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CarePlanner Agreement for Services
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CarePlanner Agreement For Services

  1. Definitions

  1. In this Agreement:

  1. “Agreement” means this agreement, any schedules, appendices and addendums as well as any Commercial Terms emailed separately to the Client by CarePlanner.

  1. “Authorised User” means any person other than the Client who is authorised by the Client in accordance with the Agreement to access and use the Services.
  2. “CarePlanner” means Care Planner Ltd, a company incorporated and registered in England and Wales with company number 08274960 whose registered office is at Unit 2.2 Regional Rural Business Centre, Bridgwater, Somerset TA6 6DF.

  1. “Client” means the business entity which registers to use the Services.

  1. “Commercial Terms” means those terms and conditions emailed separately to the Client by CarePlanner, providing details which include, but are not limited to, the Service Fee and the number of Authorised Users associated with the Client’s use of the Services.
  2. “Confidential Information” means any and all secret or confidential information (including without limitation: commercial, financial, marketing and technical information, together with know-how, trade secrets and other information in written, electronic or any other form or medium), whether disclosed before, on or after the date of this Agreement; together with all personal data (as ‘personal data’ is defined under the Data Protection Act 2018 and the EU and UK GDPR and any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel, and suppliers, including all Intellectual Property Rights of CarePlanner, together with all information derived from any of the above, and any other information which is clearly confidential (whether or not it is marked "confidential") or which ought reasonably be considered to be confidential.
  3. “Confirmation” means the confirmation email sent to the Client by CarePlanner, containing the Client’s password(s) to access the Service, on receipt by CarePlanner of a valid Direct Debit mandate from the Client.

  1. “Data” means the data inputted to the Services either by the Client or Authorised Users, or CarePlanner on the Client’s behalf for the purpose of using the Services or facilitating the Client’s use of the Services. This may include, but is not limited to, Personal Data as defined by the GDPR.
  2. “GDPR” means  the General Data Protection Regulation (GDPR) (EU) 2016/679 and the UK GDPR.
  3. “Intellectual Property Rights” means intellectual property rights whether vested or contingent and howsoever arising including (without limitation) those in data, Systems, documentation, information, patents, inventions, trademarks, service marks, logos, design rights, registered designs, copyright, database rights, domain names, trade or business names, moral rights, trade secrets, the right to sue for passing off and all similar rights whether registered or not (in any country).
  4. “Services” means the services set out in Section 2 below.

  1. “Service Fee” means all subscriptions and other types of fees (excluding any taxes and duties) payable by Client to CarePlanner under the terms of the Agreement.
  2. “Systems” means a fully working version of CarePlanner’s Services without any limit in described functionality.
  3. “Term” means the initial period of duration of this Agreement set out in section 4.1.

  1. “User Subscriptions” means the user subscriptions purchased by the Client which entitle a given number of Authorised Users to simultaneously access and use the Services in accordance with the Agreement.
  1. Services and Licence

  1. When the Client places an order for the Services, the Client will receive an email from CarePlanner acknowledging receipt of their order and giving payment instructions. This email does not constitute Confirmation of the Client’s order. CarePlanner’s acceptance of the Client’s order will take place as described in clause 2.2 below.
  2. On receipt of a valid Direct Debit mandate CarePlanner will confirm its acceptance by sending the Client a confirmation email (Confirmation) containing the Client’s password(s) to access the Services. The Agreement between CarePlanner and the Client will only be formed when CarePlanner sends the Client the Confirmation.
  3. In consideration of the mutual obligations of the parties set out in this Agreement, CarePlanner hereby grants to the Client a non-exclusive, non-sublicensable, non-transferable, licence to use the Systems as provided herein, subject to the provisions of this Agreement. CarePlanner may from time to time create updated versions of the Systems and may, at its discretion, make such updates available to the Client subject to this Agreement.
  4. By using the Services, the Client becomes a party to this Agreement. If the Client does not accept any of the terms of this Agreement, then they must immediately stop using the Services.
  5. CarePlanner will improve the Services from time to time and changes made may necessitate a change to the Agreement. CarePlanner reserves the right to change the Agreement at any time, with any new terms taking effect as soon as they are posted on While CarePlanner will take steps to communicate changes via email, it is the Client’s responsibility to read and understand the most recent terms as set out on
  6. CarePlanner will be responsible for hosting the Systems and for providing sufficient bandwidth and storage for the Client’s reasonable usage.
  7. The Systems’ functionality includes but is not limited to:
  1. Scheduling of carers and service user appointments
  2. Reporting, including carer and service users’ rosters
  3. Carer timesheets and service user invoicing
  4. Integration with mapping services to provide travel times and mileage
  5. Call monitoring integration.
  6. Careworker mobile application.
  1. By registering to use the Services, each Client agrees that they have read and understood this Agreement. The Client confirms that they have the authority to bind any business on whose behalf you order or use the Services.

