0 Last updated: 1 April 2026 Contact: legal@careos.uk
1. About these Terms
1.1 Business customers only. CareOS is provided only to organisations and sole traders acting in the course of business. By accepting these Terms, you confirm that you are not acting as a consumer and that consumer protection legislation does not apply to this contract.
1.2 Contract formation. A legally binding contract is formed between you and Byte River Ltd when you:
(a) review the package details presented to you, including the pricing, usage limits, contract term and billing start date; (b) tick the acceptance box confirming your agreement to these Terms and to the Data Processing Addendum; and (c) proceed to payment.
At the point of acceptance, we record the following details as evidence of the contract: the timestamp of acceptance, the IP address from which acceptance was given, the identity of the individual accepting, the name of the organisation on whose behalf acceptance is given, the version of these Terms in force at that time, and the package details displayed.
1.3 Authority to bind. The individual accepting these Terms confirms that they are duly authorised to bind the Customer to this contract.
1.4 Order of precedence. If there is any conflict or inconsistency between the documents that make up this contract, the following order of precedence shall apply, with the earlier document prevailing over the later:
(a) any signed Master Services Agreement between the parties; (b) the package details agreed at sign-up; (c) the Data Processing Addendum at Annex A, in respect of data protection matters; (d) these Terms; (e) the Service Level Agreement at Annex B; (f) the Acceptable Use Policy at Annex C; and (g) the Exit Pack at Annex D.
1.5 Nature of the service. CareOS is administrative care-management software and is not a medical device. The Customer remains solely responsible for care delivery, safeguarding, regulatory compliance, and all clinical and operational decisions, including in circumstances where CareOS is used to record or present care information.
2. The Service
2.1 Provision of the service. We shall provide CareOS to you with reasonable care and skill.
2.2 Users. You are responsible for all use of CareOS by your employees, workers and contractors, and for ensuring that they comply with these Terms.
2.3 Usage limits. Your subscription is subject to the usage limits set out in your package. If your usage exceeds those limits, we shall notify you in writing, and you must either reduce your usage within fourteen (14) days of that notification or accept an upgrade to the appropriate pricing tier. Continued use above the applicable limits after that period shall constitute your acceptance of the revised pricing.
3. Fees and Billing
3.1 Commencement of billing. Billing shall commence on the date shown to you at sign-up before you proceed to payment.
3.2 Initial term. The initial term of your subscription shall be the period specified at sign-up, which is typically twelve (12) months.
3.3 Payment method. Fees are payable by recurring card payment through our appointed payment processor.
3.4 VAT. All fees quoted are exclusive of VAT, which shall be added at the prevailing rate where applicable.
3.5 Auto-renewal. Your subscription shall renew automatically for successive twelve (12) month terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
3.6 Renewal notice. We shall provide you with at least forty-five (45) days' written notice in advance of each renewal, informing you of the renewal date and any change to the applicable fees.
3.7 Price changes. We may increase fees at renewal once in any twelve (12) month period. Such increases shall be capped at the greater of five per cent (5%) or UK CPI plus two (2) percentage points, save where otherwise agreed in writing between the parties.
3.8 Late payment. If any payment becomes overdue:
(a) we may charge statutory interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; (b) we shall give you at least fourteen (14) days' written notice before suspending access; and (c) we shall not suspend access while you are disputing the relevant invoice in good faith and in writing.
4. 30-Day Money-Back Guarantee
If you cancel your subscription within thirty (30) days of the billing start date, we shall refund the fees you have paid, less a reasonable pro rata amount reflecting your actual usage during that period. This arrangement is offered as a contractual commercial accommodation only and does not constitute, nor is it intended to replicate, any statutory cooling-off right.
5. Service Levels
5.1 Availability. We shall aim to provide CareOS with availability of 99.5% per calendar month, excluding scheduled maintenance and events of force majeure.
5.2 Service credits. Service credits applicable to any failure to meet the availability target are set out in Annex B.
5.3 Sole financial remedy. Service credits shall be your sole financial remedy in respect of any failure to meet the Service Level Agreement, save where such failure also constitutes a material breach entitling you to terminate this contract.
6. Maintenance and Changes
We may from time to time update, modify or improve CareOS. Where any change materially reduces functionality on which you rely, we shall give you reasonable written notice of the change and shall permit you to terminate the affected subscription, in which case we shall refund a pro rata portion of any fees prepaid in respect of the unused period.
7. Data Protection
7.1 Roles of the parties. In respect of Customer Data processed through CareOS, you shall act as the controller and we shall act as processor on your behalf.
7.2 Data Processing Addendum. All processing of Customer Data by us shall be governed by the Data Processing Addendum at Annex A.
7.3 Data location. Customer Data is primarily stored and processed within the United Kingdom.
7.4 Sub-processors. We shall notify you of any material changes to our sub-processors.
7.5 AI training. We shall not use Customer Data to train general-purpose artificial intelligence models.
7.6 Aggregated data. We may use anonymised and aggregated data in accordance with guidance issued by the Information Commissioner's Office and with prevailing industry standards.
