Terms & Conditions

In these Terms and Conditions:

• “Service” means the Pinnacle Care Management cloud-based software platform, including all features, modules, APIs, and associated documentation
• “Provider”, “we”, “us”, “our” means Pinnacle Care Management, a trading name of Phaino Labs LTD
• “Customer”, “you”, “your” means the organisation or individual subscribing to the Service
• “User” means any person authorised by the Customer to access the Service
• “Customer Data” means all data, content, and information uploaded, entered, or generated within the Service by the Customer or its Users
• “Subscription” means the paid access to the Service under a selected tier
• “Subscription Term” means the annual period for which the Subscription is active

2.1 Subscription Tiers

The Service is offered under the following subscription tiers:

2.2 Annual Subscription Terms

All subscriptions are annual commitments. By subscribing to any tier, you agree to a minimum commitment period of twelve (12) months (the “Subscription Term”). Subscriptions automatically renew for successive twelve-month periods unless cancelled in writing at least thirty (30) days before the end of the current Subscription Term.

2.3 Payment Options

• Monthly billing: The annual subscription fee is divided into twelve (12) equal monthly instalments, payable in advance on the same date each month. Monthly billing does not constitute a monthly contract — the underlying commitment remains annual.
• Annual billing (5% discount): Customers who pay the full annual subscription fee upfront receive a five percent (5%) discount on the total annual cost. Annual payments are non-refundable except as expressly stated in Section 2.6.

2.4 Payment Processing

All payments are processed securely through Stripe. By providing payment information, you authorise us to charge your designated payment method for all fees incurred. You are responsible for maintaining valid payment information.

2.5 Late Payments & Suspension

If any payment is not received within fourteen (14) days of the due date, we reserve the right to:

• Charge interest at 4% above the Bank of England base rate on overdue amounts
• Suspend access to the Service until all outstanding amounts are paid in full
• Terminate the subscription after sixty (60) days of non-payment

We will provide at least seven (7) days' written notice before suspending access for non-payment.

2.6 Free Trial

New customers may be offered a thirty (30) day free trial. At the end of the trial period, the subscription will automatically convert to a paid annual subscription at the selected tier unless cancelled before the trial ends. No charges will be made during the trial period. Cancellation during the trial period incurs no fees or obligations.

2.7 Cancellation & Refunds

• Cancellation requests must be submitted in writing to accounts@pinnaclecare.app at least thirty (30) days before the end of the current Subscription Term.
• Mid-term cancellation: If you cancel before the end of your annual Subscription Term, the remaining balance of the annual commitment is due immediately. No partial refunds are provided for unused months.
• Annual upfront payments: If you paid annually and cancel mid-term, no refund is provided for the remaining portion of the Subscription Term.
• We reserve the right to offer refunds or credits at our sole discretion for exceptional circumstances.

2.8 Price Changes

We may adjust subscription prices at any time. Price changes will take effect at the next renewal of your Subscription Term. We will provide at least sixty (60) days' written notice of any price increase. If you do not agree with the new pricing, you may cancel your subscription at the end of the current Subscription Term.

3.1 Service Level

We will use commercially reasonable efforts to maintain the availability of the Service. However, we do not guarantee uninterrupted or error-free operation. The Service may be temporarily unavailable due to:

• Scheduled maintenance (with reasonable advance notice)
• Emergency security updates
• Third-party service disruptions beyond our control
• Force majeure events

3.2 Support

Support is provided according to your subscription tier. Support availability, response times, and channels vary by tier and are not contractually guaranteed unless specified in a separate Service Level Agreement (SLA).

As a Customer, you agree to:

• Maintain the confidentiality of all User login credentials
• Ensure all Users comply with these Terms
• Use the Service only for lawful purposes and in compliance with all applicable laws
• Accept full responsibility for the accuracy, quality, and legality of all Customer Data
• Maintain appropriate data protection registrations with the ICO where required
• Implement appropriate internal policies for data protection and information security
• Not attempt to reverse-engineer, decompile, or extract source code from the Service
• Not use the Service in any way that could damage, disable, overburden, or impair it
• Not resell, sublicense, or provide access to the Service to any third party without our written consent
• Comply with all applicable regulatory requirements (CQC, Ofsted, etc.) in your use of the Service

5.1 Our IP

The Service, including all software, designs, interfaces, algorithms, documentation, trade marks, and brand elements, is the exclusive intellectual property of Pinnacle Care Management / Phaino Labs LTD. Your subscription grants you a limited, non-exclusive, non-transferable licence to use the Service for the duration of your Subscription Term.