  1. The Client shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that:
  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. facilitates illegal activity;
  3. depicts sexually explicit images;
  4. promotes unlawful violence;
  5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability or
  6. in a manner that is otherwise illegal or causes damage or injury to any person or property;
  1. CarePlanner reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to any material that breaches the provisions of clause 2.9.
  2. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify CarePlanner.
  3. The Client is responsible for making all arrangements necessary for it to have access to the Services.
  4. The rights provided under this Agreement are granted to the Client only, and shall not be considered granted to any subsidiary or holding company or related party of the Client.
  5. It is the Client’s sole responsibility to determine that the Services meet their specific needs and are suitable for the purposes for which the Client intends to use them.
  6. CarePlanner grants the Client the right to access and use the Services for the Authorised User(s) set out in the Agreement with the Client. This right is nonexclusive, non-transferable, and is limited by and subject to this Agreement.
  7. The Client acknowledges and agrees that:
  1. the Client is responsible for the Authorised Users and any other person or entity given permission to access the Services or the Data as a result of the Agreement and the Client agrees that CarePlanner is not obliged to provide any person or entity with access to any information or Data without the Client’s written authorisation and that CarePlanner has the right to refer any requests for information which is has received to the Client.
  2. the Client is responsible for deciding who is an Authorised User and what level of access to the Services that Authorised User has;
  3. the Client is responsible for their Authorised Users’ use of the Services;
  4. the Client controls their Authorised Users’ level of access to the Services  at all times and can change or revoke any Authorised User’s access, or change the level of access, for any reason and at any time.
  5. If there is any dispute between the Client and an Authorised User in relation to access to the Services, the Client shall decide what access to the Services that Authorised User shall continue to have.
  1. The Client undertakes for itself and in relation to each Authorised User to ensure that all usernames and passwords required to access the Services are kept secure and confidential. The Client undertakes to immediately notify CarePlanner of any unauthorised use of their passwords or any other breach of security. CarePlanner may reset the Client’s password provided the Client agrees to take all other actions that CarePlanner reasonably deems necessary to maintain or enhance the security of CarePlanner’s computing systems and networks and the Client’s access to the Service.
  2. When accessing and using the Services the Client agrees:
  1. Not to attempt to undermine the security or integrity of CarePlanner's computing systems or networks;
  2. Not to use, or misuse, any of the Services in any way which may impair the functionality of the Services or the systems used to deliver the Services or impair the ability of any other user to use the Services;
  3. Not to attempt to gain unauthorised access to any materials other than those to which the Client has been given express permission to access or to the computer system on which the Services are hosted;
  4. Not to transmit, or input into the Services, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which the Client does not have the right to use);
  5. Not to attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services except as is strictly necessary to use them for normal operation;
  6. Not to access all or any part of the Services in order to build a product or service which competes with the Services;
  7. Not to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or the Software available to any third party except the Authorised Users;
  8. Not to attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Agreement.
  1. Payment

  1. The Client shall pay the Service Fees to CarePlanner in accordance with this Agreement and any Commercial Terms.

  1. All costs exclude VAT which will be added.
  2. The Client shall provide valid, up-to-date and complete contact and billing details.
  3. CarePlanner shall issue invoices to the Client in respect of the Service Fees on the date of the Agreement and then monthly in advance.
  4. The Client authorises CarePlanner to bill the Service Fees by Direct Debit on the date of the Agreement and then monthly in advance as specified in the Commercial Terms.

