Terms of Service

1. Introduction

Welcome to FHcare Tech, referred to in these Terms as FHcare, we, our or us. These Terms of Service, referred to as these Terms, govern access to and use of the FHcare software as a service platform, including the administration panel, the white label candidate and worker mobile application, all associated application programming interfaces, integrations, documentation and any related services made available by FHcare Tech Limited, collectively the Services.

FHcare was built for healthcare and social care recruitment and remains deeply rooted in that sector. The underlying platform architecture is deliberately configurable, and FHcare may license the same core technology, under separate order forms and, where appropriate, sector specific supplementary terms, to organisations operating in other regulated or unregulated workforce sectors, including education, hospitality, transport and logistics, construction and facilities services. References in these Terms to candidates, workers or compliance documentation should be read, in a non healthcare deployment, as referring to the equivalent role or record type relevant to that sector.

By accessing or using the Services in any capacity, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, you must not access or use the Services.

2. Acceptance of Terms and Authority

These Terms constitute a legally binding agreement between you, referred to as Client, you or your, and FHcare Tech Limited. If you are accessing the Services on behalf of a company, agency or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to you in these Terms shall be read as references to that entity as well as to the individual accepting these Terms on its behalf.

The Services must not be used by anyone under the age of eighteen, or the age of legal majority in their jurisdiction of residence if higher. Where a candidate or worker under that age is required to use a client agency's instance of the Services for a lawful purpose recognised in their jurisdiction, such as regulated youth employment schemes, that use is permitted only where the relevant client agency has obtained appropriate consent and has configured the Services accordingly, and FHcare accepts no responsibility for a client agency's failure to obtain that consent.

These Terms apply regardless of the country, territory or region from which you access the Services, and Section 17 sets out additional terms that apply depending on your location, which operate alongside, and where expressly stated take precedence over, the general provisions in these Terms.

3. Description of Services

Where you have licensed a non healthcare configuration of the Services, the specific fields, workflows, integrations and compliance rule sets available to you will be set out in your Order Form or in a sector specific supplementary schedule. FHcare reserves the right to introduce, modify or retire sector specific features from time to time, and will provide reasonable advance notice of any change that materially reduces functionality you have already licensed.

From time to time we may make new features available on a beta or early access basis. Such features are provided as is, may be modified or withdrawn at any time without liability, and are excluded from any service availability commitment referenced in Section 10.

4. User Accounts

5. Subscription and Billing

6. Acceptable Use

7. Intellectual Property

8. Data and Privacy

Our collection and use of personal data is governed by our Privacy Policy, available on our website and referenced in Section 1. As a Client, you act as data controller in respect of candidate and worker personal data processed through the Services, and FHcare acts as data processor on your behalf, except in the limited circumstances described in our Privacy Policy where FHcare acts as an independent controller, such as in respect of your own account administration data.

We will process personal data only on your documented instructions and in accordance with the Data Processing Addendum attached to your Order Form, which sets out our obligations in respect of the UK GDPR, the EU GDPR, the South African Protection of Personal Information Act, and other applicable data protection legislation relevant to your operating jurisdiction. Where your organisation operates in a jurisdiction not expressly addressed in the standard Data Processing Addendum, you agree to notify us of any jurisdiction specific requirement that materially affects how we should process your candidates or workers personal data, and we will work with you in good faith to accommodate that requirement, including through a supplementary data processing schedule where necessary.

You are responsible for ensuring that you have a valid lawful basis to collect and instruct us to process the personal data you submit to the Services, including any special category or sensitive personal data such as health information, criminal record check outcomes or biometric identifiers, and for providing your candidates and workers with any notice or obtaining any consent required under applicable law before submitting their data to the platform.

9. Confidentiality

Each party agrees to protect the other party's confidential information using at least the same degree of care it uses to protect its own confidential information of similar nature, and in no event less than a reasonable degree of care. Confidential information includes the terms of your Order Form, non public information about either party's business, and, in respect of FHcare, the source code, architecture and non public performance characteristics of the Services.

Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, was rightfully known to the receiving party before disclosure, is independently developed without use of the disclosing party's confidential information, or is required to be disclosed by law, provided that, where legally permitted, the receiving party gives the disclosing party reasonable advance notice of the required disclosure.

This Section survives termination of these Terms for a period of five years, except in respect of trade secrets, which remain protected for as long as they retain trade secret status under applicable law.

10. Service Availability and Support

We use commercially reasonable efforts to make the Services available on a continuous basis, targeting monthly uptime of at least ninety nine and one half percent, excluding scheduled maintenance, for which we will provide reasonable advance notice where practicable, and excluding downtime caused by factors outside our reasonable control as described in Section 19. Specific service level commitments, credits or remedies, where agreed, will be set out in a separate Service Level Schedule attached to your Order Form, and where such a schedule exists it takes precedence over the general commitment in this paragraph.

We provide support in accordance with the support tier specified in your Order Form. Standard support is available by email at support@fhcaretech.io during United Kingdom business hours, with reasonable efforts made to respond outside those hours for issues affecting production availability. Clients operating primarily in time zones significantly offset from the United Kingdom may request an alternative support coverage window, subject to availability and any additional fee specified in your Order Form.

11. Third Party Services and Integrations

The Services may integrate with, or allow you to connect, third party services selected by you, including payroll providers, background screening and identity verification providers, accounting software and communication tools. Your use of any such third party service is governed by that provider's own terms, and FHcare is not responsible for the availability, accuracy, security or performance of any third party service, nor for any loss arising from your use of it.

Where a third party integration requires the transfer of your Client Data to that provider, you are responsible for ensuring that transfer is permitted under your own data protection obligations and, where relevant, under the instructions of the individuals whose data is transferred. We will provide reasonable technical assistance to enable an integration you have selected, but we do not warrant the continued availability of any specific third party integration, which may be modified or withdrawn if the relevant third party changes its own service or terms.

12. Export Control and Sanctions Compliance

You represent and warrant that you are not located in, organised under the laws of, or ordinarily resident in a country or territory that is the subject of comprehensive trade sanctions imposed by the United Kingdom, the European Union, the United States or the United Nations, and that you are not identified on any restricted party, denied person or sanctions list maintained by those bodies or by any other authority with jurisdiction over FHcare's operations. You further agree not to permit access to the Services by any individual or entity subject to such sanctions or listing.

The Services, including any underlying software and technology, may be subject to export control laws, including those of the United Kingdom and the United States. You agree to comply with all applicable export control and re export restrictions, and not to export, re export or transfer the Services, directly or indirectly, in violation of such laws. Where local law in your jurisdiction imposes additional import, encryption or technology transfer restrictions relevant to your use of the Services, you are responsible for obtaining any necessary licence or approval, and FHcare may suspend access where necessary to comply with a legal or regulatory requirement affecting the provision of the Services to a particular jurisdiction.

13. Disclaimers

The Services are provided as is and as available. To the fullest extent permitted by applicable law, FHcare disclaims all warranties, whether express, implied or statutory, including implied warranties of satisfactory quality, merchantability, fitness for a particular purpose, title and non infringement.

We do not warrant that the Services will be uninterrupted, timely, secure or error free, that defects will be corrected, or that the Services are free of harmful components. The Services are a workforce management and compliance tracking tool intended to assist your own compliance processes, and do not constitute legal, regulatory or professional advice, and do not replace your own obligation to verify the accuracy and currency of compliance information under the law applicable to your sector and jurisdiction. You are responsible for maintaining appropriate backups of your Client Data independent of the Services.

Nothing in these Terms excludes or limits any warranty or right that cannot lawfully be excluded or limited under the law applicable to you, including, where you are properly classified as a consumer under local law rather than a business Client, any statutory consumer protection right available in your jurisdiction.

14. Limitation of Liability

15. Indemnification

You agree to indemnify, defend and hold harmless FHcare Tech Limited and its officers, directors, employees, contractors and agents from and against any claims, liabilities, damages, losses and expenses, including reasonable legal fees, arising out of your use of the Services, your breach of these Terms, your violation of any right of a third party, or your failure to comply with applicable data protection, employment, immigration, safeguarding or sector specific regulatory law in the jurisdiction in which you operate.

