1.1 These terms and conditions ("Terms") govern your use of the EveryShift software-as-a-service platform (the "Service") provided by Intellectual Bunch Limited, a company registered in England and Wales under number , registered office , trading as EveryShift ("we", "us", "Provider").
1.2 By creating an account, starting a trial, or using the Service, the organisation on whose behalf you act ("you", the "Customer") agrees to these Terms. If you are agreeing on behalf of an organisation, you confirm you have authority to bind it.
1.3 These Terms, together with the Order (the plan and pricing you select), the Data Processing Agreement, the Acceptable Use provisions, and any policies referenced, form the whole agreement between you and us (the "Agreement").
1.4 These Terms apply to the exclusion of any terms you seek to impose, and prevail over any inconsistent terms in your purchase documentation.
In these Terms:
3.1 We grant you a non-exclusive, non-transferable right to access and use the Service during the Subscription Term for your internal business purposes, subject to these Terms and to the limits of your chosen Edition and plan.
3.2 The Service is provided on a software-as-a-service basis. We host and maintain the Service; you do not receive a copy of the software.
Care edition — scope boundary EveryShift Care is workforce and visit-management software. It is NOT a clinical care-planning, medication administration (eMAR) or medical device system, and must not be relied on as one. You remain responsible for clinical decisions, regulatory compliance (including with the Care Quality Commission) and the accuracy of care records. This boundary is a condition of your use of the Care edition.
3.3 We may improve or modify the Service from time to time. We will not materially reduce the core functionality of your Edition during a paid Subscription Term without reasonable notice.
4.1 You are responsible for your account, for all activity under it, and for ensuring your Authorised Users comply with these Terms.
4.2 You must keep login credentials confidential, enable available security features such as two-factor authentication where appropriate, and notify us promptly of any suspected unauthorised access.
4.3 You are responsible for the accuracy of the information you provide and for obtaining any consents or notices your workforce requires (see section 7).
You must not, and must ensure your Authorised Users do not:
5.1 We may suspend access without liability where we reasonably believe there is a serious breach of this section, a security risk, or a legal requirement to do so. We will restore access once the issue is resolved.
6.1 Fees are as set out in your Order. Unless stated otherwise, Fees are charged per active staff member per month, subject to any plan minimum, and are exclusive of VAT.
6.2 The Care edition is subject to a one-off onboarding fee as stated in your Order (currently £299). Trials, where offered, run for the period stated at sign-up (currently 30 days for the Rota and Desk editions) and require no payment card; the Care edition is provided following a booked onboarding rather than a self-serve trial.
6.3 Payment is taken in advance by the method you provide, through our payment provider. You authorise recurring charges for the Subscription Term and any renewal.
6.4 If payment fails, we may retry, suspend the Service after reasonable notice, and charge interest on overdue sums at in line with the Late Payment of Commercial Debts (Interest) Act 1998.
6.5 We may change Fees for a renewal term on at least notice before the renewal date.
6.6 Except where required by law or expressly stated, Fees are non-refundable.
7.1 For Customer Data that contains personal data, you are the controller and we are the processor. We process such data only on your documented instructions and in accordance with the Data Processing Agreement, which forms part of these Terms.
7.2 You are responsible, as controller, for having a lawful basis (and, for special-category data such as health data in the Care edition, an Article 9 condition) for the data you process through the Service, for providing privacy information to your workforce, and for responding to data-subject requests. We will assist you as set out in the DPA.
7.3 We are the controller of the account and billing data we hold about you, as described in our Privacy Policy.
7.4 Each party will comply with the UK GDPR and the Data Protection Act 2018 in respect of its role.
8.1 We and our licensors own all intellectual property rights in the Service. Nothing in these Terms transfers those rights to you.
8.2 You own all Customer Data. You grant us the limited right to host, process and use Customer Data solely to provide, secure and support the Service, and as permitted by the DPA.
8.3 You are responsible for the content and accuracy of Customer Data and for having the right to supply it to us for processing.
9.1 The Agreement begins when you first accept these Terms or start using the Service, and continues for the Subscription Term stated in your Order (for example monthly or annual).
9.2 Unless cancelled, the subscription renews automatically for successive terms of the same length. You may cancel renewal at any time before the next renewal date; cancellation takes effect at the end of the current paid term.
9.3 Either party may terminate for material breach not remedied within 30 days of written notice, or immediately if the other becomes insolvent.
9.4 We may terminate or suspend immediately for serious breach of the acceptable use provisions or where required by law.
10.1 On termination your right to use the Service ends. You should export your Customer Data before termination using the export tools in the Service.
10.2 We will make Customer Data available for export for after termination, after which we will delete or anonymise it in accordance with the DPA and our retention policy, except where we are required by law to retain it (for example payroll and care records subject to statutory minimum retention periods).
10.3 Termination does not affect accrued rights, and clauses intended to survive (including data protection, confidentiality, liability and IP) continue.
11.1 We will use commercially reasonable efforts to keep the Service available, targeting . Planned maintenance will be notified where practicable.
11.2 Support is provided . Any service-level credits are as stated in your Order, and are your sole remedy for availability failures.
12.1 We warrant that we will provide the Service with reasonable skill and care, and in accordance with these Terms.
12.2 Except as expressly stated, the Service is provided "as is". We do not warrant that it will be uninterrupted or error-free, or that it will meet requirements we have not expressly agreed. You are responsible for ensuring the Service is suitable for your intended use.
12.3 You warrant that your use of the Service, and the Customer Data you provide, will comply with all applicable laws, including employment and data protection law.
Commercial decision The figures and exclusions below are the single most important commercial and legal choice in these Terms. Set the liability cap deliberately and have it reviewed. The draft uses a common structure; the multiplier is a placeholder.
13.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot lawfully be limited.
13.2 Subject to clause 13.1, neither party is liable for loss of profit, revenue, business, goodwill, or anticipated savings, or for any indirect or consequential loss.
13.3 Subject 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 .
13.4 You are responsible for maintaining your own backups and exports of Customer Data. Our liability for loss of Customer Data is limited to using reasonable efforts to restore it from our latest available backup.
14.1 You will indemnify us against claims, losses and reasonable costs arising from your breach of the acceptable use provisions, your unlawful processing of Customer Data, or your infringement of a third party's rights through your use of the Service.
15.1 Each party will keep the other's confidential information confidential and use it only for the Agreement, except where disclosure is required by law. Customer Data is your confidential information.
16.1 We may update these Terms from time to time. For material changes we will give reasonable notice (at least ) to account holders. Continued use after the changes take effect constitutes acceptance.
17.1 Neither party is liable for failure caused by events beyond its reasonable control (force majeure).
17.2 You may not assign the Agreement without our consent; we may assign it to a group company or successor to our business.
17.3 If any provision is found unenforceable, the rest continues in force.
17.4 No failure to enforce a right is a waiver of it.
17.5 A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.
17.6 Notices must be in writing and may be given by email to the address on the account or, for us, to the contact address above.
18.1 The Agreement and any dispute arising from it are governed by the laws of England and Wales.
18.2 The courts of England and Wales have exclusive jurisdiction, save that we may bring proceedings to recover overdue Fees in any competent court.