  1. The Client shall pay each invoice on the date of the invoice.

  1. All expenses incurred by or on behalf of the parties including all fees of agents, solicitors, accountants, employed by any of the parties in connection with the negotiation or preparation and execution of the Agreement shall be borne solely by the party which incurred them unless otherwise agreed. Reimbursement of expenses will be subject to provision of valid receipts or bills. Expenses will be invoiced monthly in arrears.
  2. CarePlanner reserves the right to charge interest on any overdue payment in accordance with the Late Payment of Commercial Debts (Interest) Act. In addition, CarePlanner will be entitled to suspend provision of the Services if any payment is not made by the Client within 30 days of the due date.
  3. The Client shall have no right of set-off or to withhold payment or deduct any amount for any reason whatsoever.
  4. If the Client fails to pay when due any amount payable by it under the terms of the Agreement with CarePlanner:
  1. CarePlanner may, without liability to the Client, disable the Client's password(s), account and access to all or part of the Services and CarePlanner shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid;
  2. If a Client has failed to pay the amount due the Client shall pay interest on the overdue amount from the due date until the date of actual payment (after as well as before judgment) at the rate of 3 per cent per annum above the base rate from time to time of Lloyds Banking Group. Such interest shall accrue on a daily basis and be compounded quarterly.
  1. CarePlanner shall be entitled to increase the Service Fees upon 30 days' prior notice to the Client and the Commercial Terms shall be deemed to have been amended accordingly.
  1. Term and Termination

  1. The Agreement shall commence on the date CarePlanner issues a Confirmation and shall continue until terminated by either CarePlanner or the Client by giving the other not less than 30 days prior written notice at any time after 90 days from the date CarePlanner issues the Confirmation.
  2. Either party may terminate this Agreement if the other party commits a material breach of any of these conditions and which, in the case of a breach being capable of remedy, shall not have been remedied within 30 days of a written notice to remedy the breach.
  3. Any termination of the Agreement (however caused) shall not affect any rights or liabilities of either party which have accrued prior to the date of termination nor shall it affect the coming into force or the continuation in force of any provision of the Agreement expressed to survive such termination.
  4. Upon termination of this Agreement for any reason:
  1. the licence granted to the Client under clause 2.1 will immediately terminate;
  2. the Client shall immediately cease to use the Systems and Services;
  3. each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
  4. CarePlanner may destroy or otherwise dispose of any of the Data in its possession unless CarePlanner receives, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to the Client of the then most recent backup of the Data where the information is not available through Client’s ordinary use of the Services. CarePlanner shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by CarePlanner in returning the Data. For more information, please see our Data Retention Schedule;
  5. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and
  6. all the provisions of this Agreement which in order to give full effect to their meaning need to survive termination shall do so.
  1. Refunds will not be provided by CarePlanner for any part of any remaining prepaid period in relation to Service Fees paid to CarePlanner by a Client in advance.
  2. Any termination of this Agreement (however caused) shall not affect any rights or liabilities of either party which have accrued prior to date of termination nor shall it affect the coming into force or the continuation in force of any provision of this Agreement expressed to survive such termination.
  1. Service Levels

  1. Telephone support is provided by the CarePlanner Support Team, Monday to Friday between 09:00 and 17:30 UK time. Emergency support is available outside these hours for critical issues.
  2. CarePlanner may from time to time close down the whole or part of the Systems for routine repair, maintenance work or for emergency repair. CarePlanner shall at its sole discretion decide when such action is necessary, although it will endeavour to update the Systems outside of office hours wherever possible. CarePlanner will, where practicable, notify the Client in advance of any scheduled downtime.
  3. Data is owned by the Client and CarePlanner is not responsible for the accuracy, validity, or usability of data provided by the Client. The Client is responsible for providing correct and complete data to CarePlanner for the purposes of setting up the Systems, including user/administrator data, in line with their obligations as a Data Controller under the GDPR and the Data Protection Act 2018.
  4. CarePlanner will take backup copies of Client data and data files and verify the functionality of such backup copies on a regular basis. Nightly encrypted backups are taken offsite, and, in the extremely unlikely event of total loss of service, CarePlanner would restore the previous night’s backup on another server within 48 hours. More information is available in our Disaster Recovery Plan.
  5. All of the main areas of data within CarePlanner will always be available for export to CSV files from the CarePlanner Reports section and Finance section.