5.2 Customer Data

You retain all rights in and to your Customer Data. By using the Service, you grant us a limited licence to process, store, and display your Customer Data solely for the purpose of providing the Service. We will not use Customer Data for any other purpose, including marketing, analytics, AI model training, or sale to third parties.

5.3 Feedback

If you provide us with feedback, suggestions, or ideas, you grant us an unrestricted, perpetual, irrevocable licence to use and incorporate such feedback into the Service without compensation or attribution.

6.1 Service Provided “As Is”

The Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, we expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

6.2 No Regulatory Guarantee

The Service is a tool to assist care providers with their operations and record-keeping. It does not constitute regulatory advice, legal advice, or clinical guidance. While the Service includes features designed to support CQC and Ofsted compliance, we do not warrant or guarantee that use of the Service will ensure regulatory compliance. It is the Customer's sole responsibility to ensure compliance with all applicable regulatory requirements, including but not limited to:

• Care Quality Commission (CQC) standards and regulations
• Ofsted regulations (including Regulation 44/45)
• Health and Social Care Act 2008 (Regulated Activities) Regulations 2014
• Children's Homes (England) Regulations 2015
• All applicable safeguarding legislation
• Employment law and payroll regulations

6.3 Exclusion of Liability

To the maximum extent permitted by applicable law, in no event shall Pinnacle Care Management, Phaino Labs LTD, or any of their directors, employees, agents, or affiliates be liable for:

• Any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business, loss of goodwill, or loss of anticipated savings
• Any regulatory fines, penalties, or enforcement actions imposed on the Customer by any regulatory body
• Any clinical or care outcomes resulting from the use or inability to use the Service
• Any damage or loss arising from actions taken or not taken based on information contained within or generated by the Service
• Any data loss or corruption except where directly caused by our gross negligence
• Any service interruptions or downtime, however caused
• Any actions or omissions of third-party service providers (including but not limited to cloud hosting providers, payment processors, and communication services)
• Any unauthorised access to Customer Data resulting from the Customer's failure to maintain adequate security practices (including credential management)

6.4 Maximum Liability Cap

Our total aggregate liability for all claims arising out of or relating to these Terms or the Service, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total fees paid by you during the twelve (12) months immediately preceding the event giving rise to the claim.

6.5 Statutory Rights

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable law.

You agree to indemnify, defend, and hold harmless Pinnacle Care Management, Phaino Labs LTD, and their directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Service or any User's use of the Service under your account
• Any breach of these Terms by you or your Users
• Any breach of applicable law or regulation by you or your Users
• Any claim that your Customer Data infringes the rights of a third party
• Any regulatory investigation, enforcement action, or penalty arising from your care provision activities
• Any claim by a data subject relating to your processing of personal data through the Service

8.1 Termination by Customer

You may terminate your subscription by providing written notice at least thirty (30) days before the end of your current Subscription Term. Early termination does not entitle you to a refund (see Section 2.7).

8.2 Termination by Pinnacle

We may terminate or suspend your access immediately, without prior notice or liability, if:

• You breach any provision of these Terms
• You fail to pay any fees when due and such failure continues for sixty (60) days
• You become insolvent, enter administration, or cease to operate
• Your use of the Service poses a security risk or may adversely affect other customers
• Required by law or regulatory order

8.3 Effect of Termination

Upon termination:

• All User access to the Service will be revoked
• Customer Data will be retained for thirty (30) days, during which you may request an export
• After the thirty (30) day retention period, all Customer Data will be permanently deleted within ninety (90) days
• All outstanding fees become immediately due and payable
• Sections 5, 6, 7, 9, and 11 survive termination

9.1 Service Changes

We reserve the right to modify, update, or discontinue any feature of the Service at any time. We will endeavour to provide reasonable notice of material changes. Continued use of the Service after changes constitutes acceptance.

9.2 Terms Changes

We may update these Terms at any time. We will notify you of material changes via email or in-platform notification at least thirty (30) days before they take effect. If you do not agree with modified Terms, your sole remedy is to cancel your subscription before the changes take effect.

Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: natural disasters, pandemics, war, terrorism, civil disturbance, government actions, power failures, internet disruptions, or cyber-attacks. The affected party shall use reasonable efforts to mitigate the impact and resume performance as soon as practicable.

These Terms are governed by and construed in accordance with the laws of England and Wales.

Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Before initiating any legal proceedings, both parties agree to attempt to resolve disputes through good-faith negotiation for a period of at least thirty (30) days.

• Entire Agreement: These Terms, together with our Privacy Policy and any Data Processing Agreement, constitute the entire agreement between you and Pinnacle regarding the Service.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• No Third-Party Rights: These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.
• Notices: All notices should be sent to legal@pinnaclecare.app or to the email address associated with your account.