8. AI Features
8.1 Human review. Any output generated by artificial intelligence features within CareOS must be reviewed by a competent human before it is relied upon or acted upon.
8.2 Customer responsibility. The Customer shall be solely responsible for any decisions made or actions taken on the basis of AI-generated outputs.
9. Intellectual Property
We shall retain all rights, title and interest in and to CareOS and all associated intellectual property. You shall retain ownership of your Customer Data.
10. Acceptable Use
Your use of CareOS must at all times comply with the Acceptable Use Policy at Annex C.
11. Suspension
11.1 Grounds for suspension. We may suspend your access to CareOS in the event of non-payment, breach of these Terms, or a genuine security risk.
11.2 Proportionality. Any suspension imposed shall be limited to what is reasonably necessary in the circumstances.
11.3 Care continuity. We shall not suspend access in any manner that would reasonably be expected to create an immediate risk to service users, except where required by law or where suspension is necessary to address a serious security incident.
12. Termination
Either party may terminate this contract for material breach that has not been remedied within thirty (30) days of written notice requiring its remedy. You may also terminate this contract early on sixty (60) days' written notice, subject to a charge equal to fifty per cent (50%) of the fees that would otherwise have been payable for the remainder of the then-current term.
13. Exit and Data
13.1 Data export. We shall make your Customer Data available for export for a period of sixty (60) days following termination. Data export shall not be withheld where it is reasonably required for regulatory compliance, safeguarding purposes, or continuity of care.
13.2 Deletion. Following the export period, your Customer Data shall be deleted from our production systems, subject to our ordinary backup retention cycles.
14. Limitation of Liability
14.1 Uncapped liabilities. Nothing in these Terms shall limit or exclude either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.
14.2 General liability cap. Subject to clause 14.1, our total aggregate liability to you arising out of or in connection with this contract shall be limited to the greater of:
(a) one hundred and twenty-five per cent (125%) of the fees paid by you in the twelve (12) months preceding the event giving rise to the claim; or (b) twenty-five thousand pounds (£25,000).
These limits reflect the level of insurance that we maintain.
14.3 Data protection cap. Subject to clause 14.1, our total aggregate liability for breaches of data protection obligations shall be limited to the greater of:
(a) two hundred per cent (200%) of the annual fees payable under this contract; or (b) one hundred thousand pounds (£100,000).
15. Confidentiality
Each party shall keep the other party's confidential information confidential and shall use such information only for the purposes of performing its obligations under this contract.
16. Force Majeure
Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including widespread cloud infrastructure failures that could not reasonably have been mitigated.
17. Changes to these Terms
We may update these Terms from time to time, with any such updates taking effect at renewal following reasonable written notice to you.
18. Governing Law
These Terms, and any dispute or claim arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales.
19. Third Party Integrations
Where CareOS connects to any third-party services, those services shall be governed by their own terms and conditions, and we accept no responsibility for their availability, security or performance.
20. Insurance
We shall maintain professional indemnity insurance and cyber liability insurance appropriate to the nature and scale of our business.
21. General
The standard provisions customary for a contract of this nature shall apply, including those relating to assignment, severability and entire agreement.
Annex B — Service Level Agreement
Availability. The target uptime for CareOS is 99.5% per calendar month.
Service credits. Where monthly availability falls below the target, the following service credits shall apply:
Monthly availability Service credit 99.0% to below 99.5% 5% of that month's fees 95.0% to below 99.0% 15% of that month's fees Below 95.0% 30% of that month's fees
Support hours. Support is available from Monday to Friday, between 9:00 am and 5:00 pm UK time, excluding public holidays.
Response targets. We shall use reasonable endeavours to respond to support requests within the following timescales:
Critical issues: within four (4) hours.
High priority issues: within one (1) business day.
Normal priority issues: within two (2) business days.
Maintenance. We may carry out maintenance on CareOS from time to time, and shall provide reasonable notice where practicable.
Annex C — Acceptable Use Policy
You must not, and must not permit any other person to:
(a) use CareOS for any unlawful purpose; (b) attempt to gain unauthorised access to any part of CareOS or to any systems or networks connected to it; (c) introduce any virus, worm, malware or other malicious code into CareOS; (d) reverse engineer, decompile or disassemble CareOS, save to the extent expressly permitted by applicable law; (e) use CareOS to develop, or to assist in the development of, any product or service that competes with CareOS; or (f) resell or sublicense access to CareOS without our prior written permission.
We may suspend your access to CareOS in the event of any breach of this Acceptable Use Policy.
Annex D — Exit Pack
Data export. Your Customer Data shall be available for export for a period of sixty (60) days following termination, in CSV and JSON formats.
Data access and assistance. We shall provide reasonable assistance to enable you to retrieve your data during the export period.
Deletion. Following the export period, your Customer Data shall be deleted from our production systems, subject to our ordinary backup retention cycles.
Migration support. Optional paid migration support is available on request.