  1. Communications

  1. As a condition of this Agreement, the Client agrees only to use any communication tools available via the Services for legitimate and lawful purposes. Clients must not use any of the Service’s communication tools for communicating any material unrelated to a Client’s use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mails; files that could damage another person or entity’s computing devices or software; content that may be regarded as offensive to other users of the Service; or material which violates English law.
  2. When the Client communicates via the Services, the Client confirms that they are authorised to make that communication, including the lawful basis for sharing any sensitive data contained within the communication, as defined by the GDPR and the Data Protection Act 2018. CarePlanner is under no obligation to moderate the Services or to ensure that communications made via the Services are valid or that they relate only to the use of the Services. CarePlanner reserves the right to remove any communication from the Services at its sole discretion and at any time.

  1. Liability and Warranty

  1. The Systems and Services are provided “as is” without warranty of any kind either express or implied. All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded to the extent permitted by law. In particular, CarePlanner does not warrant that the operation of the Systems will be uninterrupted or error free.
  2. CarePlanner shall not be liable for any loss of, damage to, or alteration of data or data files of the Client which occurs in connection with this Agreement, with the exception of its obligations as a Data Processor under the GDPR and the Data Protection Act 2018.
  3. The Client warrants and agrees that they will use the Services on behalf of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business does not apply to the provision of the Services by CarePlanner.
  4. The Client acknowledges that CarePlanner, its agents, contractors, licensees, employees and information providers providing Services are unable to exercise control over the content of the Internet; and CarePlanner therefore excludes all liability of any kind arising out of the transmission or reception of material or information in any form by the Client or any third party.  
  5. In no event will CarePlanner be liable to the Client or any third party for any incidental, consequential or special damages, including any lost profits, lost savings or loss of data, arising out of the provision or failure to provide the Services, websites or systems even if CarePlanner has been advised of the possibility of such damages.
  6. Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of CarePlanner to the Client in respect of any claim whatsoever or breach of this Agreement, howsoever arising, shall be limited to the fees paid by the Client in the month preceding the first incident giving rise to such liability.
  7. The Client agrees to fully indemnify and keep CarePlanner, its employees, affiliates and partners fully and effectively indemnified from and against all actions, demands, costs, losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever arising from its breach of any contract with CarePlanner, its use or misuse of any services provided by CarePlanner or its affiliates, any claims by third parties as to ownership or any other rights to ownership or arising in any way by the Client infringing (whether innocently or knowingly) third party rights (including without limitation intellectual property rights).
  8. No party shall be deemed in breach of this Agreement or otherwise liable to the other parties for any failure or delay in performance by it of any of its obligations under the Agreement if and to the extent that the delay or non-performance is due to a circumstance beyond the control of that party ("Force Majeure"). If a party is prevented or delayed in the performance of any of its obligations under this Agreement by Force Majeure that party shall as soon as reasonably possible give written notice to the others of the nature and extent of the circumstances giving rise to Force Majeure. The operation of the Agreement shall be suspended during the period and only during the period in which Force Majeure continues and any time periods in this Agreement shall be extended accordingly.
  1. Intellectual Property Rights