FHcare agrees to indemnify, defend and hold harmless Client from and against any third party claim to the extent it alleges that the Services, as provided by FHcare and used in accordance with these Terms, infringe that third party's intellectual property rights, provided that Client gives FHcare prompt written notice of the claim, sole control of its defence and settlement, and reasonable cooperation, and provided that this indemnity does not apply to any claim arising from your Client Data, your modification of the Services, or your use of the Services in combination with a product or service not provided by FHcare.

Each party's indemnification obligations under this Section are subject to the procedure that the indemnified party gives prompt written notice of the claim, permits the indemnifying party to control the defence and any settlement, provided that the indemnifying party may not agree to a settlement that imposes non monetary obligations on the indemnified party without its consent, and provides reasonable cooperation at the indemnifying party's expense.

16. Term and Termination

17. Region Specific Terms

Because FHcare is used by client agencies and candidates located across multiple regions, this Section sets out additional terms that apply depending on where you or your organisation are located. Where a provision in this Section conflicts with a general provision elsewhere in these Terms, the provision in this Section takes precedence in respect of Clients located in the relevant region, but only to the extent necessary to resolve the conflict.

18. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles and without prejudice to any mandatory consumer protection right you may hold under the law of your own country of residence, which continues to apply and is not displaced by this clause.

19. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms, other than a payment obligation, to the extent caused by circumstances beyond that party's reasonable control, including natural disaster, war, civil unrest, act of terrorism, epidemic or pandemic, governmental action, national or regional internet or power infrastructure failure, or failure of a third party service provider such as our cloud hosting provider, provided that the affected party gives prompt notice and uses reasonable efforts to mitigate the impact of the event.

20. Assignment

You may not assign or transfer these Terms, in whole or in part, without our prior written consent, except to a successor entity in connection with a merger, acquisition or sale of substantially all of your assets, provided that the successor agrees in writing to be bound by these Terms. FHcare may assign these Terms without your consent in connection with a merger, acquisition, reorganisation or sale of all or part of its business, provided that we notify you of the assignment and the assignee agrees to honour commitments materially equivalent to those in these Terms.

21. Severability, Waiver and Entire Agreement

If any provision of these Terms is held to be invalid or unenforceable under the law of a particular jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary in that jurisdiction so that these Terms otherwise remain in full force and effect, and, where relevant, the region specific adjustments described in Section 17 apply in preference to a blanket severance of the provision across all jurisdictions.

No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise of a right preclude any other or further exercise of that right.

These Terms, together with your Order Form, the Privacy Policy, the Data Processing Addendum and any Service Level Schedule referenced in your Order Form, constitute the entire agreement between you and FHcare in respect of the Services and supersede all prior or contemporaneous agreements, representations and understandings, whether written or oral, relating to that subject matter. In the event of a conflict between these Terms and your Order Form, the Order Form takes precedence in respect of the specific commercial terms it addresses.

22. Changes to These Terms

We may update these Terms from time to time to reflect changes in our Services, our sector or regional footprint, applicable law or our business practices. We will notify you of material changes by email or by posting a notice in the admin panel at least thirty days before the changes take effect. Your continued use of the Services after that date constitutes acceptance of the updated Terms. Where a change would materially reduce your rights or materially increase your obligations, and you do not agree to that change, you may terminate your subscription before the change takes effect in accordance with Section 16, and we will issue a pro rata refund of any prepaid fees for the period following termination.

23. Contact Us

If you have any questions about these Terms, please contact us:

• Company: FHcare Tech Limited
• Registered address: Lombard Business Park, London, England SW19 3TZ
• General enquiries: info@fhcaretech.io
• Support: support@fhcaretech.io
• Phone: +353 87 034 4882

Legal notices under these Terms should be sent in writing to the registered address above, with a copy by email to info@fhcaretech.io, and are deemed received on the second business day following dispatch by post or on the day of sending where sent by email and not returned as undeliverable.