  1. All right, title and interest in and to the Systems, together with any other intellectual property rights arising out of the development of the Systems remain the property of Care Planner Limited. This specifically includes all Systems, programming and coding required in creating, amending and operating the System websites and tools.
  2. The Client grants CarePlanner a licence to use, copy, transmit, store, and back-up their information and Data for the purposes of enabling them to access and use the Services and for any other purpose related to provision of the Services under the terms of the Agreement.
  3. None of CarePlanner’s Intellectual Property Rights shall be transferred or affected in any way by the Agreement and no party shall acquire any right in relation to CarePlanner’s Intellectual Property. Any use of CarePlanner’s branding, logo or marketing collateral shall only be permitted with CarePlanner’s prior approval in writing.
  4. The Client may not copy, reproduce, publish, rent out, lease, modify, create derivative works from the Systems nor may the Client remove any proprietary notice, labels, or marks on the Systems. The Client may not modify, adapt, reverse engineer, decompile, disassemble, create derivative works based on or copy the Systems.
  5. The content entered into the Systems remains the property of the Client. CarePlanner reserves the right to delete all such content from its servers, systems and networks upon termination of this Agreement and the Client expressly agrees to this. For more information, please see our Data Retention Schedule. Without prejudice to the foregoing, CarePlanner will, upon request by the Client, provide the Client with a copy of all Client content entered into the content management systems (where such information is not readily available to the Client already via normal use of the Services), except where in its sole discretion CarePlanner considers that there is a good reason not to do so, for example and without limitation if the Client has materially breached this Agreement, to the extent permitted by CarePlanner’s obligations under the GDPR and the Data Protection Act 2018.
  1. Data Protection

  1. Each Party shall be responsible for ensuring that it fulfils its respective obligations and responsibilities under the Data Protection Act 2018, and the EU and UK GDPR. This includes, but is not limited to, the following:
  1. If CarePlanner processes any personal data on the Client's behalf when performing its obligations under this Agreement, the Client shall be the Data Controller and CarePlanner shall be a Data Processor as defined in the GDPR. In any such case:
  1. the Client shall ensure that it is entitled to transfer the relevant personal data to CarePlanner so that CarePlanner may lawfully use, process and transfer the personal data in accordance with this Agreement on the Client's behalf;
  2. the Client shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation. It is the Client’s responsibility to establish a lawful basis for processing Data, as defined in the GDPR.
  1. The Client undertakes to keep secure copies of all Data which the Client or their Authorised Users have input to the Service. CarePlanner follows best practice policies and procedures to prevent data loss, including a daily system data backup regime, but CarePlanner does not guarantee that there will be no loss of Data. Subject to CarePlanner’s obligations under the GDPR, CarePlanner expressly excludes liability for any loss of Data regardless of the cause.
  2. In the event of any loss or damage to Data, and subject to CarePlanner’s obligations under the GDPR, the Client's sole and exclusive remedy shall be for CarePlanner to use reasonable commercial endeavours to restore the lost or damaged Data from the latest backup of such Data maintained by CarePlanner. CarePlanner shall not be responsible for any loss, destruction, alteration or disclosure of Data caused by any third party.
  3. The Client shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data.
  4. CarePlanner shall enable the appropriate, agreed access and use of the Systems by administrators as authorised by the Client;
  5. The Client is responsible for ensuring that all such authorised users of the Systems provided by CarePlanner under this Agreement comply with instructions in respect of the use of the Systems, including access to, processing of, and protection of, personal data.
  6. CarePlanner shall safeguard the personal data made available by the Client and the operation and use of the Systems including restricting access to any personal data to the extent necessary for the provision of the Services under this Agreement, and to the extent permissible under the GDPR.
  7. The parties agree that they will use reasonable endeavours to ensure that they do not, and do not cause the other party to, breach the Data Protection Act 1998 or the GDPR due to the acts or omissions of the parties.

  1. For more information, please refer to our Data Processing Agreement, which forms an addendum to this Agreement.
  1. Confidentiality

  1. Each party shall in relation to any Confidential Information it receives in connection with this Agreement keep that confidential information strictly in confidence and not disclose it to third parties.
  2. The receiving party shall only disclose Confidential Information in the following circumstances:
  1. If necessary for the proper performance of its obligations under this Agreement;
  2. if permitted in writing to do so provided that any conditions attached to that permission are observed;
  3. to permitted recipients as identified and agreed with the disclosing party
  4. if the Confidential Information is in (or later enters) the public domain;
  5. if the Confidential Information is received in good faith from a third party;
  6. if legally compelled by a court, regulator or otherwise to disclose that Confidential Information.
  1. Dispute Resolution

  1. In the event of a dispute arising under this Agreement, the parties agree to refer such dispute to an expert to be agreed upon between them, or if they are unable to agree on an expert within ten days, to a mediator via the independent Centre for Dispute Resolution ( The expert shall specify the manner in which the arguments of both parties are to be put before him or her and how his or her costs and expenses in deciding the dispute are to be paid. The decision of the expert shall be final and binding on both parties except in the case of manifest error or fraud. Each party shall provide the expert with such information and documentation as he may reasonably require for the purposes of his or her decision.
  2. The costs of the expert shall be borne by the parties in such proportions as the expert may determine to be fair and reasonable in all circumstances or, if no determination is made by the expert, by the parties in equal proportions.
  1. General

  1. Entire Agreement: This Agreement supersedes any previous agreements between the parties in relation to the matters dealt with herein and represents the entire understanding between the parties in relation thereto. Each of the parties acknowledges and agrees that it has not entered into the Agreement in reliance upon any representation, warranty, undertaking, agreement, statement or replies to enquiries (whether oral or written) made or alleged to have been made by any other party (whether or not negligently made) on or prior to the date hereof except as expressly set out in the Agreement (provided that nothing contained in the Agreement shall operate to exclude any liability for fraudulent misrepresentation).
  2. No Waiver: No failure or delay on the part of either party hereto to exercise any right or remedy under this Agreement shall be construed or operate as a waiver thereof nor shall any single or partial exercise of any right or remedy as the case may be. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.
  3. Variations: CarePlanner reserves the right to vary the terms of this Agreement upon giving three months’ written notice. The Client may not vary the terms of this Agreement except with the agreement of CarePlanner.
  4. Rights Remedies and Powers: A failure to exercise or delay in exercising any right, remedy or power provided under the Agreement or by law does not constitute a waiver of the right, remedy or power or a waiver of any other right, remedy or power. No single or partial exercise of any right, remedy or power prevents any further exercise of it or the exercise of any other right, remedy or power.

The rights, remedies and powers provided by this Agreement are cumulative and not exclusive of any rights, remedies or powers provided by law. Any waiver of a breach of any of the terms of the Agreement or of any default under this Agreement shall not be deemed a waiver of any other breach or default and shall not affect the other Agreement terms.

  1. Assignment: Save as expressly stated in this Agreement, neither party to this Agreement may assign or transfer its rights or obligations under this Agreement without the written consent of the other party, save that either party shall be entitled to effect (and the other party hereby consents to) such an assignment to transfer to: a) a company being a subsidiary or holding company of  such party or another subsidiary of such holding company (the terms "holding company" and "subsidiary" having the meanings given to them in Section 736 of the Companies Act, 1985); or b) another entity to which all or substantially all of the business or assets of the former party which are required for the performance of this Agreement by such party are sold or transferred.
  2. Binding Agreement: This Agreement shall be binding and shall endure for the benefit of the successors in title of each party.
  3. Subcontracting: CarePlanner may engage a subcontractor or agent to perform any of its obligations under this Agreement, however, no such subcontracting or agency shall relieve CarePlanner of responsibility for the due performance of this Agreement. Save as expressly stated in this Agreement, neither party to this Agreement may assign or transfer.
  4. Severability: If any term or provision in the Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of the Agreement and the enforceability of the remainder of the Agreement shall not be affected.
  5. Notices: Any notice given under the terms of the Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to CarePlanner must be sent to or to any other email address notified by email to the Client by CarePlanner. Notices to the Client will be sent to the email address provided by the Client during Confirmation of their order.
  6. Counterparts: This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, each of which when executed shall be an original, but all of which together shall constitute a single instrument.
  7. Jurisdiction: This Agreement shall be governed by and construed in accordance with the law of England and Wales and the Parties shall be subject to the exclusive jurisdiction of the English Courts

Last updated: 16/12/2020